HomeMy WebLinkAbout; Parking Authority - City of Carlsbad; 193481; Parking Agreement.m * ; ”\
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_. LEASE r$G~EE~+”2.~:I&’~ And Bond Indenture
This Agreement made as of the 2ist day of August, 1969, by and between be Parking Authority
of thc City of Carlsbnd (kcreinafter sometimes rcferred to as the ‘‘Authority9’>, a public bzdy corporate ad politic organized and exisircg ucc’er the laivs of tliz State cf Caiifornia, and the City of Carlsbad
(hercinafter sornetimes cakd the “City”), a murlicipal corporgtion of ~hz State of California.
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WITNESS E TH:
WHEREAS, the Authority is a pubiic corpora:ion created under and exercising its powers pursuant
to the Parking Law ef 194.01, Pait 2 of Division IS, commencing at Section 32500, of the Streets asd
Wigh~ivia;.~ Code of the State of California, and cndcr said Law has the power to issue revenue bonds’
for the purpose of 5r.mcing public parking faciiitics; arid
WHEREAS, the Authority proposes to acquire that certain land ir. the City of Cadshad, CaGfornin
(hereinafter sonctinies caIIed the “Si~z”), which is described in E,;.rhibit: A attached hereto, and the
off-street parking improvements theon; and
WHEREAS, the estirnatcd cost md expense of said acquisition is $1,535,000; acd
Wmiwis, the Authority praposes to issuc. revcnue bonds in fie principal amouct of $1,535,000 for
the puspose of the acqiiisitiop and fmancing of said plit3Iic parking facilities; md
V~HEREAS, under said Parzng taw of 1949, and prticul3rly Seetiion 32957 thereof7 she Authority
has the power to lease said parking fxilities to thf: CiqJ without the necessity of: inviting bids;
Eow, THEREFORE, in ccnside:ation of il:e miAtual ~~QEI~SCS and agreemects her& conlabed, t3ne
pxties hereto age:: as follows:
Secticn 1. Issuance and Safe of BjOTidS.
The Authority asrees that, 2,s prom.ptly ES f:asibk foiIowing the date of this Agreernmt, ft will
use its best e9orts to issue and sell rever.:ie bor,ds in a principal am~uc~ which, tc?@er with other
:~vaiI&Ie funcis’ of the Au;horityj is estimated io be saCcient to make the acquisitim refemd ‘io in the
recitals heresf and in Section 3, herccf together wi?n he irnpzovezxnts mentioned in Sccrion 2 hzreof;
and to pay other CG~~S asd exyT)emes ,in conn,sction with such acquisition. Said bond; arc hereir2fter
sometimes referred io as the “revenue bonds” of the Authority.
Section 2. hcquisi5on of Site 311d Improvernei.!s,
me Au:hority apes to accil;:ire, with the prcceed.; of the KZV~XXE bonds ad other availabie
funds, the, Site and in;proven;.zcts thereon and pe:*foini a!I acdW:ikings ixiden:;:l or advaatageous
thereto SG that the Site is rtasor.ab!y suitable for us2 for parkkg purposes. Such ecqiisitim shali be
aadc a2 prompriy as feasible.
Thc City sfiall be reimbnrsed for advances mde, if any, fc~ legal, fir;ariick,o c~nsuit~nt and &nee:-
icg fees and other cos& incurred by rhz City in co!;nscri:~n wirh said acquisition. f?,>m thc pruce:Gs OS the
revenue bonds.
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Secticn 3. Lcnse of F’arXng Bad
Tne Authority hereby Icases to the City the Site together u.itb the parking ~F-~~OWZ~KI~S ccn-
s:pjjtei? ti.,<reo:~. ?‘he term of the 1i.a~~ shill cGiTlmCnCe on the !!z~c t‘h: Site k CC~IX.CJ:?:! to the .4ut
acd shall tc:minaie or, t;‘?~ date the revenue t;c.rids h;i.yc bceir rzrlred or protkioi ?<jr payn::i.,t me City agrecs io pay rentaf for szch we in th-, zrncunt of $142,250 duchz ~ch .hc;Lj ycir of h5is
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Lease Ageement (hereinafter referred to as "rental"), except that no rental shall be payable by the
City for occupancy prior to October 1, 1970.
Commencing October 1, 1976 said rentals sh?.!l bz due in quarterly iastallments in advance on the
first days of October, January, April and Jbly and shall be payable without penzity on or before the
last d.qs of October, January, April and July of each fiscal year.
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S&OA 4. Ad$StZX3.f Of RCl?:.
The rental above set fcrth is based upon the schedule for adjustrneot of renta!, marked Exhibit B
and made a part hereof. Such schedule is used for computing the ]early rental necessary for Authority
to receive to enable it to pay the principal of and interest on its bonds so that they will be serviced and
retired as sei forth in the Resolucion arid Eurnish the Authority with the ~ccessary reservzs. When the
interest rate or rates on the Authority's Bonds are known, Authority and City shaIl recompilte the rental
in the same manner, based upon said figures, and skall adjust ths rental npwards or downwards to the
new figuce so determined.
Section 5. >lsintonance, Operations, E:n;ziixi)rnnccs, etc.
The City shall, at its own expense, maintain during the term of the lease hereunder the Site and
all improvements thereon in good crder, ccnditiori and repair 2nd sha!l pay a11 costs and expenses of
operating the 'same as parking facilities, it being b;derstood and agreed that the Authority is obligated
to proyide only t-he Site and the improvements therm? as expressly proyided herein and has no obiiga-
tion to yay any cost or expense of any kind or character in connection with or rehted to the nianagement,
opesation or maintei:ance of the parking facilXes durins the term of the lease hereunder. The City
agrees io keep the Site and thz iripro.i.ements therecn free and clear of dl iiens, charges and encum-
brances. The Authority agrees that, ai the time the term of the lease hereunder commences, it will
have fee title to the Site, subject to swh conditions, reservations, exceptions and rights of way of
record as do EO: substantially interfere nith th: use of the Site by the City for parking purposes.
Se,ction 6. Taws, Assessn:eilis, Tnsnrmce, etc.
As rental in addition to and after the commencement of the rental under Section 3 (hereinafter
referred to as "additicnal rentai"), the City agrees to pay and discharge (I) a11 taves and assessments,
if any2 of aoy type or chxracter levied at any time during the term of the lease hereunder upon thz
Site or any improvcnienr thereon or upon the City's ci the Authority's interest therein or upon the
operation of the property leased or upon income or other retenue di.ri\ed by the City or by the
Authority therefrom; (2) the insurance premiums on all insurance required or permitted on the
property !exed; (3) all corts ad expenses nhich tk: Authority may inxr including but not limited
to fiscal agent's fees, costs and expenszs of maintenance and opexition as a result of any default by
the City under this Agreement, induding reasonable a:tc;rr,eys9 fees and the costs and expenses of any
suit or action at law to enforce the terms and conditions of this Agreement; and (4) amounts necessary
to maintain a working capital fund of $1500 for the foregoing. Tie additional rental payable
hereunder shrtll be paid by the City \\ilhin tec (10) dajs after notice in v:riting from tlie Authority
to the City stains the amount of addition21 rental then due and papb!e and thc purpose thereof;
provided, that th!: City's liability for additlon:il rcnia! shall be limited to the balance due after any
credits under tlie resolution issuing the bcnds of the Authority.
SectIon 7. Sunrce OS Funiis fcr Rcntals.
(a) Baed upon reports and othcr ekidence siibrnittcd the parties hereto have each determined zrid Eat-e asiced that th: rec::.ls pqable by the City hereunder (including rentaIs payable under
Sectioi1s 3, 4 and 6 hsrcof) reprcs-nt f'iir iCI1tsl bzlilcs for the Si:: acd improtenicnts ltnsed here-
under. Said ren:a':c shall be ~zjabl!: j-sr by year ar spciiiiied herein for and in consideration of the
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right of use and occupancy from year to year as granted by this Agreement and in consideration of the
continuEd quiet use and enjoyment thereof during the term specified herein.
(b) The City herebjj agrees to take such actions as may be necessary to include and maintain
k its badget for each fiscal year all rentals pajable by the City during sxh fiscal year, to make the
necessary appropriaticns for a!l such rentals and to provide the funds fiecesszry to meet such appro-
priations, it being understood that the Authority \xiill pledge the rentals due 5ereunder fo; the payment
and security of the re\enue bonds, and the interest thereon, issued as specised in Section 1 hereof.
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Section 8. Addiiiions and Improvements.
The City shall have the right durinz the term spxified in this Agrement, st its own expense, to
make any additions to or hproiernents cf the Site and impro\ements leased hereunder Rhich do not
hpair the utility thereof as parking plxes, to attach fixtures, stnatures or signs thereto, and to affix
remain in thz City.
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J i any personal property to the improvenents on the Site. Title to all Fersonal property so afIixed shall
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Section 9. Insnronce.
Authority sha!l, during the term of this Agreement. keep or cause to be kept 3 IjoIicy or policies
of insurance against lcss or darnage io th:: Site and the improvements thereon resulting from fire,
lightning, T andalisin, malicious mischief, riot and civil commotion and snch perils ordicarily defined
as “extended coverage” and other perils as Authority and City may agree should bz irisu;ed against
on forms and in amounts satisfactory to each.
Duri-j~g the term of this Agreement. Authoiii]: shall keep or cause to be kept public liability and
property dxnsge policies protecting both Authority and City on forms and in amounts satisfactory to
each.
The Authority may aIso carry. or cause to be carried such other insurance as is required by the
resollution providing for the issuance of the rer enue bonds.
All premiums and charges paid by Authority for all of the aforesaid insurance shall be paid to the
Avlthority in accordance with the provisions of Section 6. Any srch premium for a period partly
within such period shaIl be prorated.
At the option of the City any insurance required by Authority hereunder may be providzd by
the City.
Notwithstanding the gznerality of tbe foregcing, the Authority shall not be required to maintain
or cause to be rmintained any insurancz which is not avaihble from repu:able insurers cn the open
market cr Iimre insurance than is speciEcal1y referred to above.
Section 10. Abntemenf of Re~tnl.
The rentals hereunder shall abate during any period in which by rexion of any damage or
destruction there is a substantial intxference u.it!i the use and occupancy by thz City. If only a portion
of the parking facilities is rendered so untenantable, the rental shalI a’sate in tha proportion which the
parking capacity of such porticn bears to the total pr!=.irr,o capacity of the Zacilities immediately prior
to such da.naSe or destruction. Sxh abr?temmt sIiall continue fcr the peiiod comrner:cing with such
desiroction or dnrm,ne and ending with the substantial ccmplcLicn by the Anthority of the nork or
repair or reccnsiructicn. In the ei;nt of any such da!r:i,ce or debtructicn, thk .AS;ccmcLit shll continuc
in full force and effcct and the City waivLs any rigat to !errninate this Agreemct by rza\cn o€ any such
damage or destructioa.
