r-10674City Council Meeting: May 8, 2012 Santa Monica, California
RESOLUTION NUMBER 10674 (CCS)
(City Council Series)
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA MONICA PROVIDING FOR THE ISSUANCE OF
ITS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2012
(LIBRARY IMPROVEMENT PROJECT) IN THE PRINCIPAL AMOUNT NOT
TO EXCEED THIRTEEN MILLION DOLLARS ($13,000,000)
WHEREAS, pursuant to the provisions of Article 1, Chapter 4 of Division 4 of
Title 4 of the California Government Code (Sections 43600 et seq.), as amended (the
"Law"), and pursuant to Ordinance No. 1919 (CCS) adopted by the City Council (the
"City Council") of the City of Santa Monica (the "City ") on July 28, 1998 (the
"Ordinance "), a special election was duly and regularly held on November 3, 1998, in
that territory included within the boundaries of the City (the "Election ") at which Election
there was submitted to the qualified voters of said City the following:
To construct, improve and remodel the Main and branch
libraries and related facilities, shall the City of Santa Monica
incur general obligation bonded indebtedness in the principal
amount of not to exceed $25 Million?
WHEREAS, two- thirds or more of the votes cast at the Election were in favor of
and assented to the incurring of such indebtedness, and all the requirements of the
Constitution and laws of the State of California have been complied with in the holding
of the Election; and
WHEREAS, the City previously issued pursuant to the authorization of the
Election and the Law $25,000,000 original principal and denominational amount of City
of Santa Monica General Obligation Bonds, Series 2002 (Library Improvement Project)
(the "Prior Bonds ") payable from the levy of an ad valorem tax against the taxable
property in the City; and
WHEREAS, pursuant to Section 53550 of the Government Code of the State of
California, the City is authorized to issue refunding bonds to refund all or a portion of the
Prior Bonds (the "Refunded Bonds "); and
WHEREAS, in accordance with the Election, the Ordinance, the Law and Articles
9 and 11, Chapter 3, Part 1 of Division 2 of the California Government Code
(commencing with Sections 53550 and 53580, respectively) (the 'Bond Law "), the City
now desires to issue approximately $13,000,000 in refunding bonds to refinance the
Refunded Bonds;
WHEREAS, it is found and determined by this City Council that the best interests
of the City would be served by proceeding according to the provisions of the Law and
the Bond Law to issue the General Obligation Refunding Bonds, Series 2012 (Library
Improvement Project) (the "Bonds") to refund the Refunded Bonds; and
WHEREAS, the City Council has determined that The Bank of New York Mellon
Trust Company, N.A. (the 'Paying Agent") shall act as the initial paying agent and
registrar for the Bonds subsequent to the adoption of this Resolution; and
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WHEREAS, in order to effect the issuance of the Bonds, the City Council desires
to approve the form of a preliminary official statement for the Bonds and to approve the
form of and authorize the execution and delivery of a Continuing Disclosure Certificate
with respect to the Bonds, the forms of which are on file with the City Clerk and
presented at this meeting; and
WHEREAS, in order to provide for the prepayment and defeasance of the
Refunded Bonds, the City Council desires to approve the form of and authorize the
execution and delivery of an Escrow Agreement by and between the Paying Agent,
acting as escrow agent with respect to the Refunded Bonds, the form of which is on file
with the City Clerk and presented at this meeting
WHEREAS, this City Council deems it proper and the necessary that the Bonds
shall be sold only following competitive bid therefor, and that bids be invited for the
Bonds in the amount of not to exceed $13,000,000, and that if bids are satisfactory, said
Bonds be sold in the manner and at the time and place hereinafter set forth;
NOW, THEREFORE, the City Council of the City of Santa Monica, California,
DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows:
SECTION 1. Each of the above recitals is true and correct.
SECTION 2. The issuance of the Bonds in a principal amount not to exceed
$13,000,000 is hereby approved and such Bonds shall mature on the dates and pay
interest at the rates set forth in and all other provisions of the Bonds shall be governed
by the terms and conditions of a Supplement to this Resolution to be executed by the
Mayor of the City, the City Manager, the Director of Finance, or their written designee
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(each an "Authorized Officer" and collectively, the "Authorized Officers "), which
Supplement to Resolution is hereby approved in substantially the form attached hereto
as Exhibit A (the "Supplement to Resolution "), together with such additions thereto and
changes therein as Bond Counsel and the Authorized Officers deem necessary.
Approval of such changes shall be conclusively evidenced by the execution and delivery
of the Supplement to Resolution by an Authorized Officer. The covenants set forth in
the Supplement to Resolution are hereby approved, shall be deemed covenants of the
City Council and shall be complied with by the City and its officers. The Supplement to
Resolution shall constitute a contract between the City and the Owners of the Bonds.
SECTION 3. The preliminary official statement (the "Preliminary Official
Statement') presented to this City Council is approved in substantially the form
presented. The City Manager is authorized to make such changes in and additions to
the Preliminary Official Statement prior to mailing as may be approved by the City
Manager or the Director of Finance, or their written designees; and each of the City
Manager, the Director of Finance and their written designees is hereby authorized and
directed to deem such form, as modified, "final," except for information relating to the
offering prices, interest rates, selling compensation, rating and other terms of the Bonds
depending on such matters. The execution of the official statement by the Mayor or the
City Manager and the printing and distribution thereof (in both preliminary and final
forms) in connection with the sale of the Bonds, with such changes as are approved or
required as set forth above, are hereby authorized and approved.
SECTION 4. The form of the Continuing Disclosure Certificate to be executed by
the City (the "Continuing Disclosure Certificate "), presented to this City Council is
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approved in substantially the form presented. Each of the Authorized Officers is hereby
authorized and directed, for and in the name and on behalf of the City, to execute the
Continuing Disclosure Certificate in substantially said form, with such changes therein
as such Authorized Officers executing such document may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 5. Bids for the purchase of the Bonds in the amount of not to exceed
$13,000,000 shall be received by electronic means, through Parity, administered by
i -Deal LLC or other Internet -based providers, up to the hour of 8:00 a.m. on Tuesday,
May 15, 2012, or such other date and time as is selected by the City Manager, or his
written designee, and, if determined to be in the best interests of the City by the City
Manager, or his written designee, at such later date as specified pursuant to the Notice
Inviting Proposal for Purchase of Bonds (together with attached, the "Notice Inviting
Bids ") Bid Form presented to this meeting and on file with the City Clerk, thereafter until
a bid is accepted.
The publication of the notice of intention to sell Bonds is hereby ratified.
The City Clerk or Public Resources Advisory Group is hereby authorized and
directed to cause to be furnished to prospective bidders copies of the Notice Inviting
Bids, and the Preliminary Official Statement; but the failure, in whole or in part, to
comply with this paragraph shall not in any manner affect the validity of the sale of the
Bonds. The Notice Inviting Bids shall be substantially in the form presented to this City
Council.
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On any date on which bids are duly received, the City Manager or the Director of
Finance is hereby authorized and directed to award the Bonds to the best bidder at a
price of par or better, provided the true interest cost to the City shall not exceed four and
six tenths percent (4.60 %) per annum; provided she or he may, in her or his discretion,
reject all bids.
