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RDA RES 1997-021 RESOLUTION NO. RDA 97-21 A RESOLUTION OF THE RANCHO PALOS VERDES REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF ITS PROJECT AREA NO. 1, TAX ALLOCATION BOND, ISSUE OF 1997, TO REFINANCE A PORTION OF THE COST OF THE REDEVELOPMENT PROJECT AND PROVIDING FOR THE SALE OF THE BOND TO THE RANCHO PALOS VERDES IMPROVEMENT AUTHORITY RECITALS: A. The Rancho Palos Verdes Redevelopment Agency (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, interim certificates, debentures or other obligations, for any of its corporate purposes. B. A Redevelopment Plan for a redevelopment project known and designated as Project Area No. 1 has been duly approved and adopted by the City of Rancho Palos Verdes (the "City") . C. The Redevelopment Plan contemplates that the Agency will issue bonds or notes to finance costs of such redevelopment. D. The County of Los Angeles (the "County") has heretofore undertaken proceedings under the Municipal Improvement Act of 1913 (being Division 12 of the Streets and Highways Code) , to form County Improvement District No. 2651-M (Abalone Cove) , and to levy deferred benefit assessments therein (the "Assessments") , in order to finance certain landslide mitigation facilities (the "Improvements") within the Abalone Cove and Portuguese Bend areas of the City and within or of benefit to the Project Area. E. Pursuant to the Improvement Bond Act of 1915 (being Division 10 of the Streets and Highways Code) , on July 26, 1991, the County issued $10, 000, 000 aggregate principal amount of its CI 2651-M, 1915 Act Limited Obligation Improvement Bonds (Abalone Cove) (the "Improvement Bond") , proceeds of which were I/ paid to the Agency to finance the Improvements. F. The Agency, the County and the City have heretofore entered into a Memorandum of Understanding dated as of November 1, 1997 (the "MOU") , providing, among other things, for the sale and issuance of a tax allocation bond (the "Bond") in the principal amount of $5,455,000 to the County, the cancellation by the County of the Improvement Bond and the elimination of the Assessments. 971111 R6876-00142 pjn 1113296 (4) G. The Agency deems it necessary and desirable at this time to authorize the issuance and sale of the Bond for the purpose of refinancing the costs of redevelopment represented by the Improvements and implementing the provisions of the MOU. NOW, THEREFORE, THE RANCHO PALOS VERDES REDEVELOPMENT AGENCY HEREBY FINDS, DETERMINES, RESOLVES AND ORDERS as follows: I/ Section 1. Definitions. As used in this Resolution the following terms shall have the following meanings, unless the context requires otherwise: "Agency" means the Rancho Palos Verdes Redevelopment Agency, 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 any successor to its duties and functions. "Authority" means the Rancho Palos Verdes Improvement Authority. "Bond Purchase Agreement" means the agreement by and between the Agency and the Authority relating to the purchase of the Bond by the Authority. "City" means the City of Rancho Palos Verdes, California. "County" means the County of Los Angeles, California. "Federal Securities" means bills, certificates of indebtedness, notes, bonds, or similar securities which are direct obligations of, or the principal and interest of which securities are guaranteed by, the United States, whether issued in book entry form or otherwise. "Fiscal Year" means the fiscal year beginning on July 1st and ending on the next following June 30th. "Housing Fund" means the Project Area No. 1, Low and Moderate Income Housing Fund established pursuant to Section 33334 . 3 of the Redevelopment Law and held by the Agency. "Interest Payment Date" means June 2 , 1998, and each December 2 and June 2 thereafter, to and including December 2, 2027. I/ "MOU" means the Memorandum of Understanding dated as of November 1, 1997, among the County, the City and the Agency. "Net Tax Increment" means, for each Fiscal Year, the taxes (including all payments, reimbursements and subventions, if any, specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations) eligible for 971111 R6876-00142 pjn 1113296 (4) - 2 - RESOL. NO. RDA 97-21 allocation to the Agency pursuant to the Redevelopment Law in connection with the Project Area (excluding (a) amounts, if any, received by the Agency pursuant to Section 16111 of the Government Code; (b) amounts payable to the Consolidated Fire Protection District of Los Angeles County pursuant to Section 8B I/ of that certain Reimbursement and Settlement Agreement dated October 13, 1987 among the County, the Agency and the City; and (c) amounts deposited by the Agency in the Housing Fund pursuant to Section 33334.2 of the Redevelopment Law) , as provided in the Redevelopment Plan. "project Area" means the territory known and designated as Project Area No. 1, which is described and defined in the Redevelopment