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Section 11. City’s Q’u”jg3tion to Opcrafe.
The City shall be obligated to so use and operate the parking facilities Icased so as to afford to the
public the benefits contemplated by this Agreement and to pzrmit the Authcrity to carry out its covenants
to its bondholders,
Section 12, Assignment and Subkasz.
Neither this Agreement nor any interest of the City herzin shall, at any time after the date hereof,
without the prior written consent of the Authority, be mortzaged, pledged, assigned or transferred by the
City by voluntary act or by operation of law, or otherwise, except as specifically provided herein. The
City shall at al! times remain liable for the performance of the covenants and conditions on its part
to be performed, notwithstanding any assigning, ti amferring or subletting xhich may be made. The
City shall have the right to sublease or permit the uce by others of all or asy part of the facilities Icased,
but nothing herein contained shall b: construed to relieve t5e Ciiy from its obligation to pay rentals
as pravided in this Agex-.ent or relieve the City from any other cbligations contained herein. The
Authority may issne its revenuc bonds as contemplated by Section 1 hereof, may plodge to the payment
Qf said bonds and the interest thereon the rentals to bt: recciLcd hereunder, and may make all necessary
covenants for the protection and secrrity of the bondholders.
Section 13. Eminent DamaEn.
If the whoIe of the Site together with any improvements thereon, or so much thereof as to render
the remainder uilusable for parking purposes, shall be taken under the pcw-er of eminent domain,
then this Agreement shail terminate. In such event the rent provijcc? herein shall abate. If less than
the whole of the Site, together with any improvements thereon, shall be’iaken under the power of
eminent domain, and the reinlinder is usable for parking purposes, then this Agreement shalI con-
tinue in full force and effect as to such remainder and the parties udive the benefit of any law to the
contrary. In such erent tl;ere shall be a partial abatement of the rent hereunder in an amount
equivalent to that portion of thz rent hereunder for the pcrtion taken which the parkins capacity of
the portion taken bears to the toial previous parking capacity of the Site and the improvements thereon.
Any award made in eminent domain proceedings for the taking or damaging of the Site or the
improvements thereon in whole or in pari shall be paid to the Authority for the benzfit of the holders
of the outstanding r;venue bonds of thc Authority and shall bz used as provided in the resolution under
which the revenue bonds are issued sujject to sr;ch reversionary or other rights to share in any such
award as may be contained in any document of record rzlating to the site. The City shall have no interest
in or thereto and shall not be entitkd to any part of such award.
Section 14. Surrender of Leased Premises.
Wpon the expiration of this Agreement thz City agrees that it shall surrender to tEe Authority all
property then under lease hereunder, togethzr nith any improvements thereon, in good order an(
condition and in a state of repair that is consistm: with prudent use and conscientious maintenanci
exceg’i for reasonable u ear acd tear.
Section 15. Right of Eztry.
The Authority and its decignated representatives shall have the ri&t to enter upon the lease(
property during reasonable busineis hours (2nd in ernergxcies at all times), (i) to inspect the sme
(ii) for any purposz connected uith the City’s rights 01 obligations under this Agrcement, and (iii) fo
all other lawful purposes.
Section 16. Liens.
The City agrees to payy, whcn duz, a!l SUES of money thnt niay become due for, or purporting tc
be for, any labor, services, materials, supplics or cquipent alleged eo have been furilished or to bi
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Burnished to or for the City in, upon or about the leased property and which may be secured by any
mechanics', materialmen's or other lien against the leased property, and/or the Authority's interest
therein, and will cause each such lien to be fully discharged and re!eased at the time the pxformance
of any obligation secured by any such lien maiures and/or bxornzs due, provided, however, that if
the City desires to contest any scch lien, it may do so, but notwithstanding any such contest, if any,
such lien shall be reduced to final jud-ment and such jud,ment or such process as may be issued for
the enforcemsnt thsreof is not promptly stayed, or if so stayed and said s:ay thereafter expires, then
and in any such event the City shall forthwith pay and discharge said jud,ment.
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Section 17. Taxes.
The parties understand that the leased property constitutes pubIic property free and exempt from
all taxation; however, the Authority agrees to take whatever steps may be necessary, upon written
rcquest by the City, to contest any proposed tax or assessment, or to take stcps necessary to recover any
tax or assessment paid. The City agiees to reimburse the Authority for any and all costs and expenses
thus incurred by the Authority.
Section 18. Quiet Enjaymcct.
The parties hereto mutually covenant and agree that the City, by keeping and performing the
covenants a9d agreements herein contained, shall at all -times during the several terms, peaceably and
quietIy have, hold, and enjoy the leased property, without suit, trouble or hindrance from the Authority.
Section 19. Law Co~crrPing.
"his Agreement shall be governed exclusively by the provisions hereof and by the laws of the
State of California, subject to the waivers, exclusicns and provisions herein contained.
Section 20. Notices.
All cotices, statements, dsmands, requests, consents, approvals, authorizations, offers, agreements,
appointments or designations hereunder by either party to the other shall be in writing and shall be
sufficiently given and served upon the cther party, if sent by United States registered mail, return
receipt requested, postage prepaid and addressed as follows:
City -- City Clerk, City Hall, Carbbad, California.
Authority - Clerk of the Authority - At Such address as Authority shall designate for
such purpose.
Section 2 I. Waiver.
The waiver of the Authority of any breach by thz City of any tern, covenant or condition hereof
shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or
condition hereof.
Section 22. Default 19; CiQi.
If (a) the City shall fail to pay any rental payable hereunder within fiftzen days from the date such
rental is payable, or (b) the City shall fail to keep any such other terms, covenants or conditions
contained herein for a pzriod of tn.enty-five dsys after written notice thereof from the Authority to the
City, or (c> t4e City shall abandon or vacaic the preniszs. or (d) the City's interest in this Agreement
~r any part thereof shall bc arsigned or transferred without the written consent of the Authority,
either voluntarily or by operation of law, or (e) the City shall filc any petition or institute any pro-
ceedings where or whereby the City asks or seeks or pra)s to be adjudicated a bankrupt, or io be
discharged froin any or all of its debts or obligations, or offers to the City's creditors to effect a
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composition or extension of time to pay the City’s debts, or asks, seeks o~ prays for a reorganization
or to e%cP a pian of reorganization, or €or a readjustment of the City’s debts, or for any other similar
relief, ~r (f) any such pztition or any such prcccsdinzs of the same or similzr kind or character shall
be filed, institnted or taken apinst the City, then and in any of such events the City shall be deemed
to be k~ default hereunder.
If &e City should, after notice of such default, fail to remedy any default with all reasonable
dispatch, in not exceeding thirty days, then the Authority shall have the right, at its option, without
any furtlier demand or notice (i) to terminate this Agrxment, if such termination is then permitted
under tfie provisions of the resolution under \vIi;ch the rcvenue bonds are issued, and to re-enter the
leased property and eject all parties in possession thereof therefrom, usiag ail necessary force so to
do, or {E> to re-enter the leased prcperty and eject a11 partics therefrom, using all nc.cessary force so
to do, aad, without terminating this Asrcernent, re-Iet the leased property, or any part thereof, as the agent
aqd for the account of the City upon such terms and conditions as the Authority may deem advisable,
in which event the rent reccived on such re-letting sha!l b- applied firs1 to the expenses of re-letting and
collection. including nxessary renovaticn and alterztion cf the lnased propz‘ty, a reasonable attorney’s
fee, and any real estate commissions actua:ly paid, and thereafter toxd payment of all sums due
or to Irecome due to the Authority hereunder, 2nd if a sumcicnt sum shail not be t4us rcalizcd to pay
such SUES and other chargzs, the City shdl pay the Acthority semiannually any cumulative xizt deficiency
existing OR the date when rentals are due hereundzr. .The foregoing r:med:es of Authority are in
addition to and not e::clusive of any other remedy of Authority. Any such re-entry shail be allcwcd by
the City without let or hindrance and the Authciity skll not be liable in dxnages for any such re-
entry o% be guilty of trespass.
Tfne term “re-let” or “re-letting” as uscd in this Section shall include, but not be limited to, re-letting
by mezns of the operation by the Authority of the parking facilities and the collection of fees 2nd
charges for parkkg therein.
Section 23. Net Lease.
This Agreement shall be deemed and construed to be a “net-net lease” and the City hereby
agrezs that the reritaIs provided for therein shall be an absoIute net return to the Authority, free 2nd
clear of any expenses, charges or set-offs whatsoever.
Section 24. Execaiion.
This Agreement may be simultaneously executed in any numbcr of counterparts, each of which
when so executed shdl be deemed to be an original, but all together s;ialZ constitute but one and the
same Agreement, and it is also understocd 2nd azreed that separatz CocnterFaits of this Agrement
may be separately executed by the Aurhority and the City, all with the sxne full force and effect as
though the same counterpart had been exxuted sirr,ultaneousiy by both th:: Authority and the City.
Section 25. Validify.
]If aoy OII~ or more of the terms, provisions, promises, covenants or conditions of this Agreement
shaII to aq extent be adjudged invalid, unenforceable. void or voidabk for any reason ~~ihatsoever by
a court of competent jurisdiction, each and all of thz remaining terms, provisions, pronises, covenants
and conditions of this Agrecmcnt shall not be affected thereby and shall be vdid and enforceable to the
fullest extent permitted by law.
If for any reason this Agreement shall be hc!d 3y a court of competent jurisdiction void, voidable,
0,s unenforceable by the Authority or b) the City, or if for any reason it is he!d by such 2 coiirt tIiat
the covcilanis and cwditicns of the City hsrcundcr, inciudizg the coLenants to pap rents Iicrzundcr, is
unenforccabk for the filii terms herewidcr, then ad in such evmt for 3112 in considcrztioc of the
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right of the City to possess, occupy and use the leased property, which right in such event is hereby
granted, this Agreement sha!l thereupon become, and shall b: deenied to be, a lease from year to year
under which the annual rentals herein specified will be paid by the City.
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IN WITNESS WHEREOF, the p3rii:s hereto have caused this Agreement to be executed and
attested by their proper oflicers thereunto duly authorized, 2nd their official seals to be hereto affixed,
as of the day and year first above witten. 1
CITY OF CARLSBAD i
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Mayor I
i Attest:
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1 12 q,p-%:i,t -42, - " ,I ,A F //&9(E4Gy( ;
F- I) z GL 7 Y 9d-3 City Cleric
(SEAL)
., -- PARKKG AUTHORITY OF TEE
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0, CITY- OF ARLSBAD
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1 Cbainnan ',
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.- . ~Z-IF~EBY APFROVE the form and legality of the :oregoing Apement this 21st day of August, 1969.