SECTION 6. The form of the Escrow Agreement to be executed by the City
presented to this City Council is approved in substantially the form presented. Each of
the Authorized Officers is hereby authorized and directed, for and in the name and on
behalf of the City, to execute the Escrow Agreement in substantially said form, with
such changes therein as such Authorized Officers executing such document may
require or approve, such approval to be conclusively evidenced by the execution and
delivery thereof.
SECTION 7. The Authorized Officers are each hereby authorized and directed,
jointly and severally, to do any and all things and to execute and deliver any and all
documents which each may deem necessary or advisable in order to consummate the
sale, execution and delivery of the Bonds and the refinancing of the Refunded Bonds
and otherwise to carry out, give effect to and comply with the terms and intent of this
Resolution and the Supplement to Resolution thereto, the Bonds, the Continuing
Disclosure Certificate, the Escrow Agreement, the Notice Inviting Bids, the Preliminary
Official Statement, and the Official Statement. Such actions heretofore taken by such
officers or designees are hereby ratified, confirmed and approved.
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SECTION 8. The City Clerk shall certify to the adoption of this Resolution, and
thenceforth and thereafter the same shall be in full force and effect.
APPROVED AS TO FORM:
MARSHA""' t�JES MOU RIE
City Attorn y,
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EXHIBIT A
FORM OF SUPPLEMENT TO RESOLUTION
SUPPLEMENT TO RESOLUTION NO.
GOVERNING TERMS OF THE $ CITY OF SANTA
MONICA GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2012 (LIBRARY IMPROVEMENT PROJECT)
DATED AS OF MAY 1, 2012
DO CSOC/1551875v2/200119 -0006
SUPPLEMENT TO RESOLUTION NO.
THIS SUPPLEMENT TO RESOLUTION NO. executed as of this I" day of May,
2012 governs the terms of the City of Santa Monica General Obligation Refunding Bonds, Series
2012 (Library Improvement Project).
RECITALS:
WHEREAS, pursuant to the provisions of Chapter 4 of Division 4 of Title 4 of the California
Government Code (Sections 43600 et seq.), as amended (the "Law "), and pursuant to Ordinance
No. 1919 (CCS) adopted by the City Council of the City of Santa Monica on July 28, 1998 (the
"Ordinance "), an election was duly and regularly held on November 3, 1998, in that territory
included within the boundaries of the City (the "Election "), at which Election there was submitted to
the qualified voters of said City the following:
To construct, improve and remodel the Main and branch libraries
and related facilities, shall the City of Santa Monica incur general
obligation bonded indebtedness in the principal amount of not to
exceed $25 Million?
;and
WHEREAS, two - thirds or more of the votes cast at the Election were in favor of and
assented to the incurring of such indebtedness for the stated purpose (the "Project"), and all the
requirements of the Constitution and laws of the State of California have been complied with in the
holding of the Election; and
WHEREAS, the City previously issued pursuant to the authorization of the Election and the
Law $25,000,000 original principal and denominational amount of City of Santa Monica General
Obligation Bonds, Series 2002 (Library Improvement Project) (the "Prior Bonds ") payable from the
levy of an ad valorem tax against the taxable property in the City; and
DOCSOC /1551875v2/200119-0006
WHEREAS, pursuant to Section 53550 of the Government Code of the State of California,
the City is authorized to issue refunding bonds to refund all or a portion of the Prior Bonds (the
"Refunded Bonds "); and
WHEREAS, in accordance with the Election, the Ordinance, the Law and Articles 9 and 11,
Chapter 3, Part 1 of Division 2 of the California Government Code (commencing with
Sections 53550 and 53580, respectively) (the "Bond Law "), the City now desires to issue
approximately $ in refunding bonds to refinance the Refunded Bonds;
WHEREAS, it is found and determined by this City Council that the best interests of the City
would be served by proceeding according to the provisions of the Law and the Bond Law to issue the
General Obligation Refunding Bonds, Series 2012 (Library Improvement Project) (the "Bonds ") to
refund the Refunded Bonds; and
WHEREAS, the City Council has determined that The Bank of New York Mellon Trust
Company, N.A. (the "Paying Agent") shall act as the initial paying agent and registrar for the Bonds
subsequent to the adoption of this Resolution; and
WHEREAS, it is found and determined by this City Council that the best interests of the City
would be served by proceeding with the authorization of the issuance of General Obligation
Refunding Bonds of the City according to the provisions of the Law for the purpose of financing in
part the construction and acquisition of the Project approved by the voters;
NOW, THEREFORE, in order to establish the terms and conditions upon and subject to
which the General Obligation Refunding Bonds, Series 2012 (Library Improvement Project) (the
"Series 2012 Bonds" or the "Bonds ") are to be issued, the City Council does hereby covenant and
agree, for the benefit of the Owners of the Series 2012 Bonds, as follows:
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SECTION 1. Definitions. Unless the context clearly otherwise requires the following terms
or as defined in the recitals hereof shall have the respective meanings ascribed to them in this
Section 1:
Auditor. The term "Auditor" means the County Auditor - Controller of the County of
Los Angeles, California, being the Auditor - Controller of such County.
Authorized Investments. The term "Authorized Investments" means any investment
permitted by law to be made with any moneys belonging to or in the custody of the City and by any
policy guidelines promulgated by the City; including:
1. Generally approved qualifying investment instruments:
a. Obligations of the U.S. Government, its agencies, and
instrumentalities.
b. Certificates of deposit with banks and savings and loans doing
business in the State of California.
C. Prime Banker's Acceptances.
d. Prime Commercial Paper.
e. Repurchase Agreements and Money Market Funds whose underlying
collateral consists of the foregoing.
f. Los Angeles County's Investment Pool for local agencies, which
includes the purchase of Reverse Repurchase Agreements.
g. Pools and other investment structures incorporating investments listed
in a through e.
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2. Generally approved qualifying investment instruments for City funds, as
further limited by the investment policy:
a. United States Treasury Bills, Bonds, and Notes, or those for which the
full faith and credit of the United States are pledged for payment of
principal and interest.
b. Obligations issued by the United States Government Agencies such as
the Government National Mortgage Association (GNMA), Federal
Farm Credit Bank System (FFCB), the Federal Home Loan Bank
Board (FHLB), the Federal Home Loan Mortgage Corporation
(FHLMC), the Federal National Mortgage Association (FNMA), and
the Student Loan Marketing Association (SLMA).
C. Bills of exchange or time drafts drawn on and accepted by a
commercial bank otherwise known as banker's acceptances.
Purchases of banker's acceptances may not exceed 180 days to
maturity.
d. Commercial paper ranked PI by Moody's Investor Services and At
by Standard and Poor's, and issued by a domestic corporation having
assets in excess of $500 million and having an A or better rating on its
long -term debentures as provided by Moody's or Standard and Poor's.
C. Local Agency Investment Fund. The City may invest in the Local
Agency Investment Fund (LAIF) established by the State Treasurer
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for the benefit of local agencies up to the maximum amount permitted
by State law.
f. Money market funds rated in the highest category of Moody's or
Standard and Poor's, or administered by a domestic bank with long-
term debt rated in one of the top two categories of Moody's or
Standard and Poor's.
Authorized Representative of the City. The term "Authorized Representative of the
City" means the Mayor, the City Manager, the Director of Finance or any other person or persons
designated by any of them in a written certificate or by the City Council of the City and authorized to
act on behalf of the City by a written certificate signed on behalf of the City by the Mayor of the City
and containing the specimen signature of each such person.