Plan. "Redevelopment Law" means the Community Redevelopment Law, California Health and Safety Code Section 33000, et seq. , and all future acts supplemental thereto or amendatory thereto. "Redevelopment Plan" means the Redevelopment Plan for Project Area No. 1, approved and adopted by ordinance of the City and includes any amendment of the Redevelopment Plan heretofore or hereafter made pursuant to law. "Redevelopment Project" means the undertaking of the Agency pursuant to the Redevelopment Plan. "Registered Owner" or any similar term, including, without limitation, "Bondowner, " "Owner of Bonds, " "Bondholder" or "Holder of Bonds, " means the registered owner or the duly authorized attorney, trustee, representative or assigns of any outstanding Bond of such owner. "Supplemental Resolution" means a resolution supplemental to or amendatory of this Resolution. "State" means the State of California. "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the functions of Treasurer of the Agency. Section 2. Amount, Issuance and Purpose of Bond. Under and pursuant to the Redevelopment Law, and under and I/ pursuant to this Resolution, a Bond of the Agency in the principal amount of $5,455, 000 is hereby authorized to be issued by the Agency for the corporate purposes of the Agency to aid in the financing and refinancing of redevelopment activities of the Agency, and as described in the recitals hereof. It is hereby determined and declared that the issuance of the Bond is necessary for the purposes herein stated. 971111 R6876-00142 pjn 1113296 (4) - 3 - RESOL. NO. RDA 97-21 Section 3 . Nature of Bond. (a) Security. The Net Tax Increment is hereby allocated and irrevocably pledged to the payment of the principal of and interest on the Bond, and until the Bond and all interest thereon have been paid, or until moneys for that purpose have been irrevocably set aside as provided in Subsection (b) of this Section 3, the Net Tax Increment shall be applied solely to the I/ payment of the Bond and the interest thereon. Such allocation and pledge are for the exclusive benefit of the Registered Owner of the Bond and shall be irrevocable. The Bond shall be and is a special obligation of the Agency payable as to principal and interest from Net Tax Increment as herein provided. The Bond and the interest thereon are not a debt of the City, the State or any of its political subdivisions and neither the City, the State nor any of its political subdivisions is liable on the Bond, nor in any event shall the Bond and interest thereon be payable out of any funds or properties other than those of the Agency as set forth in this Resolution. The Bond does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing the Bond are liable personally thereon by reason of its issuance. The validity of the Bond is not and shall not be dependent upon the completion of the redevelopment of the Project III Area or upon the performance by any person of an obligation of that person relative to such redevelopment. (b) Defeasance,. Nothing in this Resolution shall preclude: (i) the payment of the Bond from the proceeds of refunding bonds or other obligations issued pursuant to law, or (ii) the payment of the Bond from any legally available funds. Nothing in this Resolution shall prevent the Agency from making advances of its own funds howsoever derived to any of the uses and purposes mentioned in this Resolution. If the Agency shall pay or cause to be paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity to the Registered Owner of the Bond, of the principal and interest to become due thereon, through setting aside in a special trust fund or account created pursuant to this Resolution or otherwise, moneys sufficient therefor or moneys invested in Federal Securities, the principal of and interest on which when due will be sufficient therefor without reinvestment, then, as to the Bond, the lien of this Resolution, including, without limitation, the pledge of the I/ Net Tax Increment shall thereupon cease, terminate and become void and be discharged and satisfied, and the Bond and interest thereon shall no longer be deemed to be Outstanding. In case the Bond is to be redeemed on any date prior to its maturity, the Agency shall give to the Treasurer irrevocable III instructions to provide notice of redemption as provided in 971111 R6876-00142 pjn 1113296 (4) - 4 - RESOL. NO. RDA 97-21 Section 11(b) of this Resolution. Neither the Federal Securities nor moneys deposited pursuant to this Section nor principal or interest payments on any such Federal Securities or moneys deposited pursuant to this Section shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal and interest to become due on the Bond. Section 4. Description of Bond. The Bond shall be designated "Rancho Palos Verdes Redevelopment Agency, Project Area No. 1 Tax Allocation Bond, Issue of 1997. " The Bond shall be issued in the form of a