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I-- c> L; ' .- -. et l!J?&$-7l --._-- \2$;/: ;/- I 2 --- 3
____- C" b+L%,
'+J -- - City Attorney and ex c3ic;o Attorney
for the Parkins Authority of the
City of Carlsbad
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STATE OF CALIFOmTIA
COUNTY OF SAN DIEGO
} ss.
On this 21st day of August, in the year 1969, before me, ~~-~~~~~~~.~~~--~~/~~-~--, a Notaq
Public, State of California, duly commissioned and sworn, personally appeared -b?t!J-!
known to me to bs the R?ayor, and .Sh-~.~:.l.e.?/....ca~-~~~.-., known to me to be the
spectively, of the CITY OF CARLSBXD, a municipal corporation that executed the wi:hin instrument, an(
known to me to be the persocs who executed the within instrument on behalf of said municipal corpo,
ration therein named, and acknowledged to me that such muxiicipal corporation executed the withir
instrument pursuant to a resolution of the City Council of said City of Carlsbad.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on thi
day and year in this certificate first abovi: written.
~t$-$jj?T- ,4 f a, rr t (&J${&J +. i-rJ
.Notary Public, State of California
_nlllll..~nllXlm,(,n, *~I_I.IIXh7X",,UI" (NOTARUL SEAL) STUART c. W!ESO@
NOTARY PUBLIC - CALIFORNIA =
PF;friciP:,L GiFlCi !PI i I SAN DIEGO CUUriTY
~_I_y___:-I__uIyxy(lI,-~"~-~~~~~ ww>:e*>:* s
MY Cofi(lfdISSIOh! EXPiR,CS juNE 15, a97 --
STATE OF CALIFQRlVIA 1
57iJAGr L. h'/L~~~ a Notar
COUNTY OF SLY DlEGCI 1 ss'
On tF& 21st day of August, in the year 1959, before me, _____________________________.__________--______
Public, State of California, duly commissioned and sworn, personally appeared -D:2---:k-y b 5 u 9 ;1
known to me to be the Chairman and s-hi~r!..e,v....san-S~~ %Town to me to be thelaerr,' respective11
of the Parking Authority of the City of Carlsbad, a public corporation that executed the within instrr
merit, and known eo me to be the persons ivho executed the within instrument on behalf of said publi
corporation therein named, and acknowledged to me that such public corporation executed the withi
kstrumcni pursuant to a resolution of said Authority.
Pr; WITNESS WHEREOF, I have hereunto subscribed my name and af3ked my official seal on tk
day and year in this certificate first above written.
(NOTARIAL SEAL) N3TARY PU3LIC - CALiiORNIA
SAN DIEGO C'JUNTY
MY C~~1hllSSION EXPIiiES JUNE 15, 197 Z
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; I EXHIBIT A
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All that real property situated within the City of Carlsbad, in the County of San Diego, State of
California. b5ng that portion of Section 32, Toxynsiip X1 South, Range 4 West, San Bcrnnrdino 3ase
and Meridian, according to official plat thereof. toget5:r with portions of Lots 13, 14, and 42, and of
Eucalyptus Street, all of Hosp Eucalyptus Forest Company’s Tract, according to map thereof No. 1136,
filed in the Ofice of County Recorder of San Diego County, bzing described as a whole as follows:
Beginning at the southeast corner of the corth half of the northeast quarter of Section 31,
Township 11 South, Range 4 IVest, thcnce along thc south line of said north half, North 89” 42‘ 19”
West 404.27 feet to Point “A” of this description; thence due South 224.67 feet; thence East 339.54
feet; thence North 303 00’ 00” R‘est 35.92 feet to the besinning of a tanzent curve concave south-
westerly and having a radius of 15.00 feet: thence northncsterly and ibesreily along the arc of said
curve through a central ansle of 60” 03’ 00” a distance of 15.71 feet; rhxce tangent to said curve,
West 43.05 feet; thence Sorth 69.17 feet to the begincing of a tangent curve concave sontheasterIy
and having a radius of 10.00 feet; thcnce ~iortherlj~, coithe:.slcriy and saskrly along :he arc of said
curve through a central angle of 90” 00’ 00” a distance of 15.71 feet; thence tangent to said curve
east 2.38 feet to the beginning of a tangent curie concave northwesterly and having a radius of
25.00 feet; thence easterly, northeasterly arid northerly dong the arc of said curve through a centra1
angle of 90” 00’ 00” a distance of 39.27 feet; thence tangent to said curve North 13.67 feet to t!!e
beginning’of 2 tangent curve concaT;2 southeaster!y arid having a radius of 10.00 feet; thence
norther!y, noi-theasterly, and easteriy along the arc of said curve through a central angle of 90”
08‘ 00’’ a distance of 15.71 feet; thence tangent to said curve. East 140.00 feet; thence South 60”
08’ 00” Eas: 90.00 feet; thence East 185.24 feet to the beginnin2 of a tangent curve concave
southwesterly and having a radius of 10.03 feet; thexe easterly and southeasterly along the arc of
said cunz through a centra1 angle of 70” 03’ 00” a distance of 12.22 feet;
Thence tangent to said curve south 20” 00’ 00” East 21.72 feet; thence South 30.10 feet; thence
East 232.85 fcct; thZiim :40rth 70‘’ 00’ 03” E;sl 326.42 fLet; thence South 20” 00’ 00’’ East 76.00
feet; thence South 70” 00’ 00” West 45.00 feet; the:ice South 20“ 00’ 00” East 190.03 feet; thence
South 70” 00’ 00” West 329.06 feet; thence South 20” 00’ 00” East 62.00 feet; thence South
70” 00’ 00” West 89.48 feet; thence South 20” 00’ 00” East 20.00 feet; thence South 70” 00’ 00”
West 271.17 feet; thence Korth 20” 00’ 00” ’SYest 60.97 feet; thence \Vest 680.33 feet to a line
which bears South from the hereinabove designatd Foint “A”; thznce along said line, South 274.86
feet to a line which bears South 76” 30’ 00” East from a point which bears South 22.99 feet from
the southwesterly corner of land descr;bed in dead to the hlay Stores Shopping Centers Tnc., recorded
April 21, 1966 as Instrument So. 66565 of oiricial records; thencz South 76” 30’ 00” East along
said line 339.00 fcct io a point which bears South 76” 30’ 00” East 1265.00 fee: from the southerly
terminus of that line dscribed above as “South 22.99 feet”; thence East 740.00 feet; thence Sorth
77” 15’ 51” Ease 52.31 feet to Point “B” of this dcscription; thence Sorth 30” 00’ 00” \T,*est 54.S9
feet; thence Korth 70” 00’ 00” East 572.50 feet; thence South 12” 44’ 09” East 126.84 feet tG a
line which b:ars Sorth 77” 15’ 51” Easl from said Point “B” heizinzbove designated; thence Sorth
77” 15’ 51” East 161.65 feet to an intersection uith the westerIy line of land described in easement
to the City of Carisbad for public highway pwposes, recorded March 11, 1966 as Document h-0.
42245, offcia1 records, said intersection being a point in the arc of a cccve, the radial centsr of
which bears Scrth 75” 22‘ 3 1” East 2563.00 feet from said poini; thence along said wcsterly Iine of
said easemznt, northxly along the arc of said curie rhrough a central angle of 9” 51’ 42” a distance
of 441.14 feet; tangent to said curbe, North 3” 45’ 17” West 365.21 fcct; thence South S6” 14’ 13”
’West 110.00 fcct; thcnce Korth 3” 45’ 47” West 171.00 feet; thzmce North 56” 14’ 13” East
110.00 fcet to the westerly line of said ezsenxnt herein bzforc mentioned; thence continuing along
said iycstprly line North 3’ 45’ 47” iYcst 10.00 fect to xi intersecrion Kith the southc;ly 1;ne of
California Site hlighaay as desciibd under Pa~d 1 in Dmi to the State of Cahforxia. recorded
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Septeinber 8, I964 as Document No. 163432 of official records; thence along the boundary of saic
state highway as follows; Xorth 55” 32’ 5s” West 100.34 feet to the beginning of a non-tangen
curve, the radiaI center of nhich bears South 2s” 33’ 27” West 150.00 feet therefrom; thenc
westerly along the arc of said curve throrrgh a central angle of 3 1” 03’ 27” a distance of 81.31 fee
to the end thereof; thence non-tangent to said curse, South 89” 12’ 51’’ West 167.13 feet to a poi,
in the arc of a 205.00 foot radius curve, concave southerly, the radiaI center of which bears Soutl
2” 30’ 00” East from said point; thence westerly along the arc of said curve through a central angl
of 35” 09’ 13” a distance of 125.75 feet to the beginning of a reverse curr-e having a radius of 95.0
feet; thence xesterly and northwsterly along the arc of said curve through a central angle c
112” 09’ 13” a distance of 155.96 feet to the southeast corner of that easement for drainage PUI
poses described under Parcel 2, granted to the State of California, recorded September S, 196
as Document So. 163432 of oficial records; thence leavin,o said curve and said southeTly line c
California State Highway, and folicwing along the southerly and westerly lines of said drainas
easement, South 74O 30’ 00” Il7esL 13S.88 feet and Xorth 15” 19’ 26“ West 40.S5 feet to i! poir
in the souther!y line of thc Iand described under Parcel 1 in Deed to the City of Oceanside, recorde
April 20, 1559 as Document So. 77257 of official records; thence Scuth 69” 30’ 00” West alon
the southerly line of said Farce1 1 a distarice of 614.20 feet to the true point of beginning.
Excepting therefrom that portion of said Section 32, describcd as follows: Begiming at said southea
corner of said north half of the northeast quarter of Section 31, of said Township and Range; thenc
North 69” 30’ 00” East along said southerly line of land describcd in said Deed to thc City of Oceansidc
425.90 feet; thence leaving said southerly line, South 5” 00’ 00” East 58.17 feet to the true point (
beginning of the herein describcd parczl; thence continuing South 5“ 00’ 00’’ East 104.00 feet; thenc
North 85” 00’ 00” East 327.67 feet; thence Kort5 5” 00’ 00” West 103.00 feet; thence South 85” 00’ OC
West 327.67 feel to the true point of beginning.
Also excepting from Section 32. herein described, all of the oil, gas, and niineral and mineral right
lying beneath a depth of 500 feet from the surface of said land, together with the risht of entry at ar
point in such land lying below said depth for the purposes of exploring, drilling, conveying and remov
of any such substances and imtallation of equipment and pipelirtes for such purposes, provided that ai
such entry and activity upon said land for such purpose shall be carried out in such manner as to avo
any interference with the use of the surface of said land, as excepted in deeds from FAWCO, a partnershi
William S. Bartman, Fred A. Bartman Jr., Bercard Citron, and Harry J. L. Frank Jr., recorded April 2
1966 under Recorder’s File No.‘s 66913 and 66568.