Bond Counsel. The term "Bond Counsel" means an attorney or firm of attorney of
whose opinions are nationally accepted in matters pertaining to the tax - exempt status of interest on
bonds issued by states and their political subdivisions.
Bonds or Series 2012 Bonds. The term "Bonds" or "Series 2012 Bonds" means the
$ City of Santa Monica General Obligation Refunding Bonds, Series 2012 (Library
Improvement Project).
Closing Date. The term "Closing Date" is the date the bonds are delivered to the
initial purchaser thereof.
Code. The term "Code" means the Internal Revenue Code of 1986, as amended, and
any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the
United States Treasury Department or Internal Revenue Service interpreting and construing it.
Computation Year. The term "Computation Year" means, with respect to the Bonds,
the period beginning on the Delivery Date and ending on July 1, 2011 and each 12 -month period
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ending on July I thereafter until there are no longer any Bonds outstanding, or such other
computation year as may be established pursuant to the Tax Certificate.
Costs of Issuance. The term "Costs of Issuance" means all of the costs of authorized
to be paid from the proceeds of the Refunding Bonds are all of the authorized costs of issuance set
forth in Section 53550(e) and (f) and Section 53587 of the Government Code, including, but not
limited to, all printing and document preparation expenses in connection with this Resolution, the
Bonds and the Official Statement pertaining to the Bonds and any and all other agreements,
instruments, certificates or other documents prepared in connection therewith; financial advisory
fees; bond counsel fees; underwriter's fees; rating agency fees; auditor's fees; CUSIP service bureau
charges; legal fees and expenses of counsel with respect to the financing; the initial fees and
expenses of the Paying Agent; other fees for professional consulting services fees for credit
enhancement relating to the Bonds; and other fees and expenses incurred in connection with the
issuance of the Bonds, to the extent such fees and expenses are approved by the City.
Costs of Issuance Fund. The term "Costs of Issuance Fund" means the fund of that
name established under the Bond Law and Section I I hereof.
Debt Service Fund. The term "Debt Service Fund" means the fund of that name
established under the Law and Section 13 hereof.
Depository._ The term "Depository" means (a) initially, DTC, and (b) any other
Securities Depository acting as Depository under this Indenture.
Depository System Participant. The term "Depository System Participant" means
any participant in the Depository's book -entry system.
DTC. The term "DTC" means The Depository Trust Company, New York, New
York, and its successors and assigns.
Director of Finance. The term "Director of Finance" means the person responsible
for the financial affairs of the City, appointed by the City Manager from time to time.
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Escrow Agreement. The term "Escrow Agreement' means the Escrow Agreement
relating to the Refunded Bonds by and between the City and The Bank of New York Mellon Trust
Company, N.A., or anty other successor thereto, as escrow agent.
Federal Securities. Means direct or indirect noncallable obligations of, or
noncallable, nonrepayble obligations unconditionally guaranteed as to full and timely payment of
principal and interest by, the United States of America, but excluding investments in mutual funds or
unit investment trusts.
Interest Payment Date. The term "Interest Payment Date" means each July I and
January 1, commencing January 1, 2013.
Owner. The term "Owners" or "Bond Owner" or any similar term, when used with
respect to the Bonds, means any person in whose name a Bond is registered in the books of
registration maintained by the Paying Agent.
Participants. The term "Participants" means those broker - dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository.
Paying Agent. The term "Paying Agent' means that entity so designated from time to
time by the City Council of the City to serve as, paying agent, transfer agent and registrar for the
Bonds. The initial Paying Agent shall be The Bank of New York Mellon Trust Company, N.A.
Rebate Regulations. The term "Rebate Regulations" means the Treasury Regulations
issued under Section 148(1) of the Code.
Record Date. The term "Record Date" shall mean the fifteenth day of the month
preceding an Interest Payment Date.
Resolution. The term "this Resolution" shall mean, collectively, Resolution
No. of the City Council, together with this Supplement to Resolution.
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Tax Certificate. The term "Tax Certificate" shall mean that certain certificate of such
name executed by the City on the Closing Date to establish certain facts and expectations and which
contains certain covenants relevant to compliance with the Code.
Treasurer. The term "Treasurer" means the City Treasurer of the City.
SECTION 2. Authorization to Issue. Bonds of the City in the sum of $ shall be
issued for the purpose of refunding the Refunded Bonds, which were issued for the purpose stated in
the proposition set out in the recitals hereof. Said Bonds are further issued pursuant to the provisions
of the Law and the Bond Law. Said Bonds shall be designated the "City of Santa Monica General
Obligation Refunding Bonds, Series 2012 (Library Improvement Project)." The Series 2012 Bonds
shall be issued in the form of fully registered bonds in the denomination of $5,000 each or any whole
multiple thereof and shall mature on the dates and in the amounts, and shall bear interest at the rates,
per annum, for each of the years as follows:
Year
Jul 1 Principal Amount Interest Rate
2013 $ %
2014
2015
2016
2017
2018
2019
2020
2021
2022
The Bonds shall bear interest at the rates set forth above, from the Closing Date, payable on
January 1, 2013 and thereafter semiannually on each July 1 and January 1. Each Bond shall bear
interest until its principal sum has been paid; provided, however, that if funds are available for the
payment thereof on such Bonds applicable maturity date in full accordance with the terms of this
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Resolution, such Bond shall then cease to bear interest. Interest on the Bonds shall be calculated on
the basis of a 360 -day year comprised of twelve 30 -day months.
The Bonds shall be numbered No. I and sequentially upwards and shall be dated the Closing
Date, except that Bonds issued upon exchanges and transfers of other Bonds shall be dated so that no
gain or loss of interest shall result from the exchange or transfer. Interest on each Bond shall be paid
by the Paying Agent by check mailed by first class mail, postage prepaid, on the Interest Payment
Date to the Owner as his /her name and address appear on the register kept by the Paying Agent at the
close of business on the applicable Record Date. At the request of any owner of at least $1,000,000
in aggregate principal amount of Bonds, interest on the Bonds will be paid by wire transfer in
immediately available funds if such request is made at least fifteen days before the Record Date for
such payment, any such designation to remain in effect until withdrawn. Each Bond shall bear
interest from the Interest Payment Date next preceding the date of authentication with respect to
which interest has been paid or provided for (unless (i) the date of authentication is prior to the first
Record Date, in which event from the Closing Date, (ii) the date of authentication is after a Record
Date and before the following Interest Payment Date, in which event it shall bear interest from such
Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it
shall bear interest from such date) until the principal hereof shall have been paid.
$ of proceeds of the Bonds (comprising $ aggregate principal
amount, plus /minus $ in net original issue premium /discount, less $ of
underwriter's discount) shall be disbursed, as follows:
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$ .00 to the Costs of Issuance Fund, $
to be applied to pay Costs of Issuance in
accordance with Section 11
to the Escrow Fund established pursuant
to the Escrow Agreement for the
defeasance and prepayment of the
Refunded Bonds
$ TOTAL
The amount designated above for transfer to the Escrow Fund is hereby determined to be that
amount necessary to purchase the Federal Securities sufficient to refund the Refunded Bonds.
