Rancho Palos Verdes Improvement Authority Bond Purchase Agreement (RDA Bond) 110
BOND PURCHASE AGREEMENT
This Bond Purchase Agreement is made and entered into
as of December 2, 1997, by and between the Rancho Palos Verdes
Redevelopment Agency, a public body, corporate and politic, duly
organized and validly existing under the laws of the State of
California (the "Agency") and the Rancho Palos Verdes Improvement
Authority, a joint powers authority duly organized and validly
existing under the laws of the State of California (the
"Authority") .
Recitals
A. The Agency is a redevelopment agency, a public
body, corporate and politic, duly created, established and
authorized to transact business and exercise its powers, all
under and pursuant to the Redevelopment Law, and the powers of
the Agency include the power to issue bonds, notes and other
obligations for any of its corporate purposes.
B. The Agency has determined to issue its Rancho
Palos Verdes Redevelopment Agency, Project Area No. 1, Tax
Allocation Bond, Issue of 1997 (the "Bond") in the principal
amount of $5,455, 000.
C. The Authority is a joint powers authority duly
organized and existing under and pursuant to that Joint Exercise
of Powers Agreement dated as of September 4, 1990, by and between
the City of Rancho Palos Verdes (the "City") and the Agency, and
under the provisions of Articles 1 through 4 (commencing with
Section Section 6500) , Chapter 5, Division 7, Title 1 of the
Government Code of the State of California (the "Act") and is
authorized pursuant to Article 4 of the Act to acquire bonds,
notes and other obligations of the Agency to provide financing
for public capital improvements.
D. The Agency has determined to sell, and the
Authority has determined to purchase, the Bond pursuant to the
terms of this Bond Purchase Agreement.
E. The Authority intends to resell the Bond to the
County of Los Angeles (the "County") , in accordance with the
Memorandum of Understanding dated as of November 1, 1997 (the
"MOU") among the County, the City and the Agency.
F. All acts and proceedings required by law necessary
to make this Bond Purchase Agreement, when executed by the Agency
and the Authority, the valid, binding and legal obligation of the
Agency and the Authority, and to constitute this Bond Purchase
Agreement a valid and binding agreement for the uses and purposes
herein set forth in accordance with its terms, have been done and
taken, and the execution and delivery of this Bond Purchase
Agreement have been in all respects duly authorized.
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NOW, THEREFORE, in consideration of the premises and
the mutual agreements herein contained, the parties hereto do
hereby agree as follows:
Section 1. Definitions. Unless the context clearly
requires or unless otherwise defined herein, the capitalized
terms in this Bond Purchase Agreement shall have the respective
meanings which such terms are given in Resolution No. 97-21 (the
"Agency Resolution") of the Agency.
Section 2 . purchase of the Bond. Upon the terms and
conditions herein set forth, the Authority hereby agrees to
purchase the Bond, and the Agency hereby agrees to sell, execute
and deliver the Bond to the Authority.
Section 3 . The Bona. The Bond will be delivered in
definitive, fully registered form, registered in the name of the
Authority (or such assignee of the Authority as the Chief
Administrative Officer of the Authority shall designate in
writing to the Agency) , and may be typewritten. The Bond shall
be dated, shall be payable in the years and in the principal
amounts, and interest thereon shall be payable on the dates and
at the rate, shown in the Agency Resolution, and shall otherwise
be as described in, and shall be secured as set forth in, the
Agency Resolution.
Section 4. Closing. At 11: 00 A.M. , California time,
on December 2, 1997 or at such other time or date as shall have
been mutually agreed upon by the Agency and the Authority (the
"Closing") , the Agency will, subject to the terms and conditions
hereof, deliver to the Authority, at the office of the Treasurer
in Rancho Palos Verdes, California, or at such other place as
shall have been mutually agreed upon by the Agency and the
Authority, the Bond and, subject to the terms and conditions
hereof, the Authority will accept such delivery.
Section 5. Conditions of Closing. The Authority's
obligation to purchase the Bond is conditioned upon (a) the
resale and delivery of the Bond to the County on the date of
Closing; and (b) cancellation of the outstanding County of Los
Angeles, CI 2651-M, 1915 Act Limited Obligation Improvement Bonds
(Abalone Cove) and the release of the liens securing repayment of
such Improvement Bonds pursuant to Section 4 of the MOU.
Section 6. Termination. If the conditions to the
Authority's obligations contained in this Bond Purchase Agreement
cannot be satisfied at or prior to the date of the Closing, this
Bond Purchase Agreement may be canceled by the Authority. Notice
of such cancellation shall be given to the Agency in writing.
Upon any such termination neither the Agency nor the Authority
shall be under any further obligation hereunder.
Section 7. Parties in Interest. This Bond Purchase
Agreement shall constitute the entire agreement between the
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Agency and the Authority and is made solely for the benefit of
the Agency and the Authority (including their successors or
assigns) . No other person shall acquire or have any right
hereunder or by virtue hereof.
Section 8. Governing Law. This Bond Purchase
Agreement shall be construed and governed in accordance with the
laws of the State of California.
IN WITNESS WHEREOF, the Rancho Palos Verdes Improvement
Authority has caused this Agreement to be signed in its name by
its duly authorized officer and the Rancho Palos Verdes
Redevelopment Agency has caused this Agreement to be signed in
its name by its duly authorized officer, all as of the day and
year first above written.
RANCHO PALOS VERDES IMPROVEMENT
AUTHORITY
By - ,,,,. / ' 0
1 Pre ide
ATTEST:
(j ___ /4°F
Of
uthority Secretary
RANCHO PALOS VERDES REDEVELOPMENT
AGENCY
By db, a / /A-4 Y7747
Chairma•'V
OpY 0
ATTEST:
41 A, / / /Of
A ncy Secretary
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