Also excepting from said portion of SectIon 32, above all mineral rights and all oil, gas, petroleur
or other hydrocarbon substances within or underlying said land without right of surfacc entry as reservs
in deeds executed by Reginald0 Mnrron and Caroiine Marron recorded in Book 6699. Page 264 of offici
records, and Book 7712, Page 477 of ofiicial records.
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EXHIBIT B
PARKIXG AUTEIOTUTY OF THE CITY OF CARLSBAD
ScbedraTe for Adjnstmcilt of Rental
Estimated total Project cost ...-............ ___________ ~ _______ ~ ___________. ___ ______________.
Estimated funded interest * _____ _____ _.___ ~ ____ ~ ~ _____ ___ _______. - ___ __ .. $107,450
Estimated Reserve F~nd --....-...-...--------.------.----~.~----.-~~--.. 68,OCO
$1,359,550
Sub-TotaI ........................................................................................ 175,450
Estimated Required Bond Issue ________________ ~ ________.___. ~ ______ ___ _____._____ $1,535,060 -
* Subject to adjustment under Section 4 for thr. purpose cE adjusting the Rental. Funded interest on the boiids during
their life has been estimated at 7% and shail bc adjusted pursuant to Section 4. Said adjustment may take into con-
sideration tke need to adjus? the Schedule of Rental pqments to lit the fifianck-1 program of the City and shall be
subject to approval of the City; provided the Schedule of Rental payments (which may vary from year to year)
shaIl be in any case at Iezst sufficient to pay the principal and interest on the Bonds io my succeeding year ia
accnrdaiice with the Resolution.
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This is to certify thzt the ir:tcrest in rea!. ;)ro;)e~-t;;r
conveyed 1):: the L.ease Agrce!?en: dated up st -?f j 1'36'3
fron The Farkin2 Authority of the City of Carlsbac:, a
politicn! ccrFor?<tion to tlie Ci.ty of Cnrlshnd s a ptli1j.cipal
CO1^T>Or2ti.GT1 Of the st,?tC CE C3.i ifOrXi?. I iS here!.;>.
accepter1 by l?csoliitiori 1659 of the City Coiri?ci1 c? the
City of Cnrlshad on Octol;cr 7, 1iIti9, and tile ":intee
corisczt s to rc-corc'nti 0:i tl!eTecF 1,~ jets (~u~v ;i.i,~thprj setj
officer.
DATEI?: Octohc-r 2 1, 1'369 -._x- .*.---.-
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PARKIXG hUTMORIT%Y 05'
TEE CITY OF CARE,§BAD
WESOLUSEOlr' NO. 5-
RESOLUTION 0%: TiiE PARKIXG AUTEIORETY OF TEE CL'SY OF CARESBAD,
CALEFORNEA, A4UTIL-fQXIZISQ; THE TSSUAXCE OF SI,S35,000 BONDS
QF SAID AUTElORVlTY AXD PROVIDESG THJE TERJZS AND
CONDlTIONS FOR TEE ISUAXCE OF SAID BOSDS.
Page
Recitals ....................---~-.--~.~~--~~--.--.-~---.--~-~..~-..--~--...-~~-~-.-~-~~.-----~~---~.--~.--~.----------~.-----------------~------ 12
Section 1. 12
Section 2. 13
Section 3. Nature of Bonds ...............-----.------.-.--.-...----~-....--.~--~-~---~---....--~....~.----..~~---~-.-~-------~-~-~-~- 13
Section 4. 13
Section 5. 13
S~Q~I 6. 14
Section 7. 14
Section 8. 14
Section 9. Notice of Redemption .__._______ __ .___._____._ ____ ____ __ _________ ~.-.~. _-_-_-.-.---.-._-------~.-----~-..~----.~-- 14
Section IC. --_-.---.-_---_----.I-- ---_----------__-_.. 15
Section ,11. 95
Section 12. I5
Section 13.
.. Definiirons .........-~-~ ____.___________ ________ ____ ______ ____ ________._______.___ __..______ ____ _____ __________.__ _._. ~ ______ _._
Amount, Issuance and Purpose of Bonds ______ ___________ ______________.__ ___ ..___I________.. ~ _______ ~ ____
.. Description of Bonds _______ ~ ___. _________ __-___ ~ _________ ~ _______ ___ ___.__._ ~ ___. .:-.... _____._ ~ _______________________
Interest and Places of Payment __________ __ ._____ ~ _____ ______ ___________ __ ._._ ~ _____ __ ____ _..____._______________
Execution of Bonds _.______ __ _____ ~ ____________ ___._____ ____ .: _____ ____ _____ _____ ._ _____ _____ _._________..______ _.__ ____
Registration.. _________ _____ _____________._ _____ _________ ~ _____.______ ~ ____ __________ _____ ______..____ ~ _____...__._ ______ ._____
Redeniplion of Bonds.. ....-----,.-- ~ ._.__..______ __ ____ ~ ____ ___ _______ ___ _____ __ _________ __ .._. ______._ _____.__-____ ~ ____
Redemption Fund .... ______._._.. ~ _.__.___.._ _._ ____ ~ __________ __ ________
Effect of the Notice of Redemption ____________________~~.~~..~. ~ ____.____ ___ ________ ____________ _____ ~ _______
Funds .... ______________ _______ _________ _________ _.____ ____ ---..-.-...-,-.... ~ ___________ ___________.._ __.________ ~ ____ ___ .____ ____
Disposition of Bond Proceeds - Reserve Fund -Bond Service
Fund - Working Capital Fund ..___._. ~ __...._________ ____ _____ _______ _______________ ____________ ____ ~ _____ ___
Disposition of Proceeds - Acquisition and Construction Fund _________ _____ _________ ~ ________
Bond Service Fund .__.___ ~ ______._ _.____._ ...____________ ________ _____ __ .._......_.__... __...__ .._. ~ .____._.. ____ __.__ ____
Reserve Fund.: ... . . ___ ______. . _____ __.____. ____ __ ______ ______. _____. _____ ___. __. ___ __.__ ~ _..____._ ~ .______. __ ____._ ~ __.______
17
Section 13. 17
Section 15. 17
Section 16. 17
Section 17. Working Capital Fund ....................................-.-.-..~--...--.....---~..~..-..~-.~...-......--............. 17
Section 18. 18
Covenant 18
Covenant 2. Discharge Claims ................................................. ____.____________________ 18
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 Sa!e Proceeds .__________ ~ ___.____________________ ____ ______ 19
Covenant 5. Insurance __._..__ ~ .___._ ~ __________________ __ ___.____ ~ ._ ....-._..__ ___ ____.._._ ___.___ .I9
Covenant 7. Records and Accounts ....________ ~ _______________________ ~ _____ ~ ________ ~ ___________ ___ 20
Warrsnty and Covenants ___._________...__________ ~ _______ ________ ______._..__ ~ ._.__.._..._..____ : .__________ _________
Punctual Payinkt .... ___.. _______ ______ ~ _____________ ~ ________ ~ ._.________ ~ __.______.______ 1.
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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.. ....._ _..__._ .__________ ~ ____ __._ ____.___ _.v__'____ -____ ~ _______________ 21
Section 21. Cancellation of Bonds ...._ ~ -_..__ __-___ __.. ~ ____. _-____ ....-._____________.______ ___ .____..____ ~ ._____________ ~ _.____ __ 22
Section 22.' Consent of Eondholders ... .______ ~ _________ ~ ____ ______ .__.._.___ _____ ________. ________ ____ i _______________ ~ ___________ 22
Section 23. Calling Bondholders' Meeting ..-- ___. .---. _._ ____ _.___-_ -_.__.___ __. .___. ~ ..__ ~ ._____ _____ __________ ___ _____ ___ ____ 22
Section 24. Norice of Meeting _.___ ___ ._..___ __._ .___ ____ _.__. i___._.__-_ _.____ ______..__ __._____.. ~ ___. ~ __________ ______ ______ __ _____ 22
Section 25. Voting Qualrficatior?~ ________._ ~ _________ _____ ____ ~ ____ ___ ..__ ..-..: _______ ___._ _______________ ____ ___.___ ______ ~ ______ __ 22
Section 26. Issuer-Owned Bonds ................................................................... "~~~.------.~------ 23
Sectian 27. 23
SectioE 25. 23
Section 29. Bond and Coupon Forms ........................................... 23
Section 30. 27
Section 3 I. 27
Section 32. 28
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Quoinn and Procedure .__...._. __ ___._ __ ...____. ____ _.._ __ _._. __ _____.___ ~ _____ ___ _._.__ ~ _____ ~ ________ ~ ___________ ___
Vote Required ........ __________.__.. ___ _.._. _._._____.__ ____._.._... ___ .__. ___ ____ ___ ___. ~ .____ ___ _____ _.___ _-___ ~ _________
Proceedings Constitute Contract ........ ____._ ________________ _____ ~ _____ ~ ______ ____________ ____ ___________ ____ ___
Severability ... ____ ........................ ________. ~ _______ ~ _____._._ ____ _.____ ~___~~~___~_~~~~_~_~~~_______________~_~_ ~ ______
Effective Date ________. ______ ____ _________ ________ ____ ___ __ __. ___ ____ ____ _______.____ __._____ ____ ___ _______ ~ _______ __ ________
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mSoLUTl~x NO. -5.
RESOLUTION OF THE PL%RXIXG AUTHOSWITY OF THE @ITPI OF CARLSBAD,
CAEIFQbR?dIA, AUTKORTZlSC THE ISSUANCE OF $1,535,000 BONDS
(aF .%.ID AUTHORSTY AND PROVXDIXIG ‘THE TERMS Ah3
CQNDITIO%§ FOX THE ISSUXXCE OF SAID EBKDS.
WEREAS, in accordance with the provisions of the Parking Law of 1919 (Part 2 of Division 15, $9 32500 et seq. of the Streets and Highways Code of the State of California) the City Council of the
City of Carlsbad, being the IegisIatit: body of said City, by Resolution No. 1264 adopted April 19,
1966, declared that there is a necd for the Parking Authority of the City of Carlsbad to function in said
city; and
WHEREAS, the Authority desires to issue revenue bonds for the purpose of acquisition and
financing of public parking facilities which wi11 be leased to the City;
NOW, THEREFORE, the Parking Authority of the City of CarIsbad, California, does hereby
RESOLVE, DETERMISE AND ORDER as follows:
Section 1. Definitions. As used in this resolution the following terms shall have the following
meanings:
(a) ‘‘Parking Law” means the Parking Law of 1949 as cited in the recitals hereof.
(b) “City” means the City of Carlsbad, California.
(c) “City Council” or “Council” means the City Council of said City.
(d) “Authority” or “Parking Authority” means the Parking Authority of the City of Carlsbad,
a public body corporate and politic, the governing body of which are the members as appointed by
the City Council.