SECTION 3. Place of Payment. The Bonds shall be payable in lawful money of the United
States of America and principal of the Bonds shall be payable upon surrender thereof at the principal
corporate trust office of the Paying Agent in Los Angeles, California.
SECTION 4. Paying Agent. The initial Paying Agent for the Bonds shall be The Bank of
New York Mellon Trust Company, N.A. The Paying Agent may at any time resign and be
discharged of the duties and obligations created by this Resolution by giving at least 60 days' written
notice to the City. The Paying Agent may be removed at any time by an instrument filed with such
Paying Agent and signed by the City. A successor Paying Agent shall be appointed by the City and
shall be a bank or trust company organized under the laws of any state of the United States, a
national banking association or any other financial institution, having capital stock and surplus
aggregating at least $75,000,000 and doing business in the State and willing and able to accept the
office on reasonable and customary terms and authorized by law to perform all the duties imposed
upon it by this Resolution. Such Paying Agent shall signify the acceptance of its duties and
obligations hereunder by executing and delivering to the City a written acceptance thereof.
Resignation or removal of the Paying Agent shall be effective upon appointment and acceptance of a
successor Paying Agent.
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In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay
over, assign and deliver any moneys held by it as Paying Agent to its successor, or, if there is no
successor, to the Director of Finance. In the event that for any reason there shall be a vacancy in the
office of the Paying Agent, the Director of Finance shall act as such Paying Agent. The City shall
cause the new Paying Agent appointed to replace any resigned or removed Paying Agent to mail
notice of its appointment and the address of its principal office to all registered Owners.
SECTION 5. Form of Bonds. The Bonds shall be substantially in the form attached hereto
as Exhibit "A." Such form is hereby approved and adopted as the form of the Bonds and of the
redemption, exchange, registration and assignment provisions pertaining to them, with necessary or
appropriate variations, omissions, and insertions, as permitted or required by this Resolution.
Any Bonds issued pursuant to this Resolution may be initially issued in temporary form
exchangeable for definitive Bonds when the same are ready for delivery. The temporary Bonds may
be printed, lithographed or typewritten, shall be of such denominations as may be determined by the
City, shall be in fully registered form and may contain references to any of the provisions of this
Resolution as may be appropriate. Every temporary Bond shall be executed by the City and be
authenticated by the Paying Agent upon the same conditions and in substantially the same form and
manner as the definitive fully registered bonds. If the City issues temporary Bonds, it will execute
and furnish definitive Bonds without delay, and, thereupon, the temporary Bonds shall be
surrendered for cancellation at the principal office of the Paying Agent in Los Angeles, California, or
at such other place in California as the City may approve. The Paying Agent shall deliver in
exchange for the surrendered temporary Bonds an equal aggregate principal amount of definitive
Bonds of authorized denominations of this same issue. Until exchanged, the temporary Bonds shall
be entitled to the same benefits under this Resolution as definitive Bonds of this same issue.
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SECTION 6. Execution and Authentication of the Bonds. The Bonds shall be signed on
behalf of the City by its Mayor and by its Treasurer by facsimile signatures and by its City Clerk, or
authorized Deputy City Clerk, by facsimile signature, and the seal of the City shall be impressed,
imprinted or reproduced thereon. The foregoing officers are hereby authorized and directed to sign
the Bonds in accordance with this Section 6. If any City officer whose facsimile signature appears
on the Bonds ceases to be an officer before delivery of the Bonds, his or her signature is as effective
as if he or she had remained in office.
The Paying Agent shall authenticate the Bonds on registration and /or exchange to effectuate
the registration and exchange provisions set forth in Section 7 below; and only those Bonds that have
endorsed on them a certificate of authentication, substantially in the form set forth in the form of
Bond, duly executed by the Paying Agent, shall be entitled to any rights, benefits or security under
this Resolution. No Bond shall be valid or obligatory for any purpose unless and until the certificate
of authentication thereon has been duly executed by the Paying Agent. The certificate of the Paying
Agent upon any Bond shall be conclusive and the only evidence required that the Bond has been duly
authenticated and delivered under this Resolution. The Paying Agent's certificate of authentication
on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the
Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Bonds that may be issued hereunder.
SECTION 7. Registration, Transfers and Exchanges. Any Bond may, in accordance with
its terms, be transferred, upon the registration books required to be kept by the Paying Agent, by the
person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of
such fully registered Bond for cancellation, accompanied by delivery of a written instrument of
transfer in a form approved by the Paying Agent, duly executed.
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Whenever any Bond or Bonds shall be surrendered for transfer, the Paying Agent shall
authenticate and deliver a new Bond or Bonds of the same series and maturity, for the like aggregate
principal amount of Bond or Bonds surrendered.
Bonds may be exchanged at the principal corporate trust office of the Paying Agent in Los
Angeles, California, for a like aggregate principal amount of Bonds of other authorized
denominations of the same series and maturity.
The person, firm or corporation requesting the transfer or exchange shall pay any costs or
charges in connection with the transfer or exchange as are established by the Paying Agent, in
addition to paying any tax or governmental charge that may be imposed in connection with the
transfer or exchange. The Paying Agent shall not be required, however, to register a transfer or make
an exchange of any Bond (i) during the 15 days before the selection of Bonds for redemption, or
(ii) if such Bond has been called for redemption in whole or in part.
SECTION 8. Registration Books. The Paying Agent will keep at its principal corporate
trust office in Los Angeles, California, or at such other place as the City may approve, sufficient
books for the registration and transfer of the Bonds. The books shall at all times be open to
inspection by the City; and, upon presentation for such purpose, the Paying Agent shall under such
reasonable regulations as it may prescribe, register or transfer, or cause to be registered or
transferred, on the register, the Bonds as hereinbefore provided.
SECTION 9. Book -Entry Only System. DTC shall act as the initial Depository for the
Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and
delivered as set forth herein with a separate fully registered certificate (in print or typewritten form).
Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in
the Bond Register kept by the Paying Agent for the Bonds in the name of Cede & Co., as nominee of
DTC or such nominee as DTC shall appoint in writing.
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The representatives of the City and the Paying Agent are hereby authorized to take any and
all actions as may be necessary and not inconsistent with this Resolution to qualify the Bonds for the
Depository's book -entry system, including the execution of the Depository's required representation
letter.
With respect to Bonds registered in the Bond Register in the name of Cede & Co., as
nominee of DTC, neither the City nor the Paying Agent shall have any responsibility or obligation to
any broker- dealer, bank, or other financial institution for which DTC holds Bonds as Depository
from time to time (the "DTC Participants ") or to any person for which a DTC Participant acquires an
interest in the Bonds (the `Beneficial Owners "). Without limiting the immediately preceding
sentence, neither the City nor the Paying Agent shall have any responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to
any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner,
or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of
redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be
redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC
Participant, any Beneficial Owner, or any other person, other than DTC, of any amount with respect
to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the
Depository as Owner of the Bonds; except that so long as any Bond is registered in the name of
Cede & Co., as nominee of DTC, anyone representing themselves to be the Beneficial Owner of
$1,000,000 or more in aggregate principal amount of Bonds who has filed a written request with the
Paying Agent to receive notices, containing such Beneficial Owner's name and address, shall be
provided with all notices relating to such Bonds by the Paying Agent.