single, fully registered Bond, in the aggregate principal amount of $5,455, 000. The Bond shall be dated as of the date of its original delivery. Section 5. Principal Installments and Interest. The principal amount of the Bond shall mature in installments on each December 2, commencing December 2, 2004, in accordance with the schedule attached as Annex A to the form of Bond attached hereto as Exhibit A. Interest will continue to accrue on any installment of principal which is not paid when due, as provided in the next paragraph. Interest shall accrue with respect to the unpaid principal amount of the Bond at the rate of five percent per annum, calculated on the basis of a 360-day year comprised of twelve 30-day months, and shall be payable in arrears on each Interest Payment Date. In the event any installment of interest is not paid when due, such amount shall remain due and payable from the next available Net Tax Increment or any other lawfully available funds of the Agency until paid in full. All payments on the Bond shall be applied first to accrued and unpaid interest and thereafter to principal. Section 6. place of Payment. The Bond and the interest thereon shall be payable in lawful money of the United States of America and, subject to the provisions of Section 12 hereof, shall be payable upon presentation and surrender thereof at the office of the Treasurer. Section 7. Form of Bond. The Bond shall be substantially in the form attached hereto and made a part hereof, marked "Exhibit A". Such form is hereby approved and adopted as the form of the Bond, and of the redemption, exchange, regis- tration and assignment provisions pertaining thereto, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution or any supplemental resolution. Section 8. Execution of Bond. The Bond shall be signed on behalf of the Agency by facsimile or manual signature of its Chairman and by facsimile or manual signature of its Secretary and the seal of the Agency shall be impressed, imprinted or reproduced thereon. The Chairman and the Secretary 971111 R6876-00142 pjn 1113296 (4) - 5 - RESOL. NO. RDA 97-21 are hereby authorized and directed to sign the Bond in accordance with this Section. If any officer whose manual or facsimile signature appears on the Bond ceases to be such officer before delivery of the Bond, such signature is as effective as if such officer had remained in office, and the Bond shall be as binding upon the Agency as though the person who signed the Bond had been such officer on the date borne by the Bond. The Bond shall be I/ authenticated by the Treasurer by manual signature. Section 9. Registration and Transfer. The Bond is issued as a fully registered bond payable to the Registered Owner, negotiable only by proper transfer of registration. Transfer of ownership of the Bond shall be made by exchanging the same for a new fully registered bond. All of such exchanges shall be required to be made in such manner and upon such reasonable terms and conditions as may from time to time be determined and prescribed by law; provided, however, no such transfer or exchange shall result in any gain or loss of interest and no such transfer or exchange shall be made after the Bond or any portion thereof has been selected for redemption. Such exchanges may be subject to costs or charges to the person, firm or corporation requesting such exchange, and for any tax or governmental charge that may be imposed in connection with such exchange. Section 10. Bond Register. The Treasurer shall keep sufficient books for the registration and transfer of the Bond; and upon presentation and surrender of the Bond for such purpose, the Treasurer shall register or transfer, on such register, the Bond as provided above. Section 11. Redemption of Bond Prior to Maturity. (a) Optional Redemption. The Bond may be redeemed, at the option of the Agency, from any source of funds, on any date prior to maturity, in whole or in part in inverse order of principal installments, at a redemption price equal to the principal amount redeemed plus accrued interest on such principal amount to the redemption date. (b) Notice of Redemption. Notice of redemption prior to maturity shall be given by delivering such notice to the Registered Owner or by mailing such notice to the Registered Owner by first-class mail not less than 30 days before such redemption date. The notice of redemption shall (i) state the I/ redemption date; (ii) state the redemption price; (iii) state that interest on the Bond (or the principal portion redeemed) shall cease to accrue from and after such redemption date and that on such date there will become due and payable on the Bond the principal amount thereof to be redeemed and interest accrued thereon to the redemption date; and (iv) the place of redemption; and (v) if only a portion of the Bond is to be redeemed, state III the principal installment or installments thereof to be redeemed. 