(e) “Lease Agreement” means that certain Lease Agreement dated August 19, 1969, between
the Parking Authority and the City.
(f) “Project” means the acquisition of land and improvements referred to in Section 2 of the
Lease Agreement including all costs and expenses in connecticn with the carrying out of the
Project, and also means the parking facilities resulting from such acquisition and construction.
(g) “Pledgsd Revenues” means all rentals payable by the City to the Authority under the
terms of the Lease Agreement. all moneys credited upon rentals as provided in th? Lease Agree-
ment or in this resolution, all gross revenues, if any, received by the Authority from the re-letting
or operation of the Projcct, and any other rnoncys which under this resolution arc required to be
placed in the Bond Service Fund.
(h) c‘B~nJ’7 or “revenue ‘bonds” mean$ thc rcvenuc bonds authorized by thk rcsolution.
(i) “Year” 0: “fiscal year” means the year period beginning on July 1st and ending on the
(j) “Fiscal Agent” means Security Pacific Nationcl Bank as provided in Section 12 hered.
(k) “MaYimuni annual debt service” shall bc the maximum amount payakle ar interest on
*and as principal of the aggrt.g:itc amount of Bond? and Additions1 Bods on any payment dam
in any twelve month pcriod beginning th: day following th: anniversary date of the Bonds arid
ending on the arinivzrsaiy date of tix Boiiils.
next foilowing June 30th.
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(I) “Authorized investment” means any security in which the Authority may legally invest
funds subject to its control.
Section 2. Amonnt, Issunace and Puqose 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 ~f Eonds. The bonds shall constitute special obligations and evidence a special
indebtedness of the Authority which shall be and are a charge upon, and shall bc and are payablz,
both as tc principal acd interest, and as to any premiums upon the redemption of any thereof, solely
from the 6iedged 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 preniurns on the redemption of, any
such bonds out of the proceeds of the sale ol refundins bonds issued for that purpose.
(b) ‘Phe 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 IawfulIy so app?y.
Section 4. Description oE Bonds. The Bonds shali be in the principal sum of $1,535,000, shalI
be 307 ir! number, numbered 1 to 307, inclusive. and shall be of the denomination of $5,000 each.
T&e bonds shall be designakd 1969 PARKIYG REVEXUE BONDS, shall be dared October I, 1969,
and shall mature and be payable in consecutive numerical order on October I in each year of maturity
in the rmounts for each of the several years as follows:
Maturity Principal Mstbrity PrincipA Date Amount Date Amount
1971 .............................. $ 10,000 1984 ............................. $ 50,000
1972 .............................. 25,000 1985 .............................. 75,000
1973 .............................. 25,000 1986 .............................. 75,000
1974 .............................. 25,000 1987 .............................. 75,000
1976 ............................. 25,000 1989 ............................. 75,000
1977 .............................. 25,000 1990 .............................. 100,000
1978 .............................. 50,000 1991 .............................. 100,000
1980 .............................. 50,000 1993 .............................. 100,000
1951 .............................. 50,000 1994 .............................. 125,000
1983 .............................. 50,000
1975 .............................. 25,000 1988 .............................. 75,000
1979 .............................. 50,000 1992 ............................ 100,000
1982 .............................. 50,000 1995 .............................. 125,000
Section 5. Iiilcrcst a!id Places of Pqinertt. The bonds shall bear interest at a rate or rates to
be hereafter fixed by rcsolution, but nat to exceed seven per cent (7%) per annum, payable suninnnually
OQ the 1st days of October and Ap;1 of each ycar. Each bond shall bcx intcrcst until the piincipzl
sum thereof has been paid, providccl, howcver, that if at the maturity date of any bond, or if the
same is redecmabie and ha5 been duly called For rsdernption, funds are avaii,iblc for the paymLnt
or redemption thereof in fljll accordance with the ternis of this resolution. The said bonds sha!! theil
cease to bear interest. The bonds and the interest thereon shall be payabk in lauful rnoney of the
United States of America at the office of thc Fiscal Agent in Los Angde5, California, or at the option
of the hoidcr, at any paying agency of the Authority in Chicago, Illinois or Xcw York, New York.
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Section 6. Execuiion of Bods. 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 sip ail of the
bonds by their printed, lithographed or engraved facsimile signatures, and. the Cierk of the Authority
is hereby au:horized 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. RcgisZr3tZon. 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 contaiced in the €om of bond set forth herein.
Section 8. Redenption of Bonds. In the event of loss of, substantial damage to or condernna-
tion of the whole or any substantial part of the Project, so as to render thc same unusab!e, all or any
part of the Bonds at that time outstanding, may at the option of the Authority, be called and redeemed
prior lo maturity on any succeeding date, at a redempi.ion prke equal to the principal amount thereof
with accrued interest to the date of redemption plus the premium ap?licab!e thereto as hereinafter set
forth in the succecding paragraph of this section regardless of maturity dates relating to call therein,
but only ir, the manner and only from the fund, as hereimfter probidod in tlx case of redemption. If less
rhan a11 bonds are called pursuant to this paragraph, Fiscal Agent sha!l determine a principal amount
in each niaturity to be called so that approximately equal annual debt service will prevail. Bonds to be
then calIed in each maturity wi!I be selected by lot.
Except as set forih in the precedicg paragraph, the bonds mzturing prior to October 1, 1973,
shall not be subject to call or redempiion 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 fuxds derive:!
from any source, on Octobzr I, 1979, or on any interest payment date thereafter prior to m3.t7irity7
at a redemption price for each redeemable bond equal to the principal mount thereof ~IUS a premium
(percentage of par value) equal to 95 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 redezmed 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 neakpaper of genEraI circulation in the City of Xew 'fork, said pubkation 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) slate the redemption price; (c) starc the numbers and
date of maturity of the bonds to be redeemed, provided, however, that if the caIl includes all of the
outstanding bondc subject to call the numbers of the bonds need not be stated; (d) reqiiire that such
bonds be surrcndered with a11 interest coupons maturing subsequent to the redemption date (except that
no coupons necd be surrcndered on bonds registered as to both principal and interest) at the ofice of the
Fiscal Agent or at any paying agency of the Authority at Rhich the bonds are payable; (e) require
that bonds which at the time of call are registered so as to be payab?e othernise tkan to bearer sha!l be
accompankd by appropriate inztruments of ascignmcnt duly executed ;n b!ank; and (f) give notice that
fuither interest on such bonds \till not accrue after the dehigpated reikmytion date.
If any of the bondc designated for redemption sJinll be registertd so a$ to be payable otherwise
than to bzarer, said Fiscal Agent bhall, on or before the date of p~biic':~~~n oE said notice of redemp-
tion, mail a similar notice, postngc prepaid, to the reipcctive registered mners thereaf at the 3ddresses
appearing on the bond registry books.
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The actual receipt by the holder of any bond (hereinafter referred to as “bondholder”) of notice
Qf 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 giyien
by said Fiscal Agent. A certificate by said FiscaI Agent that notice of call and redemption has been
given to holders of registered bonds as herein provided shal! 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 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 suficient to redeem, at the premiums payabk 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) ail interest coupons maturirig after the redemption date,
and shall be used only for that purpose. Any interebt 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 oC the bonds called have been redeemed and
cancelled or paid and cancelled there are moneys remaining in said Redemption Fund, said moneys shall
be transferTed 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,
substantiaIly as provided herein, and when the amount necessary for the redemption of the bonds
called for redemption (principal and piemium) 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
hed 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 ihe 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 redemptioil
after such redemption date shall look for the payment of such bonds and the premium thereon only
to said Redemption Fund. All bonds redeemed aiid all interest coupons thereof shall be cancelled forth-
with by said Fiscal Agent and shall not be reissued.
All interest coupons pertaining io any redeemxi bonds, which coupons have matured on or prior
to the time fixed for redemption, shall continue to be payable to the respective holders thereoE but
without interest thereon. All unpaid interest payable at or prior to the date fixed for redemption upoil
registered bonds shall contini.ie to be payable to the respective registered owners of such bonds, or their
order, but without interest thereon.
‘ Section 12. Funtlsr. The Authority hereby appoints the Sccurity Pacific National Bank, Los
Angeles, California, as the 1969 Parkin2 Revence Borids Fiscal Asen& for the purpose of paying
the principal of and interest on any of the bond5 przsented.for pnymcnt at its main ofice in Los Angeles,
California, and for the purpose of pcrforrning ail o:hx duties assigncd to or imposcd upor? the Fiscal
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Agent as in this resoIutlon provided. The FiscaI Agent initially appointed and any successor thereof
may be removed by the Authority and a successor or successors appoifited; provided that each such
successor shall be a bank or trust company doing busir?ess in and having an office in the City of
LOs Angeles, Stzte of California. Any such Fiscal Agent designated by the Authority shall continue
-10 be the Fiscal Agent of the Authority for ail of said purposes untii the desipation of a successor as
sucfi 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 Fisca!
Agent is hereby aulhorized 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 bcnds presented for
payment at the plcces herein provided at maturity, or on call and redemption or on purchase by the
Fiscal AgeAt prior to maturity. The Fiscal Agent is hereby authorized to redsem the bonds and the
interest coupons appertaining thereto when duly presented to it for payment at maturity, or on call
and redenipiian or on purchase by the Fiscal Agent prior to maturity, and to cancel all bonds and
coupons upon pajment thereoE and to return the same so cancelled to the Treasurer. The Fiscal Agent
shall kep accurate records of all funds admizisrered by it and of a11 konds and coupon4 paid acd
discharged by it.
.
The recitals of fact and all promi?es, covenants and agreemenrs herein and in the bonds of said
authorized Issue contained shall be taken as stateinen;s, promises. coxenants 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 connecrion 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 Iiable in connection with the performance of its duties hereunder, except fGr its own negligence
or default.
.
Any Fiscal Agent appointed hereunder miy resign at any time. Upon the merger, consolidation or
other reorganizaticn 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 folloxing funds
to be held and applied as designated herein:
I. 1969 Parking Revenue Bonds, Acquisition and Construction Fund (herein sometime?
called the “Acquisition and Construction Fund”, held by the Authority) ;
2. 1969‘ Parking Revenue Fonds, Bond Service Fund (herein sometimes called “Bond
Service Fund”) ;
3. 1959 Par?-+ Revenue Bonds, Reserve Fund (herein sometimes called “Reserve Fund”);
4. 1969 Parking Revenue Bonds, Workin,o Capital Fund (herein sometimes called “Working
CapiEa! Frmd, held by Authority”).