Except as set forth above, the Paying Agent may treat as and deem DTC to be the absolute
Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the
principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other
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matters with respect to such Bonds, for the purpose of registering transfers with respect to such
Bonds, and for all purposes whatsoever. The Paying Agent shall pay all principal of and interest on
the Bonds only to or upon the alder of the Owners as shown on the Bond Register, and all such
payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the
principal of and interest on the Bonds to the extent of the sums or sums so paid.
Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions
hereof, references to "Cede & Co." in this Section 9 shall refer to such new nominee of DTC.
DTC may determine to discontinue providing its services with respect to the Bonds at any
time by giving written notice to the Paying Agent during any time that the Bonds are Outstanding,
and discharging its responsibilities with respect thereto under applicable law. The City may
terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to
discharge its responsibilities with respect to the Bonds or that continuation of the system of book -
entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall
mail notice of such termination to the Paying Agent.
Upon the termination of the services of DTC, as provided in the previous paragraph, and if no
substitute Depository willing to undertake the functions hereunder can be found which is willing and
able to undertake such functions upon reasonable or customary terms, or if the City determines that it
is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated
Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Paying
Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or
names the Owners shall designate at that time, in accordance with Section 7.
SECTION 10. Redemption.
(a) Optional Redemption, The Bonds maturing on or after July 1, 20 are
subject, at the option of the City, to redemption prior to their stated maturities in whole or in part on
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any date commencing July 1, 20, selected among maturities, if in part as nearly as practicable on a
pro -rata basis, and by lot within a maturity, at a redemption price equal to the principal amount
thereof, together with accrued interest to the date fixed for redemption, without premium.
(b) Mandatory Sinking Fund Redemption. The Bonds maturing on July 1, 20_,
are subject to mandatory sinking fund redemption, in part by lot, prior to their stated maturity, on
each July 1 on and after July 1, 20, at a redemption price equal to 100% of the principal amount
thereof called for redemption, without premium, plus accrued interest thereon to the date of
redemption in the aggregate respective principal amounts set forth in the following table:
Redemption Date
(July I)
20
20_ (maturity)
Principal Amount
of 2024 Bonds to be
Redeemed
(c) Selection of Bonds for Redemption. If less than all of the Bonds outstanding
are to be redeemed, the portion of any Bond of a denomination of more than $5,000 to be redeemed
shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions of
such Bond for redemption, the Paying Agent shall treat each such Bond as representing that number
of Bonds of $5,000 denominations which is obtained by dividing the principal amount of such Bond
to be redeemed in part by $5,000. The Paying Agent shall promptly notify the City in writing of the
Bonds, or portions thereof, selected for redemption.
(d) Notice of Redemption. The Paying Agent shall further provide written notice
to Bond Owners of all Bonds to be redeemed pursuant to this section by first class mail within sixty
(60) days, but in no event later than thirty (30) days prior to the date of such redemption. The date on
which the Bonds which are called for redemption are to be presented for redemption is herein
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sometimes called the "redemption date." The notice of redemption shall (a) state the redemption
date; (b) state the redemption price; (c) state the dates of maturity of the Bonds and, if less than all of
any such maturity is called for redemption the distinctive numbers of the Bonds of such maturity to
be redeemed, and in the case of Bonds redeemed in part only, the respective portions of the principal
amount thereof, to be redeemed; (d) state the CUSIP number, if any, of each Bond to be redeemed;
(e) give notice that further interest on such Bonds will not accrue after the designated redemption
date; and (f) any other descriptive information regarding the Bonds needed to identify accurately the
Bonds being redeemed. The actual receipt by the 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 such Bonds or the cessation of interest on the date fixed for
redemption.
At least twenty -five (25) days before the redemption date, notice shall also be
given (i) registered or certified mail, postage prepaid, (ii) confirmed facsimile transmission or
(iii) overnight delivery service, to The Depository Trust Company, 711 Stewart Avenue, Garden
City, New York 11530, Facsimile transmission: (516) 227 -4039, (516) 227 -4190 and in accordance
with then current guidelines of the Securities and Exchange Commission, to any other firm or service
regularly providing information with respect to the redemption of Bonds designated to the Paying
Agent by the City.
(e) Conditional Notice of Optional Redemption of Bonds. With respect to the
optional redemption of Bonds pursuant to the foregoing subsection (a), at the direction of the City
filed with the Paying Agent, the notice of such redemption shall state that such redemption is
conditioned upon the receipt by the Paying Agent on or before the date fixed for such redemption of
sufficient funds for such purpose from any issue of refunding bonds. In the event that sufficient
funds shall not have been deposited with the Paying Agent on or before the date fixed for
redemption, the Paying Agent shall promptly notify the Owners of the Bonds by telephone, facsimile
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transmission or other form of telecommunication, promptly confirmed in writing; and thereupon such
redemption and the notice thereof shall be deemed to be canceled and rescinded.
(f) Effect of Redemption. When notice of redemption has been given,
substantially as provided for herein, and when the amount necessary for the redemption of the Bonds
called for redemption (principal and premium, if any) is set aside for that purpose in the Debt Service
Fund, as provided for herein, the Bonds designated for redemption shall become due and payable on
the date fixed for redemption thereof, and upon presentation and surrender of said Bonds at the place
specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption
price out of said Debt Service Fund, and no interest will accrue on such Bonds called for redemption
after the redemption date specified in such notice and the owners of the Bonds so called for
redemption after such redemption date shall look only to the funds held for such purpose in the Debt
Service Fund (or held for such specific purpose in the Bond Fund held by the Paying Agent). All
Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. The
City shall establish a separate account in the Debt Service Fund to hold funds available for payment
of called bonds after the redemption date.
SECTION 11. Costs of Issuance Fund. The proceeds of the sale of the Bonds identified in
Section 2 for deposit into the Costs of Issuance Fund shall be deposited with the Paying Agent to the
credit of; and the Paying Agent shall establish a fund designated the "City of Santa Monica Series
2012 General Obligation Refunding Bonds Costs of Issuance Fund," (the "Costs of Issuance Fund "),
and the moneys in said fund shall be applied exclusively to pay Costs of Issuance in accordance with
the Bond Law, except as otherwise provided in the provisions of the Bond Law. If, upon completion
of the payment of all Costs of Issuance from the Costs of Issuance Fund as designated in a written
certificate signed by an Authorized Representative from the City, amounts remain therein, the Paying
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Agent shall transfer such amounts to the Debt Service Fund. At such time that no amounts remain on
deposit in the Costs of Issuance Fund, the Paying Agent shall close the Costs of Issuance Fund.
SECTION 12. Rebate Fund. The City shall establish the Series 2012 General Obligation
Refunding Bonds (Library Improvement Project) Rebate Fund (the "Rebate Fund "). All money at
any time deposited in the Rebate Fund shall be held by the City in trust for payment to the United
States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and
the Tax Certificate, unless the City obtains an opinion of Bond Counsel that the exclusion from gross
income of interest on the Bonds shall not be adversely affected for federal income tax purposes if
such requirements are not satisfied.