971111 R6876-00142 pjn 1113296 (4) - 6 - RESOL. NO. RDA 97-21 The actual receipt by the Registered Owner of notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of the Bond or the cessa- tion of interest on the redemption date. I/ A certificate by the Treasurer that notice of redemp- tion has been given as herein provided shall be conclusive as against all parties, and no Registered Owner may object thereto or object to the cessation of interest on the redemption date fixed by any claim or showing that such Registered Owner failed actually to receive such notice of call and redemption. (c) Effect of Redemption,. Notice of redemption having been duly given as aforesaid, and moneys for payment of the principal of and interest payable upon redemption of the Bond or portion thereof having been set aside in trust for the purpose by the Treasurer, shall, on the redemption date, become due and payable at the redemption price specified in such notice, interest on the Bond or portion thereof shall cease to accrue, and the Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Resolution, and the Registered Owner shall have no rights in respect thereof except to receive payment of the redemption price thereof. Section 12. Net Tax Increment. Net Tax Increment shall be held and disbursed by the Auditor-Controller of the County in accordance with Section 6 of the MOU. Section 13 . Covenants of the Agency. As long as the Bond is Outstanding, the Agency shall, through its proper members, officers, agents or employees, faithfully perform and abide by all of the covenants, undertakings and provisions con- tained in this Resolution or in the Bond, including the following covenants and agreements for the benefit of the Registered Owner which are necessary, convenient and desirable to secure the Bond; provided, however, that such covenants shall not require the Agency to expend any funds other than the Net Tax Increment: Covenant 1. Complete Redevelopment Project; Amendments to Redevelopment Plan. The Agency covenants and agrees that it will diligently carry out and continue to completion, with all practicable dispatch, the redevelopment of the Project Area, in accordance with its duty to do so under and I/ in accordance with the Redevelopment Law and the Redevelopment Plan and in a sound and economical manner. The Redevelopment Plan may be amended as provided in the Redevelopment Law, but no amendment shall be made which would impair the security or the rights of the Registered Owner. Covenant 2 . Additional Debt. The Agency covenants and agrees that it will not issue or incur any obligation or indebtedness senior to, or ranking on a parity 971111 R6876-00142 pjn 1113296 (4) - 7 - RESOL. NO. RDA 97-21 with, the Bond with respect to payment from the Net Tax Increment. Nothing in this Resolution shall prevent the Agency (i) from issuing and selling pursuant to law, refunding bonds or other refunding obligations payable from and having any lawful lien upon the Net Tax Increment, if such refunding bonds or other refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding the Bond in its entirety in accordance with Section 3 (b) hereof, or (ii) from issuing and selling or assuming the liability for payment of, I/ bonds or other obligations which have, or purport to have, any lien upon the Net Tax Increment which is junior to the Bond, or (iii) from issuing and selling bonds or other obligations which are payable from sources other than the Net Tax Increment. Covenant 3 . Punctual Payment. The Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on the Bond on the dates and in the manner provided in the Bond and as provided herein. Covenant 4. Payment of Taxes and Other Charges. The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Agency or any of the properties then owned by it in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, material and supplies which if unpaid might become a lien or charge upon any of such properties, revenues or income or which might impair the security of the Bond or the use of Net Tax Increment or other legally available funds to pay the principal and interest thereon, all to the end that the priority and security of the Bond shall be preserved; provided that nothing in this Covenant shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity thereof. Covenant 5. Disposition of Property. The Agency covenants and agrees that it shall not dispose of more than ten percent of the land area in the Project Area, except property shown in the Redevelopment Plan in effect on the date this Resolution is adopted as planned for public use, or property to be used for public streets, public off street parking, sewage facilities, parking easements or rights-of-way for public utilities, flood control facilities, storm drainage facilities, or other similar uses, to public bodies or other persons or entities whose property is tax exempt. I/ Covenant 6. Protection