Said funds are to be sstablished and maintained to insure payment, when due or payable, whether
at rnaturiv or upon redemption prior to mavdrity, cjf 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 sL;ch bonds to the purposes for which the sanie were is5iied. Any money placed in any
such fund shall conc,iitiite a trust fund and until thc bonds and all interest thereon are paid or until
provision has been nade for the pnynicnt of the bonds at m2turity or for redemption thereof prior to
maturity, wich intercst to rnaturitj or to the call da!e, has been mndc by setting aside in some trust
fund an amount sdiicient for said purpes, i3t moneys in said fund shdl be applied only to the
purposes fcr H h;cb it v;:15 ciLatt‘ii.
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Section 13. Disposition ~f Bond Proceeds - Reserve Fund - Boiid Service Fcnd - T3'orE;ing
Capital Fund. Concurrently with the delivery of and payment for the bcnds there shall be set aside in
the Bond Reserve Fund, from the proceeds of the sale of the bonds 568.000.
After the foregoing transfer required by this paragraph ha5 been made, there shall be set aside
in the Bond Service Fund, from the prcceeds of the sale of the bonds an amount which, together with
the premium and accrued interest, if any, shall be equd 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 Consfmction Fund. After the transfers
required by Section 13 hereof have been made, all remaining balarxe of the proceeds from the sa!e of
the bonds shall be tiansferred by the Fiscal Agent to the Treasurer of the Authority and placed in
the A'cquisition and Construction Fund. Thz moneys so set aside in the Acquisition and Construction
Fund shall remain therein until expended for the purpose of carrying out t>e 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 dote this resolution tzikes effect all Pledged Revenues
received by the Authority shall be placed in the Bond Service Fuiid 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 kterest 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 untiI the balance in the Reserve Fund is equal to $63,000. Moneys in
excess of the foregoing requirements and after making any reqbired transfers under Section 17, if
necessary, may be used by the Authority to make credits upon the rentds due under the Lease Agree-
ment by canceliation of all or a part thereof. Moneys in the Bond Service Fund may be temporarily
invested in amy authorized investment nhich 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 pzy
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 sgch investmects shall becornc
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 principzl of and intzrest an the bonds at such timcs when 2nd
to the extent that, at any other time the moneys in the Bond Service Fund received frcm PIedgcd Rev-
enues are insuficknt 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 bs investcd in any authorized invcTtnient which matures not later than five years
from the date of the invstmcnt. Any earninss on such inbestments shall become and rmiain a part
of the Reserve Fund. Moneys in cvcess of S6S,OOO shall be tronsferrcd to the Bond Scrvicc Fund.
Moneys in the Reserve Fund may be used to pny the principzl and/or interest on the last maturity or
maturities of bonds outstanding.
Scction 17. Working Cnpltd Ftind. After setting aside all funds rquircd by Sections 15 and
16'funiJs sufficient from Plcdged Revmue shall be transfl'rrcd by the Fiscnl Agent to the Trea5urer of
the Authority and placed in the Working Capital Fund and shall be used to the extent available for
payment of:
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(1) All taxes and assessments, if any, of any type or character Ievied at any time during
the term of the Lease hereunder upon the site or any improvemcnts 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 insurancc required cr permictcd on the property Icased;
(3) Ail costs and expenses which Authority may incur. incIuding but not limited to Fiscal
Agent’s fees, ccsts and expenses as a result of any default by the City under this Agreement,
including reasonable attormys’ fees and the costs and evpenses of any suit or action at law to
enforce the ternis and conditions of this Agreement;
(4) If at any time the Authority shall operate the Projzcr by reason of default of the City,
all amounts which shall be required to provide for the paymenr of ail costs of maintenance and
operation of the Project, including the costs of repairs and replacemertts, !abor costs and insurance;
and
-
(5) All sums necessary to maintain an amount of $1,500 in the Working Capital Fund.
Moneys in the Working CaTital Fund may be invested in-any authorized investxent which matures
not later than tweive months from the date of the investment. Any earnings on such investments
shall become and remain a part of the Working Capital Fcnd.
The City shall pursuant to the Lease Agreement p3y the Treasurer of the Authority the baIance
of ,any amounts due to pay the forqoing obligations.
Section 18. Warrnnty and Covenants. The Authority shall presert.2 and protect the szcurity 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 hereunh are outstanding and uqpaid
or so long as provision for the full payment and discharge thereof at maturity cr upon redemption
thereof prior to maturity through the settjnp 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 suCicisnt for that purpose
has not been made, the Authority makes the folIowing covenants and azrements 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 skaII be the dut3 of each and every
officer, representative and employee of the Authority to dc and perfxrn 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. Pusctunl Baqment. The Authority shall pay punctually the principal and interest
on every bond issued hereunder, together with the premium thereori, if my be. payable, on the date
or dates, at the p!~e or places, and in the manner mentioned in the bonds dm! coupons and in accord-
ance with their terms, and that the payrncrrts into the Bond Seriice Fund and the Reserve Fund will bc
made, all in strict conformity with thz terms of the bonds and of tb:s resolution, and chat it will faith-
fully observe and psrform all of the conditions, covenants, agreement3 and rcqtiirements and obligntiom
of this resolution and all resolutions supplemental thereto and of the bonds issu:d hL’icundei, and that
time of such payment and pzrforrnance is of the ecscnce of the Authority’s contract 57- ith the bontlhoiders.
Covenant 2. Q~wI~:~c Clzir-is. The AuthJrity shall p~y and didurge froim funds availnble for
that purpose, or require the Citj to pay and discliar22 undeL the ternti of the Lease Agxemmt, all
lawful ciainis for labar, niat,:rinls and supplies or othci chatgcs, which. if anpaid, may become a licn
or iharge upon any of its rcvcnucs chaigd with thc paynicnt c>f th: bc:ri[.i issued htreunder, or upon
any of its facilities or piopertics the rcvenucs lrom which are pledged to said bonds, and phich nay
hpair the sxuritj of thc bonds.
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Covenant 3. COZII~TI~IIC~ Acquisition and Construction. The Authority shall apply the proceeds
of the bonds to the accomplishment of thc purposes for which ths bonds are issued and shall commence
acquisition of the Project and conihue the same to completion in accordmk with the Lease Agreement
with all practical dispatch and in an economical mmncr.
Covenant 4. EnEGrce nnd Abidc b) thc Lease Xgreenient. The Authority shall compiy with and
perform all its obligations undx thc Lease Agreement, and shdl prom?tIy take all steps necessary
to enforce the Lease Agreement and to reqcire the City to perform all its obligations thereunder. In
the event of any default by the City under thc 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 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 Reverws 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 f3ke any action which wil! have
the effect of terminating the Lease Agreemenr and shal! not agree io any amendrncnt of the Lease
Agreement which would impair or reducpc ths security of the holders of the bonds.
Covenant 5. Covenant Against EncumSrance, etc.; Use of Corrdcmmtion QP Sale Procc4:i.
Except for the Lease Agreement and except to the extent permitted herein the Authority shall not
mortgage or otherwise encunber, sell. lease or dispose of any of its facilities or properties any rcvenues
of which are charged with the payment of the bonds issued hereunder, or any revenues theretcrom,
or enter into any lease or agreement which might impair or impede the operation of such faciiities or
properties, or any part thereof, or might otherwise impair or impcdde 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 nct be construed to prevent the Authority, acting in accordance with the Parking Law
and &e Lease Ageement, from:
(1) contracting for the operation or management of any of its facilities or prcperties;
(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 reaIized therefrom may be used to acquire or construct substitute parking facilities.
In the event the procecds cannot or are not so used, such proceed5 shall be placed in the Redemption
Fund and used to redeem bonds in accordance with the terms thereof, and the balance of such proceeds
shalI 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. Pnsursnee. Authority shall at all times maintain or cause to be maintained with
responsible insurers all such insuraace on the properties (valued as defined below) which is custonarily
maintained with respect to properties of like character against accident to, loss of or damage to such
properties. Notvciithjtanding 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 cau~e to be kept (or if City elects, City shall keep) a policy or policies of
insurance against loss or damzig: to th: proper:y covcred by the Rezo1ut;on resulting from vanda-
lism, malicious mischief. riot and civil comnioticn, and such pcri!s ordinarily defined as “extended
coveragz” and othcr perils as Authority and the City may agrec shou!d be insured againit on forms
and in amounts satisfactorq to each. Such insurance shall be maintained in an amount not less
than the ful: insurable vialur: G€ the propertic; (such value to include amounts spent for acquisition
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OP tSe Project, engineering, legal and administrative fees aild Projxt inspection and supervision)
or the amount of Authority’s outstanding Bond.;, whichever amount is the less, subject to deductible
conditions of nct 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 oitncd or leased by the Authority but ex-
cluding the cos: of restoring trees, plants and shrubs), less ph>sical depreciation Said “full insurable value” shall be determined from time to time btit not less frequentfy than once in every
thirty-six (36) months.
(b) Maintain or cause to be maintained use and occliprincy or business interruption or
rental income insurance against the perils of vandalism and rnakious mischief and such other perils
ordinarily defined as “extended coverage” in an amount equal to nor less than twelve (22) months’
rental; and
(c) Maintain or cause to be maintained public SabiIity insuraxe against claims for bodily
injury or death, or damage to property occurricg upon, in or about the property, such insurame
to afford protectio2 to a limit of nct less than $250,000 nith respcct to bodily injury or death
to any one person, not less than $l,OCO,OOO w;rh respect to bodily iajury or death to any number
of persons in any one accident, and property damage liability insurance in an amount not less
&harm $50,000.
All insurance herein providcd for shali be effected under policies isssed by insurers of recognized
responsibiifity, licensed or permitted to do business in the State of Californis.
All poIlcie5 or certificates issued by the respective insurers for Insurance shaIl provide that such
policies or certificates shall not bz cancelled or materially changed without at lenst ten (10) days prior
written notlce to the Fiscal Agent, and shzll carry loss payable endorsemezts in favor of the Fiscal
Agent where applicable. The CGpies of such poIicies sha?! be deposi:ed Kith the Fiscal Agent by the
Authority, together v%ith appropriatc evidence of payment of the premiums therefor; and, at least ten
(10) days prior to The expirazion dates of expiring policies or ContraciS held by the Fiscal Agent,
copies of originals of icnewal cr copies of new po!icies on contracts or certificates, shalI be depositec!
with the Fiscal Agent.
All proczeds of insxance with respect to loss or damage to the properiy shall be Faid 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 t3e Projcct is to be repaired
or rebuilt, the Fiscal Agent shall transfer the sanie to the Treasurer of the Authority who shalI 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 moneqs in such fund.
Covenant 7. Wccords and Accounts. The Authority shall:
(a) keep proper and complete books of records and accounts covering a11 its facilities and
properties, any revenues of which are pledged to the payment of :he bonds issued hereunder, and
covering a!l revenues and funds controlIed by this resolution, szparate from all othcr records and
accounts, in which complete, correct and current entries shall be Rad- of all transactions relating
to such facilities, propertiei, revenues and fund< and of a11 receipts, pnyrneuts, transfers and
other transactioni relating thereto. Said records and accounts skall at all times be subject to
the inspection of the holdcrs of not iess than 10% of th: outstanding bonds or their representative
or representative? 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 pubiic accountants.