(a) Annual Computation. Within 55 days of the end of each Computation Year
with respect to the Bonds, the City shall calculate or cause to be calculated the amount of rebatable
arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148 -3 of the Rebate
Regulations (taking into account any applicable exceptions with respect to the computation of the
rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments
exceptions of Section 148(f)(4)(B) and (C) of the Code), and taking into account whether the 1 -1/2%
Penalty has been elected), for this purpose treating the last day of the applicable Computation Year as
a computation date, within the meaning of Section 1.148 -1(b) of the Rebate Regulations (the
"Rebatable Arbitrage "). The City shall obtain expert advice as to the amount of the Rebatable
Arbitrage to comply with this Section.
(b) Annual Transfer. Within 55 days of the end of each applicable Computation
Year with respect to the Bonds, an amount shall be transferred by the City to be deposited to the
Rebate Fund from any legally available funds, including the other funds and accounts established
herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so
calculated in accordance with clause (i) of this Subsection (a). In the event that immediately
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following the transfer required by the previous sentence, the amount then on deposit to the credit of
the Rebate Fund exceeds the amount required to be on deposit therein, the Director of Finance shall
withdraw the excess from the Rebate Fund and then credit the excess to the Debt Service Fund.
(c) Payment to the Treasury. The City shall pay to the United States Treasury,
out of amounts in the Rebate Fund:
(1) Not later than 60 days after the end of (A) the fifth
Computation Year with respect to the Bonds, and (B) each applicable fifth
Computation Year thereafter, an amount equal to at least 90% of the
Rebatable Arbitrage calculated as of the end of such Computation Year; and
(2) Not later than 60 days after the payment of all the Bonds, an
amount equal to 100% of the Rebatable Arbitrage calculated as of the end of
such applicable Computation Year, and any income attributable to the
Rebatable Arbitrage, computed in accordance with Section 148(1) of the
Code.
In the event that, prior to the time of any payment required to be made from the Rebate Fund,
the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the
City shall calculate or cause to be calculated the amount of such deficiency and deposit an amount
received from any legally available source, including the other funds and accounts established herein,
equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment
required to, be made pursuant to this Subsection (1) shall be made to the Internal Revenue Service
Center, Ogden, Utah 84201 on or before the date on which such payment is due, and shall be
accompanied by Internal Revenue Service Form 8038 -T prepared by the City, or shall be made in
such other manner as provided under the Code.
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(d) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund
after redemption and payment of the Bonds and the payments described in Subsection (1), may be
utilized in any lawful manner by the City.
(e) Survival of Defeasance. Notwithstanding anything in this Section or the
Resolution to the contrary, the obligation to comply with the requirements of this Section shall
survive the defeasance of the Bonds.
SECTION 13. Security /Debt Service Fund. The City Council, so far as is practicable, shall
fix such rate or rates for a tax to be levied in the City as will result in revenues which will pay the
interest on the Bonds, and provide a sinking or other fund for the payment of the principal of the
Bonds as such principal may become due. The City Council shall determine the fiscal year for all of
the amounts above set forth, and shall fix the rate or rate of tax to be levied which will raise the
amounts of money required by the City for such purposes, and as required by the provisions of the
Law, the City Council shall certify to the County Auditor- Controller of the County of Los Angeles
(the "Auditor ") the rate or rates so fixed and shall furnish to the Auditor a statement in writing
containing the following: (a) an estimate of the minimum amount of money required to be raised by
taxation during the fiscal year for the payment of the principal of and interest on the Bonds, as will
become due before the proceeds of a tax levied at the next general tax levy will be available; (b) an
estimate of the minimum amount of money required to be raised by taxation during the fiscal year for
all other purposes of the City; and (c) any other items required by the provisions of the Law. The
Auditor shall compute and enter in the county assessment roll the respective sums to be paid as a
City tax on the property within the City using the rate or rates of levy as fixed by the City Council
and the assessed value as found on the assessment roll for the property subject to the tax.
It shall be the duty of all county officers charged with the duty of collecting taxes to collect
such tax in time, form and manner as county taxes are collected and when collected to pay the same
to the City.
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All such taxes for the payment of principal and interest on the Bonds shall be established,
levied and collected as provided in the provisions of the Law.
All moneys derived from such taxes and all other moneys allocated and designated for
payment of said Bonds and the interest thereon shall be placed in a fund of the City and designated
"City of Santa Monica Series 2012 General Obligation Refunding Bonds (Library Improvement
Project) Debt Service Fund" (the "Debt Service Fund "), (and accounts therein to the extent created
pursuant to Section 10 or 16 hereof) shall be kept separate and apart from all other funds of the City
(and are hereby irrevocably pledged for the payment of the Bonds in accordance with the purpose
and intent of this Resolution), and until all of said Bonds and all interest thereon have been fully paid
(or defeased) the moneys in said fund shall be used for no other purpose than the payment of said
Bonds or additional series of bonds issued by the City pursuant to the authorization of Measure A
and the interest thereon; provided, however, that when all of the principal and interest on all of the
Bonds have been paid, any balance of money then remaining in said funds shall be transferred to the
general fund of the City. Interest earned on the investment of monies in the Debt Service Fund shall
be retained in the Debt Service Fund and used by the City to pay principal and interest on the Bonds
when due.
The Director of Finance shall transfer available monies from the Debt Service Fund to the
Paying Agent in amounts sufficient and at such time as are necessary to promptly pay principal
(including mandatory sinking fund payments), interest and redemption premium, if any, on the
Bonds as such shall become due; and the Paying Agent shall establish a fund designated the "City of
Santa Monica Series 2012 General Obligation Refunding Bonds (Library Improvement Project)
Bond Fund" (the "Bond Fund ") for such purpose and shall make payments to the Bond Owners of
principal (including mandatory sinking fund payments), interest and redemption premium, if any, on
the Bonds as such shall become due; provided that, in the event of any deficiencies, moneys on
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deposit in the Bond Fund shall be applied first to the payment of interest and then to the payment of
principal and, in all such cases, ratably and without preference among all maturities.
SECTION 14. Investments.
(a) Moneys in the Costs of Issuance Fund shall be invested in Authorized
Investments which will by their terms mature, or in the case of an investment agreement are available
without penalty, as close as practicable to the date the City estimates the moneys represented by the
particular investment will be needed for withdrawal from the Costs of Issuance Fund. Earnings on
investments of monies in the Costs of Issuance Fund shall be retained therein and applied in
accordance with authorized uses thereof and applicable law.
(b) Moneys in the Debt Service Fund and the Bond Fund shall be invested only
in Authorized Investments which will by their terms mature, or in the case of an investment
agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of
principal of, premium, if any, and interest on the Bonds as the same become due. The Paying Agent
shall be under no obligation to invest moneys in the Bond Fund except on the written instruction of
the Director of Finance. Investment earnings, if any, in the Bond Fund in excess of amounts held for
the benefit of Owners shall be returned to the City for deposit in the Debt Service Fund.
In the event that an Authorized Representative of the City does not so direct the Paying
Agent, the Paying Agent shall invest moneys in the Bond Fund in the Authorized Investments
described in paragraph 2(f) of the definition contained herein and as set forth in the letter of
authorization and directions executed by the City and delivered to the Paying Agent. If no
investment directions are provided, such amount shall be held in cash, uninvested.
The City and the Paying Agent, at the direction of the City, shall sell at the best price
obtainable, or present for redemption, any obligations so purchased whenever it may be necessary to
do so in order to provide moneys to meet any payment or transfer to such funds and accounts or from
such funds and accounts. For the purpose of determining at any given time the balance in any such
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funds, any such investments constituting a part of such funds and accounts shall be valued at their
market value. Notwithstanding anything herein to the contrary, the Paying Agent shall not be
responsible for any loss from investments, sales or transfers undertaken in accordance with the
provisions of this Resolution.