of Security and Rights of Registered Owner. The Agency covenants and agrees to preserve and protect the security of the Bond and the rights of the III Registered Owner and defend the rights of such owner against all claims and demands of all persons. From and after the sale and 971111 R6876-00142 pjn 1113296 (4) - 8 - RESOL. NO. RDA 97-21 delivery of the Bond by the Agency, the Bond shall be incontestable by the Agency. Covenant 7. Statement of Indebtedness. The Agency covenants and agrees to cause to be filed on a timely basis any and all statements of indebtedness with the appropriate officer of the County pursuant to Section 33675 of the Redevelopment Law. Section 14 . Lost, Stolen, Destroyed or Mutilated Bond. In the event that the Bond is lost, stolen, destroyed or mutilated, the Agency shall cause to be issued a new Bond similar to the original to replace the same in such manner and upon such reasonable terms and conditions, including the payment of costs and the posting of a surety bond satisfactory to the Agency. The Agency may authorize such new Bond to be signed and authenticated in such manner as it determines. Section 15. Cancellation of Bond. After surrender to and payment by the Treasurer, the Bond shall be canceled immediately and destroyed by the Treasurer, who shall provide the Agency with a certificate of such destruction. Section 16. Amendments. This Resolution, and the rights and obligations of the Agency and of the Owner of the Bond, may be modified or amended at any time by resolution supplementing this Resolution adopted by the Agency: (i) without the consent of the Registered Owner, if such modification or amendment is for the purpose of curing any ambiguities, defects or inconsistent provisions in this Resolution or to insert such provisions clarifying matters or questions arising under this Resolution as are necessary and desirable to accomplish the same, provided that such modifications or amendments do not adversely affect the rights of the Registered Owner and such modifications or amendments are accompanied by an opinion to that effect of bond counsel, or (ii) with the consent of the Registered Owner. Any act done pursuant to a modification or amendment pursuant to this Section 16 shall be binding upon the Registered Owner and shall not be deemed an infringement of any of the provisions of this Resolution or of the Redevelopment Law, whatever the character of such act may be, and may be done and performed as fully and freely as if expressly permitted by the terms of this Resolution; and after such consent relating to such I/ specified matters has been given, the Registered Owner shall have right to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the Agency or any officer thereof from taking any action pursuant thereto. Section 17. Sale of Bond to Authority; Bond Purchase Agreement. The Bond shall be sold to the Authority pursuant to Article 4, Chapter 5, Division 7, Title 1 of the California Government Code. As presented to this meeting and on file with the Secretary of the Agency, the form of Bond Purchase Agreement 971111 R6876-00142 pjn 1113296 (4) - 9 - RESOL. NO. RDA 97-21 is hereby approved and the Chairman and the Executive Director, or either of them, is hereby authorized and directed, for and in the name and on behalf of the Agency, to execute the Bond Purchase Agreement and to deliver it to the Authority in substantially the form hereby approved, with such changes therein as the officer executing the same may approve, such approval to be conclusively evidenced by his execution and delivery thereof. Section 18. Proceedings Constitute Contract. The I/ provisions of this Resolution and of any other resolution supplementing or amending this Resolution shall constitute a contract between the Agency and the Registered Owner and the provisions thereof shall be enforceable by the Registered Owner by mandamus, accounting, mandatory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the State in any court of competent jurisdiction. This contract is made under and is to be construed in accordance with the laws of the State. Section 19. General Authorization. The members of the Agency and its officers, employees and counsel are hereby authorized to do all acts and things which may be required of them by this Resolution or which may be necessary or desirable in carrying out the issuance of the Bond as provided by this Resolution and all matters incidental thereto. All such acts and things heretofore done are hereby approved, ratified and confirmed. Section 20. Severability. If any covenant, agreement or provision, or any portion thereof contained in this Resolu- tion, or the application thereof to any person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of this Resolution and the application of any such covenant, agreement or provision, or portion thereof, to other persons or circumstances, shall be deemed severable and shall not be affected, and this Resolution and the Bond shall remain valid and the Registered Owner shall retain all valid rights and benefits accorded to it under this Resolution and the Constitution and laws of the State of California. Section 21. Benefits of Resolution Limited. Nothing in this Resolution, express or implied, is intended to give to any person other than the Agency and the Registered Owner, any right, remedy or claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution by and on behalf of the Agency shall be for the sole I/ and exclusive benefit of the Registered Owner. 