A copy of the report of such acciluntmt GY firm shall be filed tviih the Fiscal .4gent and be
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available for inspection by any bondholder at the office of the Treasurer, and the Authority shalI
furnish a copy of said report, or a summary thzreof, upon request ta 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
fmn.
Covetant S. Additional Bonds or Indebtedness. The Authoiity shali not issue any additional
boads, except refunding bonds or incur any other liability or indebtzdness, payable in who!e or in
part from the Pledged Revenues or the Reserve Fund, but the Aclthoriiy may issue bonds, or incur
liability or indebtedness, payable from any reveriues or funds of the Authority other than the Pledged
Rzvenues or Reserve Fund.
Covenant 9. Mzintnin zad Presene the Project. The Authority shalt, or shall cause City as
lessee under the Lease Agreement or Authority's agents or lessees in ek case of default, to opera:e,
maintain and preserve :!!e Project in good rcpair and working order and to operate the Project in an
efficient and economical manner; provided, however, that in ihe case cE default the AJthority or its
agents or lessees, with the consent of the City, mcy lease or rent concessions, or lease or rent the Projeci or any part thereof, or otherwise provide for the operating of the Project or any part thereof.
Covenant 10. Ri93intenmce of Eheveiiues. 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 suf5cIent to paj principal of arid
interest on the Bards as they become due, together with all expenses of operation, maintenance and
repair of the Project and such additlonol sums as may be required for the Reserce Fund; provided,
however, that all rates, tolls, fees, rentals or other charges in connection xith the services and facilities
furnished by the Project shall be subject fo such provisiom, if any, relativz thereto as may be contained
in the Lease Agref:meilt.
Section 19. Investment of Funds. Obligations purchased as an investment of moneys in any
fund hereby created which are herein authorizcd to be invested shal! be deemed at all times to be a
part of such fund and ti;e interest accruing thereunder and any profit realized from the investment
shall be credited to such fuild and any loss resulting fro3 such investment shall be chargzd 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 Acthority shall sell at the best
price obtainable or present for redemption any oblieations so purchased \Thenever it shall be nccessarjl
to do so in order to provide monejs to meet any payment or transfer f:om such fwd. For the purpose
of determining at sny given time the balmce in any such fund or for the pxrpase of transferrins
investments from ox fund to another fund any such investmcnt constituting 3 part of a fund shd be
valued at the thcn e\timnicd or appr2ised market value of such inve\tr?ttnt.
Section 20. Iost, Ccsirojcd or JIutil3!ed Bonds. In the event rht any bond or any interest
coupcn pert'iining thereto is lost, sto!en, destrojcd or mutiLiied, the Aurhoritj will cause to be issued
a nw boild or coupon siriilar to the orisin3.I to repl,ice the sanic in such manner and upon such
reasonabla terrris and conditions, Including the pa>ment of costs and th: posting of a surzty bond if
the Authority deem such surety bond necessary. as may from timz to time be d2terniined and pre-
scribed by resolution The Authority m2.y autliorizz such new bonrt or cotipon or coupofis to be
signed and zuttien:iclitsd in such manner as it clctermines in said recolution.
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Section 21. Car,ceiiation of Bonds. A11 bonds and cogpons surrendered to any fiscal agent of
the Authority for pajment upon maturity or for redemption prior to maturity shall upon pajment
therefor be cancelled irnmedi3tely and forthHith transmitted to the Treasurer. AI1 of the bonds and
interest coupons surrendered to the Fiscal Agent for payment or redemption shall upon payn~erit
therefor be c3ncelled immediateIy. All of the cancelled bonds and interest coupons :hall remain in the
custody of the Treasurer until destroyed pursuant to due authorization.
Section 22. Consent of Bozdholdcrs. The consents of bondholders provided for in Sections 22
to 28, inclusive, hereof shall r&te so!ely 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 iaid bocds. An! act relating to the
amendment, waiver or modification of any of the said covenants consented to by the Aulhority and
by bondholders holding sixty per cent (60%) in aggegate principal amount of the outstandirg bonds,
exdusive of issuer-onned bonds, shall be binding E~OR the holders of all the konds and interest
coupons, whether such coupons be attached to bonds or detacked 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 expredy pe-mitted 5y
the terns of this resohiion, and after such ccnsent re!ating to such specified matters has been given.
no bondhclder or holder of any interest Coupoil, whether attached to a bofid or detached therefrom,
shal! havz any right or interest to object to such action or in any rrixmer to questTon the propriety
thereof or to enjoin or restrain the Authority or any officer theieof from taking any action pursuant
thereto.
Section 23. Cdling 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 considerins
the action, the consent to which is desired.
Secticn 24. Notice of bIeeiing. Notice specifying the purpose, piace, date and hour of such
meeting shall be published once in each of four successive calendar weeks in a nenspaper of general
circuIation 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 shal!
set forth the nature of the proposed action, consent to which is desired. If any of the bonds shall 5e
so registered as to be payabIe otherwise than to bearer, the Authority shall, 01: or before the first
publication of such notice, cause a similar notice to be mailed, postage prepaid, tc the respective
registered owners thereof at their addresses appearing on the bond registry bcoks. The place, date and
hour of holding such meeting and the date or dates of publishing and maiiing such notice shall be
determined by the Authority, in its discretion.
The actual receipt by any bondholder of notice of any such meeting shcill not be a condition
precedent to the holding of such meetins, ar,d faiIure to receive such notice shall not affect the validity
of the proceedings therent. A resolution of the Authority that the meeting has been called and that
rictice thereof has been given as herein provided shrill bc conc!usive as against all parties and it sha!l
not be open to any bondholder to show that he failed to rcceive noticc of such meeting.
Section 25. Votlrig Qt~~lificaiion.;. Any bondholder may, prior to any such mesting, deliver his
bond or bonds to any aync} dcsignated by the Authority for the purpo>e, and shnli ttieieupon be
entitled to receiLa 8n appropriate receipt for the bmd or bondc so deposita!. calling for the redelivery
of such bond or bond, at anj time after the meeting. The Fiscal A2zr.t sha!l prepare and deIiLer to the
Chgirrnan of the meeting n list of the namas and addrzsses of the reglstzrd owrcrs of bonds, uith a
statement of the maturities and serial numbers of the bonds hcld and dcpositcd by each of such bond-
holders, ani! no bondho!der s?iall be entitled ;s vcte zt kiich n;ceiin< unless his 112ne appears upon
such list or ti!;!ass he shA1 present his bond or bonds at the nccfing or a cercificxe of dei2osit thereof,
22
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saticfactory to t3e Authority, executed by a bank or trust company. No Oondholcer s’nall be permitted
to vak with respect to a larger agsregatc principaI amount of bonds than is set against his name on such
list, udess he shall produce the bonds upon which he desires to vote, or a‘certificate of deposit thereof
as above provided.
Section 26. Isscer-Owned Bond‘r. The Authority shall present at thc meeticg a sIpzd certificate,
verified by the Fiscal Agent, stating the maturities and serial numbers of all bonds owned by, or he!J
for accouIit of, the Authority or the City, directly or indirectly. Xo pcrson shall be permitted at the
meeting to vote or consent with respect to any bod appearing upon such certificate, or any bond
which it shall be established at or prior to the meeting is owncd by the Authority or the City, direct!y
or indirect&, and EO such bond (in this resolution referred to as “issuer-owned bond”) shall be counted
in determining whether a quorum is present at the meeting.
%ction 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 bozds”) shaIl
be necessary to consthte 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 adjcurned without furthx notice,
whethzr such adjournment shall have been had by a quorum or by izss thm a quorum. Th: Authority
shall, by an instrument in writing, appoi7t a temporary chairman of the meeting, and the Keeting shall
be organized by the election of a permanent chairman and secretary. At my meeting each bondho!der
shall 5e entitled lo one vote for every S5,OOO principal amount of bonds with respect to which he
shdll be entitled to vote as aforesaid, and such vote may be given in person or by proxy duly appointid
by an instrument in writing presented at the mzeting. The Authority, by its duly authorized rcpresenta-
tive, may attmd any meeting of the bondholders, but shall not be required to do so.
Section 28. Vofe Required. At any such meeting he!d as aforesard there shalI be submitted for
the consideration and acticn of the bondho!ders a statzment of proposed action, consent to which is
desired, 2nd if such action shall be consxted to and appicved by bondholders holding at least sixty
per ceat (60%) in asgregate amount of the bonds then outstandins (Zxclusive of issuer-owned bonds)
the chairman and secretary of the m-eting shall so certify iE writing to the Authority, and such certificate
shaII constitute complete evidence of cons2nt of bondho!ders under the provisions of this resolutioil. A
certificate signed and verified by the chairmaii and the secretarj of any such meeting, shall be con-
clusive evidence and the only ccmpetent evidence of matters stated in such certificnte relating to pro-
ceedings taken at such meeting.
Section 29. Bmd and Coiipm Forms. The bonds shall be payable to bearer, shall be issued in
negotiable foig, and shall be ncgotlablc, and the form of the bonds and interest coupons thereof shall
be substantkJly as foliotw:
UNITED STATES OF AMEKICA
COUNTY OF SAX DTEGO
PARKING AUTHORITY OF THE
CITY OF CARLSBAID
1959 PARXIKG REVENUE BOND
STATE OF cxwomrA
No. ...___ .... ~ __...__ __ ..__ $ ._.._ .... ~ ....._._...-.
The PARKISG AUI‘HORTTY CF THE CITY OF CXRLSBAD. a public corporation sit-
uated in the City of CnrIsbd, CJunty of San Dicgo, State of Ca:lfor!:r::, FOR VALUE RECEIVED,
hereby prorniscs to pay, solely from the Pled_rxi Revenues and certain other limited funds. as
hereinafter provided, io tha benrcr or, if this bond be rcgistered, to th: registcrcd o\hncr hereof, on
.
‘
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I.
a,
October 1, 19--.-, upon presentation and surresder of this bond, the sum of FIVE THOUSAND
DOLLARS (SS,OOO), with interest thereon from the date heceoE at the, rate of _____ ..% per annurn,
payab!e 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 ateeched; pro-
vided, hoaever, that if at the maturity date of this bond or, if fhz same is redeemabk prior to
maturity 2nd shall be duly called for redemption, then at the date fixed for rtdemption funds are
available for the paynieni or redemption thzreof, as provided in the resolution hereinafier meil-
~oned, this bond shall then cease to bear inrerest. Both principal and interest are payable in lawful
money of the United States of America at the cEce of the Fiscal Ageilt in Los Angeles, California, or, at the option of the holder, at any paying agency of the AutilcJrity in Chicago, Illinois, or
New York, Ncw York.