SECTION 15. Tax Covenants. The City hereby covenants and agrees with the owners of the
Bonds to take no action or refrain from taking any action which, in the opinion of Bond Counsel,
would result in the interest received by the Owners being includable in gross income for federal
income tax purposes. In order to preserve the exclusion from gross income of interest on the Bonds
for federal income tax purpose, the City covenants to comply with all applicable requirements of the
Code, and any Regulations which are necessary to preserve such exclusion from gross income and
specifically covenants, without limiting the generality of the foregoing, that:
(a) Private Activity. The City will take no action or refrain from taking any
action or make any use of the proceeds of the Bonds issued on a tax - exempt basis or of any other
monies or property which would cause the Bonds issued on a tax - exempt basis to be "private activity
bonds" within the meaning of Section 141 of the Code;
(b) Arbitrage. The City will make no use of the proceeds of the Bonds issued on
a tax - exempt basis or of any other amounts or property, regardless of the source, or take any action or
refrain from taking any action which will cause the Bonds issued on a tax - exempt basis to be
"arbitrage bonds" within the meaning of Section 148 of the Code;
(c) Federal Guaranty. The City will make no use of the proceeds of the Bonds
issued on a tax - exempt basis or take or omit to take any action that would cause the Bonds issued on
a tax - exempt basis to be "federally guaranteed" within the meaning of Section 149(b) of the Code;
(d) Information Reporting. The City will take or cause to be taken all necessary
action to comply with the informational reporting requirement of Section 149(e) of the Code;
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(e) Hedge Bonds. The City will make no use of the proceeds of the Bonds issued
on a tax - exempt basis or any other amounts or property, regardless of the source, or take any action
or refrain from taking any action that would cause the Bonds issued on a tax- exempt basis to be
considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the City takes all
necessary action to assure compliance with the requirements of Section 149(g) of the Code to
maintain the exclusion from gross income of interest on the Bonds issued on a tax - exempt basis for
federal income tax purposes;.
(f) Miscellaneous. The City will take no action or refrain from taking any action
inconsistent with its expectations stated in that certain Tax Certificate executed by the City in
connection with each issuance of Bonds issued on a tax - exempt basis and will comply with the
covenants and requirements stated therein and incorporated by reference herein;
(g) Subsequent Opinions. If the City obtains a subsequent opinion of Bond
Counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation ( "SYCR "), where
such opinion is required in connection with a change or amendment to this Resolution or the
procedures set forth in the Tax Certificate, it will obtain an opinion substantially to the effect
originally delivered by SYCR that interest on the Bonds is excluded from gross income for federal
income tax purposes.
SECTION 16. Defeasance. The Bonds may be defeased in whole or in part prior to maturity
by irrevocably depositing with the City in a separate account of the Debt Service Fund to be held
separate and apart from all other funds of the City, and which is irrevocably pledged to the Bonds so
defeased (or an entity designated by the Director of Finance to act as escrow agent with respect
thereto):
(a) An amount of cash which together with amounts then on deposit in the Debt
Service Fund, is sufficient, without reinvestment, to pay and discharge all or part of the Bonds
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outstanding (including all principal, interest and premium, if any) at or before their stated maturity
date; or
(b) Federal Securities not subject to call, together with cash, if required, in such
amount as will, without reinvestment, in the opinion of an independent certified public accountant,
together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund
together with the interest to accrue thereon, be fully sufficient to pay and discharge all of the
corresponding Bonds (including all principal and interest and premium, if any) to be defeased at or
before their stated maturity date.
In such event, notwithstanding that any of the Bonds shall not have been surrendered for
payment, all obligations of the City with respect to all said outstanding Bonds shall cease and
terminate, except only the obligation of the City to pay or cause to be paid from funds deposited
pursuant to paragraphs (a) or (b) of this Section, to the owners of said Bonds not so surrendered and
paid all sums due with respect thereto; provided that the City shall have received an opinion of bond
counsel for said Bonds, that said Bonds have been defeased.
SECTION 17. Supplemental Resolutions.
(a) This Resolution, and the rights and obligations of the City and of the Owners
of the Bonds issued hereunder, may be modified or amended at any time by a supplemental
resolution adopted by the City with the written consent of Owners owning at least 60% in aggregate
principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the City; provided,
however, that no such modification or amendment shall, without the express consent of the Owner of
each Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable
thereon, advance the earliest redemption date thereof, extend its maturity or the times for paying
interest thereon or change the monetary medium in which principal and interest is payable, nor shall
any modification or amendment reduce the percentage of consents required for amendment or
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modification. No such supplemental resolution shall change or modify any of the rights or
obligations of any Paying Agent without its written assent thereto. Notwithstanding anything herein
to the contrary, no such consent shall be required if the Owners are not directly and adversely
affected by such amendment or modification.
(b) This Resolution, and the rights and obligations of the City and of the Owners
of the Bonds issued hereunder, may be modified or amended at any time by a supplemental
resolution adopted by the City without the written consent of the Owners;
(i) To add to the covenants and agreements of the City in this Resolution,
other covenants and agreements to be observed by the City which are not contrary to or inconsistent
with this Resolution as theretofore in effect;
(ii) To add to the limitations and restrictions in this Resolution, other
limitations and restrictions to be observed by the City which are not contrary to or inconsistent with
this Resolution as theretofore in effect;
(iii) To confirm as further assurance any pledge under, and the subjection
to any lien or pledge created or to be created by, this Resolution, of any moneys, securities or funds,
or to establish any additional funds or accounts to be held under this Resolution;
(iv) To cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision in this Resolution; or
(v) To amend or supplement this Resolution in any other respect,
provided such supplemental resolution does not adversely affect the interests of the Owners.
(c) Any act done pursuant to a modification or amendment so consented to shall
be binding upon the Owners of all the Bonds and shall not be deemed an infringement of any of the
provisions of this Resolution, 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
consent relating to such specified matters has been given, no Owner shall have any right or interest to
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object to such action or in any manner to question the propriety thereof or to enjoin or restrain the
City or any officer or agent of the City from taking any action pursuant thereto.
SECTION 18. Resolution to Constitute Contract. In consideration of the purchase and
acceptance of any and all of the Bonds authorized to be issued hereunder by those who shall own the
same from time to time, this Resolution shall be deemed to be and shall constitute a contract by and
between the City and the Owners from time to time of the Bonds; and the pledge made in this
Resolution shall be for the equal benefit, protection and security of the Owners of any and all of the
Bonds, all of which, regardless of the time or times of their issuance or maturity, shall be of equal
rank without preference, priority or distinction of any of the Bonds over any other thereof.
SECTION 19. Continuing Disclosure. The City hereby covenants and agrees that it will
comply with and carry out all of its obligations under its Continuing Disclosure Certificate to be
executed and delivered by the City in connection with the issuance of the Bonds. Notwithstanding
any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure
Certificate shall not be considered an event of default under this Resolution; however, any Owner or
Beneficial Owner may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the City to comply with its obligations
under this Section 19. For purposes of this Section, `Beneficial Owner" means any person which has
or shares the power, directly or indirectly, to make investment decisions concerning ownership of
any Bonds (including persons holding Bonds through nominees, depositories or other
intermediaries).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNED AND APPROVED as of May 1, 2012.