971111 R6876-00142 pjn 1113296 (4) — 10 - RESOL. NO. RDA 97-21 Section 22 . Effective Date. This Resolution shall become effective upon its adoption. PASSED, APPROVED AND ADOPTED this 18th day of November, 1997. AYES: FERRARO, BYRD, HOLLINGSWORTH, LYON AND CHAIR McTAGGART NOES: NONE ABSENT: NONE ABSTAIN: NONE t. f ,kkAtfilr Chair ruff ATTEST: 011 Ar� A. :ncy Secretary State of California ) County of Los Angeles ) SS City of Rancho Palos Verdes ) I, JO PURCELL, Agency Secretary of the Rancho Palos Verdes Redevelopment Agency hereby certify that the above Resolution No. RDA 97-21 was duly and regularly passed and adopted by the said Redevelopment Agency at an adjourned regular meeting thereof held on November 18, 1997. 0 ' Age cy Secretary 971111 R6876-00142 pjn 1113296 (4) Exhibit A III [Form of Bond] Rancho Palos Verdes Redevelopment Agency Project Area No. 1 Tax Allocation Bond, Issue of 1997 The RANCHO PALOS VERDES REDEVELOPMENT AGENCY (the "Agency") , a public body corporate and politic, acknowledges itself indebted to, and for value received hereby promises to pay to the County of Los Angeles, or registered assigns, solely from the Net Tax Increment (as defined in the Resolution hereinafter mentioned) and subject to the right of prior redemption hereinafter reserved, the principal sum of $5, 455, 000 in installments in the amounts and on the dates set forth in Annex A hereto, together with interest on the unpaid balance hereof from the date hereof until the principal hereof shall have been paid in full, at the rate of five percent per annum, such interest payable semiannually on June 2 and December 2 of each year, commencing on June 2, 1998. Both the principal installments and interest on this Bond are payable in lawful money of the United States of America by check or draft mailed by the Treasurer of the Agency (the "Treasurer") to the registered owner at the address of the registered owner as it appears on the books of registration herein referred to or as specified by the registered owner to the Treasurer in writing; except that, as long as the County of Los Angeles is the registered owner hereof principal and interest shall be paid pursuant to the procedures set forth in Section 6 of that certain Memorandum of Understanding dated as of November 1, 1997 by and among the County of Los Angeles, the Agency and the City of Rancho Palos Verdes. This Bond of the Agency is designated as its "Project Area No. 1 Tax Allocation Bond, Issue of 1997" (the "Bond") , in the aggregate principal amount of $5,455,000 issued pursuant to the provisions of the Constitution and laws of the State of California and particularly the Community Redevelopment Law, Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended (the "Act") . The Bond is issued under and secured and entitled to the protection given by Resolution No. 97-21, duly adopted by the Agency on November 18, 1997 (the "Resolution") . Copies of the Resolution are on file at the office of the Agency Secretary and reference is hereby made to the Resolution and the Act and to all amendments and supplements thereto for a description of the terms on which the Bond is issued, for the provisions with regard to the nature and extent of the security provided for the Bond and of the nature, extent and manner of enforcement of such security, and for a statement of the rights of the registered owner of the Bond; and all the terms of the Resolution and the Act are hereby incorporated herein and constitute a contract between the Agency and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by acceptance hereof, assents and agrees. III In the manner provided by the Resolution, the provisions of the Resolution, or any resolution amendatory thereof or supplement thereto, may (with certain exceptions stated in the Resolution) be modified or amended by the Agency I/ with the written consent of the registered owner of this Bond. This Bond is redeemable in the manner and subject to the terms and provisions, and with the effect, set forth in the Resolution, at the option of the Agency, in whole or in part, on any date prior to maturity, at a redemption price equal to the principal amount redeemed plus accrued interest to the redemption date. The Treasurer shall deliver or mail (by first class mail) notice of redemption to the registered owner