.
This is one of a duly authorized issue of bonds of the Authority, 311 of bhich have bee^ issued
under and pursuant to the Parking Law of 1949 (being Part 2 cf Division 18, of the Streets and
Highways Code of the Statc of California) arzd the creation of said issue and the ternis and
conditions of the bond5 are provided for by the resdution of said Authority authorizing the bonds
adopted _...... ___ ._ ___.__ .--, 1969, designated Resolution No. .._____..___ ~ ....., and, pursuant to said
Parking Law of 1949, this ref~rence incorporates a11 of the provisions of said resolution into the
body of the bonds and their coupons; and by acceptance heieof the holder cf this bond and the
coupons hereto attached assents to said terns and conditions; and ea& taker and subcequent holder
of the bonds or coupons, whether thc coupons are attached to or detxhed from the bonds, has
recourse to a?? of the provisions of the indentux and is bound there5y. Said resolution is adopkd
under, and this bond and the interest coupons hereto attached are issued under and are to be
construed in accordance with the law of the State of California.
The bonds of this issue shall constitute special obligcitions, and evidence a specizi indebted-
ness, of the Authority, ahich shall be 2 charge upon, and peyabk, bath as to priilcipal and intzrest,
and 2s to any premiums upon the redemption of any thereof, solely from, tke Pledged Revenues
and certain other limited funds, as specified herein, and in said ResoEutioii No. ___.__.____. ______ and in
the proceedings €or their issuance, and shall not constitute obligations, nu evide:xe my indebted-
ness, of !he City of CarIsbad or of the State of California.
In the manner provided in said ResoIution, certain oblisations mentioned in said Resolution
may be waived or modified with the consent of the holders of 60% in aggregnte principal zmount
of the outstanding bonds, exclusive of issuer-owned bonds.
Udess this bond matures on or prior to October I, 1979. it is callable and redeemable prior
to mzturity in accordance with the provisions for redemption endorsed hereon.
This bond and the coupons hereto attached are ne,ootiab!e instrurnxits and shall be negoti-
able by delivery. This bond may be registered as to princip? only or as to both principl arid
interest, in accordance with the provisions for registratlori endorsed hereon.
It is hereby certified and recited that any and a11 actc, condiiioirg and things required to exist,
to happen and to be performed precedent to and in the incurring of the indebtdncss evidcnccd by
this bond ant1 in the ~SSLIXVX of this bond exist, have h?.ppcneci, 2nd h3i~ bezn performed ir! due
time, form and mariner as rcquired by th%: Constitution and SiGtutcs of the State of Ca!iEor?,i?,
and that this bond ic within evLry deb: 2nd other limit prcscribcd by the Conctitution and St:ltutes
* of’the State of California.
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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 thz City as ex officio
Treasurer of the Authority, by their facsimile signatures, CounteiSigned by the Clerk of the
Authority, and sealed with thc: corporate seal of the Authority, and the interest coupons hereto
attacfizd to b, signed by said Treasurzr by his facsimilz signature, and hns 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 oficio Treasurzr of said Authoiity
COUWTERSIGNED:
Clerk of the Parking Authority of
8 the City of Carlsbad, California
(SEAL)
(COUPON FORM)
On the first day of
The PARI<IN@ AUTHORITY OF THE CITY OF CARLSBAD, CALIFORKIX.
will pay to the bearer, at the office of the Fiscal Agene of said City, in the City of
Lo3 Angeles, California or at the option of the holc!er hereof, at any paying agency
of the Authority in Chicago, Illinois, or Xew York, New York, out of the Pledged
Funds anit certain other limited funds as set forth in the bond to which this coupon
is attached an6 not out of any other fund or monqs of the Authority, the sum of
in lawfrrI money of the United States of America, being the semiannual interest
then due on 1969 PARKING
> REVENUE BOND NO.
dated October 1, 1969
____ ____ _______ ____ ~
19 ____..__ ____
Coupon No. __ ..____ ~ _._____.___
S.......... _______ ~
- -_ City Treasurer of the City of Carlsbad
as ex oficio Treaburer of said Authority
On the reverse sidz of the CoupCJn there shall bc printed substantially the following:
(REVERSE OF COVPOK)
If the bond to ~lii~li this coupon is atixhed is redcernablz and is duly called for reclemption on
a date prior to the maturity date of this coupon, this coupon will be void.
On the revers side of the bonds there shdl 5,: printed substantially the following:
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PROVISIONS FOR REDEMPTIOX PRIOR TO MATURITY
In the event sf Ioss of, substantial damage to or condemnation of ;he whole or any substantial
part of thz 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 arnouni thereof with ac'crued 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 ieiating to call therein, but
ody h 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, Trrasurcr 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 Eoild matures on or prior to
October 1, 1473, it is redeemable in the manner and subject to the terns 2nd provisions, and with
the effect, set forth in the resolution referred to on the face of this bond. at the option of the
Authoiiv, on October 1, 19'79, or on any interest payment dare thereafter prior to maturity, upcn
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 (percentzge of par value)
equal to Vz 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 esseed 5%. Bonds of the issue of
which this bond is a part are so redeemable onIy in inverse order of maturity and bond number.
PROVISIONS FOR REGISTRAXON
This bond may be registered in the name of any person as the registered owner hereof, as to
principa! only or as to both principal and inrerest, and, if registered in either of said forms may be
changed to registration in the other of said forms or dischargzd from registration.
Each registration, transfer after registration, fully registered form of registration, or dis-
charge from resistration of this bor?d shall be entered by the Fiscal Agent in books kept by him
for the purpose and noted by him in :he registration blank below. Registration as to principal only
shall not affect the negotiability by deliveiy of the coupon5 pertainins hereto. Upon registration
as to both priccipal and interest, a11 unmatured coupons pertaining hereto shall be surrendered
to the Fiscal Agent and may be preserved or cancelled in his discretion.
So lcng as this bond is registered no transfer hereof shall be valid for any purpose un14ss made
by the registired owner and entered acd noted as hereiri provided, and the principal hereof and
any redempiin premium shall be payable only to the resistered o\;viier, 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 oivnar 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 prirxipal and interest and it; registration is changed to registration as to principal only,
or if it Is dischargcd from registration, there shal! bc attached hereto coupons representing interest
hereon to beccme due thereafter to the date of maturity hereof. In liou rhzreof, and upon surrender
and cancel!ation hereof, :he Fiscal Agent in his discretion may issue in exchangc therefor a new
bond, with such coaponc attxhed, identical with this bond, elcept for the previous notations
on the registration blank hereon, and except that thc siznatures on thz new bond shdi be those of
the persons holding the offices at the time of afiixing wch signzturzs. The issuance o€ any such new
bond cr new coupons shall be at the expense of the registsrcd mnei.
Each discharse hereon from rqistration shall bc effected by an entry on the registry books,
and a notation in the blank bdow, that tF's bocd is payable to benre:, ivhereupon this bond shall
become an unrcpislered bc'irer instrument, negotiablc by delivery as if it had never been resistered.
a.
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Each request for registration, transfer, change or discharge must be in form satisfactory to the
Fiscal Agent and must be madz in writing, signed by the registercd guner, or by his agent duly
authorized in writing, or by the bearer, as the case may be.
Dste of in Whose Xame MLtnner of Signature of Regisma tion Registered Registntion Fksl Agent
---__.-_______._._._.-.-.___-__ --.._-_.._ ...-- -.-._ .._-...-.-_ ___ ..... _____--~-_._..-.._.______-.--.._-. ~ .--.---- ~ ...---. ~ ___-___-_- _.__-_ .-_-.
I.-_-__-____.-_-_...~~~.--~~--~~-. " -_.-_------.--_.-__-_______________.___ __ ,..._ ~ ___.._.-..._ ~ _._._._-.._._....- .._.-._.-.-.-___-- ..._ ~ -...._. _.._._-_._
ll.--l---_-----.__-.._.__..__._.. --.._.--.....-_.-.._.---..~~-..-~~~.-- -_______-.._____..._--_.._.__._.._I __---_---._-.-.._.....__......._.._. ._
Section 30. Proceedings Constitute Contrnst. 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 reso1i:tions or ordinances adopted in connxtion with the aut'mrization of the
bonds shalt. constitute a contract between the Authority and the holder of such bends, not subject
to repeaI, 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 constryed 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 covenan:s, conditions or obligations contaiped in said contract shall be those provided by the laws of
the State of Californiz, including, without limitation, said Parking Law. In addition to a11 other rights
conferred upon a bond'nolder and subject only to any contractual restrictions binding upon him a
bondholder may:
(a) By mandamus, suit, action, or proceeding at law ex in equity, compel the Authority
and its members, officers, agents or emploqees to perform every term, provision, and covenant
contained in any contract of the Authority with or for the benefit of the bondholder, to carry oaf 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 thinss which are unlawful
and in violation of any of the rights of the bondholder.
Section 31. $evcrabiGty. It" any covenant, agreement or provision, or any portion theieof, 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 persoix or circumstances, shall be
deemed severable and shall not be affected, and this resolution and the bond? issued pursuatit hereto
shall renuin valid and the bondholders shall retain all valid rights and benefits accorded to them
under this resolution and the Constitution and latvs of the State of Califomii.
27
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4 Section 32. EffectiTe Date. This resolution shalI take effect upon adoption.
ADOPTED, SIGNED AND APPROVED this 2 1 s +by of AL~ IS^, ’1969. H/ ,&A 2Yf /A>*
Chair9 6f the Parging AuthorFFof
the City of $$f&ad, Caliy<a
ATTEST:
STATE OF CALTFORNA
COUNTY OF SAX DIEGO J
1 ss.
E, MARGARZT AD-AltIS, Clerk of the Parking Authority of the City of Carlsbad, Califomia,
DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Parking Authority of the
City of Carlsbad at a meeting of said Parking Au:hority held on the 2 -1 s Gay of August, 1969, and
that,,it was so adopted by the following vote:
AYES:
NOES: ‘3R2
IjfrpLCtOrS C~~LEC:I, :,z:~je:,e~ 3::t &.$u2,Ik
AESENT: -$~zc%; ::l]<rt -2p- ;(;”..
Gq~.%,$ --” ,/ / / “-“t/r_i ( F erk of the Parkin, Authority of
i the City of Carlsbad, California
(SEAL) J
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4.93 (1 5 3.'
2#- do. When Recorded Mail to: ~i~gi @S~R;,J;CE $$ID TRUSf , - -. CQ;j!p _._. . . _-_ ... - ---
Parking Authority of the City of Car.lsbad - i'L1 '
i,/ ... _: I i 1 iu 23 ::ti City Clerk
City of Carlsbad
Carlsbad, California
t.40 F:;
~.
!
Original Lease Agreement attached to
GRANT DEED #321 in DEED FILE