of the Bond, at its address appearing on the registration books maintained by the Treasurer at least 30 days prior to the redemption; provided, however,, that neither failure to receive any such notice so mailed nor any defect therein shall affect the validity of the proceedings for the redemption of the Bond or the cessation of the accrual of interest thereon. Such notice shall state the redemption date, the redemption place and the redemption price and, if only a portion of this Bond is to be redeemed, state the principal installment or installments to be redeemed, and shall require that the Bond be surrendered at the office of the Treasurer for redemption at the redemption price, giving notice also that further interest on the Bond (or the principal portion thereof redeemed) will not accrue after the redemption date. This Bond and the interest hereon are not a debt of the City of Rancho Palos Verdes, the State of California or any of its political subdivisions and neither said City, said State nor any of its political subdivisions is liable thereon, nor in any event shall this Bond or said interest be payable out of any funds or properties other than the funds of the Agency herein mentioned. This Bond does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing this Bond are liable personally on this Bond by reason of its issuance. This Bond is transferable as provided in the Resolution, only upon the books of the Agency kept for that 1/ purpose at the above-mentioned office of the Treasurer, by the registered owner thereof in person, or by its duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Treasurer duly executed by the registered owner or its duly authorized attorney, and thereupon a new registered Bond shall be issued to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges therein prescribed. The Agency and the Treasurer may deem and treat the person in whose name this Bond is registered as the absolute owner thereof for the purpose of receiving payment of, or on account of, the principal and interest due thereon and for all other purposes. I/ It is hereby certified and recited that all conditions, acts and things required by law and the Resolution to exist, to have happened and to have been performed precedent to and in the issuance of this Bond exist, have happened and have been performed and that the Bond complies in all respects with the applicable laws of the State of California, including, particularly, the Act. This Bond shall not be entitled to any benefit under the Resolution or be valid or become obligatory for any purpose until this Bond shall have been authenticated by the execution by the Treasurer of the Certificate of Authentication hereto. IN WITNESS WHEREOF, THE RANCHO PALOS VERDES REDEVELOPMENT AGENCY has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Chairman and its seal for a facsimile thereof) to be hereunto affixed, imprinted, engraved or otherwise reproduced and as attested by the manual or facsimile signature of its Secretary, as of December 2, 1997. RANCHO PALOS VERDES REDEVELOPMENT AGENCY [SEAL] By: Chairman Attest: Secretary [FORM OF TREASURER'S CERTIFICATE OF AUTHENTICATION] CERTIFICATE Of AUTHENTICATION III This Bond is the Bond described in the within mentioned Resolution, which has been registered on . I/ Treasurer [FORM OF ASSIGNMENT] For value received the undersigned do(es) hereby sell, assign, and transfer unto , whose tax identification number is , the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney to transfer the same on the books of the Agency with full power of substitution in the premises. Dated: Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within bond in every particular without alteration or enlargement or any change whatsoever. I/ Annex A IIISchedule of Principal Installments Payment Date Principal Payment Date Principal I/ (December 2) Amount (December 2) mount 2004 $ 5, 000 2016 $200, 000 2005 15, 000 2017 230, 000 2006 25,000 2018 255, 000 2007 40,000 2019 280, 000 2008 55, 000 2020 310, 000 2009 65,000 2021 345, 000 2010 85, 000 2022 380, 000 2011 100, 000 2023 415, 000 2012 120, 000 2024 450, 000 2013 135, 000 2025 495, 000 2014 155, 000 2026 535, 000 2015 180, 000 2027 580, 000 I I 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. 971111 R6876-00001 pjn 1113295 4 NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: III 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. I/ 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 Bond. 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, III 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 971111 R6876-00001 pjn 1113295 4 - 2 - Agency and the Authority and is made solely for the benefit of III 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 President ATTEST: IIIAuthority Secretary RANCHO PALOS VERDES REDEVELOPMENT AGENCY By Chairman ATTEST: Agency Secretary I I 971111 R6876-00001 pjn 1113295 4 — 3