[SEAL]
ATTEST:
City Clerk
APPROVED AS TO FORM:
Marsha Jones Moutrie, City Attorney
CITY OF SANTA MONICA
By:
Its: Mayor
S -1
DOC SO C/ 1551875v2/200119 -0006
EXHIBIT A
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY (AS DEFINED IN THE SUPPLEMENT TO RESOL UTION NO.
TO THE PAYING AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF SANTA MONICA
GENERAL OBLIGATION REFUNDING BOND
SERIES 2012 (LIBRARY IMPROVEMENT PROJECT)
INTEREST RATE MATURITYDATE DATED DATE CUSIPNO.
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT: _ AND NO /100 DOLLARS
THE CITY OF SANTA MONICA, a charter city situated in the County of Los Angeles,
State of California (the "City "), duly organized and existing under and by virtue of the Constitution
and laws of the State of California, hereby acknowledges its indebtedness and promises to pay to the
registered owner named above or registered assigns (the "Registered Owner "), the Principal Amount
stated above on the Maturity Date stated above, and to pay such registered owner by check mailed by
first class mail, postage prepaid, thereto at its address as it appears on the register kept by the Paying
Agent at the close of business on the fifteenth day of the month preceding the Interest Payment Date
(as hereinafter defined) (the "Record Date "), or, at the request of an owner of in excess of $1,000,000
aggregate principal amount of bonds, by wire transfer, interest on such principal amount on each July
1 and January 1, commencing January 1, 2013 (each, an "Interest Payment Date ") next preceding the
date of authentication (unless (i) the date of authentication is prior to the first Record Date in which
event from the Dated Date shown above, (ii) the date of authentication is after a Record Date and
before the following Interest Payment Date in which event it shall bear interest from such Interest
Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it shall bear
interest from such date until the Principal Amount hereof shall have been paid or provided for in
accordance with Resolution No. (CCS) adopted by the City Council of the City on ,
2012, as supplemented by Supplement to Resolution No. , dated as of May 1, 2012, executed
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DOCSOC/ 1551875v2 /200119 -0006
in connection therewith (as supplemented, the "Resolution"), at the interest rate stated above, payable
on each Interest Payment Date. Principal and any premium upon the redemption prior to the maturity
of all or part hereof are payable at the principal corporate trust office of The Bank of New York
Mellon Trust Company, N.A., Paying Agent for the Bonds (the "Paying Agent "), in Los Angeles,
California. All such amounts are payable in lawful money of the United States of America.
Capitalized terms used herein and not defined shall have the meanings given such terms in
the Resolution.
The principal of and interest on the Bonds shall be paid from taxes levied for the payment
thereof as set forth in the Resolution, which taxes shall be levied exclusively upon the taxable
property in the City.
This Bond is issued in fully registered form. It may be exchanged for a like aggregate
principal amount of bonds of other authorized denominations of the same series and maturity, all as
more fully set forth in the Resolution. This Bond is transferable by the Registered Owner hereof, in
person or by its attorney duly authorized in writing, at the designated corporate trust office of the
Paying Agent, but only in the manner, subject to the limitations and upon payment of the charges
provided in the Resolution, upon surrender and cancellation of this Bond. Upon such transfer a new
registered Bond of authorized denomination or denominations for the same aggregate principal
amount of the same series and maturity will be issued to the transferee in exchange therefor.
Bonds maturing on or after July 1, 20 are subject, at the option of the City, to redemption
prior to their stated maturities in whole or in part on any date commencing July 1, 20_, selected
among maturities, if in part, as nearly as practicable on a pro -rata basis, and by lot within a maturity;
at redemption price, equal to the principal amount thereof, together with accrued interest to the date
fixed for redemption, without premium.
In addition, the Bonds maturing on July 1, 20_ are subject to mandatory sinking fund
redemption prior to maturity commencing on July 1, _, and each July 1 thereafter prior to maturity
from sinking fund payments in the amounts set forth in the Resolution at a redemption price equal to
100% of the principal amount thereof called for redemption, without premium, plus accrued interest
thereon to the date of redemption.
Notice of redemption with respect to the Bonds to be redeemed shall be mailed to the
Registered Owners thereof not less than 30 nor more than 60 days prior to the redemption date by
first class mail, postage prepaid, to the addresses set forth in the registration books. Neither a failure
of the Registered Owner hereof to receive such notice nor any defect therein will affect the validity
of the proceedings for redemption. All Bonds or portions thereof so called for redemption will cease
to accrue interest on the specified redemption date; provided that funds for the redemption are on
deposit with the Paying Agent on the redemption date. Thereafter, the Registered Owners of such
Bonds shall have no rights except to receive payment of the redemption price upon the surrender of
the Bonds.
The City and the Paying Agent may treat the Registered Owner hereof as the absolute owner
hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to the
contrary.
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This Bond shall not be entitled to any benefit under the Resolution, or become valid or
obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been
signed by the Paying Agent.
The rights and obligations of the City and of the registered owners of the Bonds may be
amended at any time, and in certain cases without notice to or consent of the registered owners, to the
extent and upon the terms provided in the Resolution.
It is hereby recited, certified and declared that the total amount of indebtedness of the City,
including the amount of this Bond, is within the limit provided by law and that any and all acts,
conditions and things required to exist, to happen and to be performed precedent to and in the
issuance of this Bond exist, have happened and have been performed in due time, form and manner
as required by the Constitution and laws of the State of California.
IN WITNESS WHEREOF, THE CITY OF SANTA MONICA has caused this Bond to be
signed by the Mayor and the City Treasurer of said City, and countersigned by the City Clerk of said
City, by their facsimile signatures.
CITY OF SANTA MONICA
By:
Its: Mayor
By:
Its:
COUNTERSIGNED:
City Clerk of the City of Santa Monica
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DOCSOC/ 1551875 v2/200119 -0006
City Treasurer
[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the fully registered Bonds described in the within - mentioned Resolution.
Date of Authentication: THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Paying Agent
By:
Its:
Authorized Signatory
[FORM OF LEGAL OPINION]
The following is a true copy of the opinion rendered by Stradling Yocca Carlson & Rauth, a
Professional Corporation, in connection with the issuance of, and dated as of the date of the original
delivery of, the Bonds. A signed copy is on file in my office.
City Clerk of the City of Santa Monica
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DO CSOC /1551875 v2 /200119 -0006
[FORM OF ASSIGNMENT]
For value received, the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within Bond and do(es) hereby irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the registration books of the Paying Agent with full power of
substitution in the premises.
Dated:
Signature Guarantee:
Notice: Signature(s) must be guaranteed by a Notice: The signature on this assignment must
qualified guarantor 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.
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Adopted and approved this 8th day of May, 2012.
Ric and Bloom, Mayor
I, Denise Anderson - Warren, Acting City Clerk of the City of Santa Monica, do
hereby certify that the foregoing Resolution No. 10674 CCS) was duly adopted at a
meeting of the Santa Monica City Council held on the 8, h day of May, 2012, by the
following vote:
AYES: Councilmembers Holbrook, McKeown, O'Day, Shriver
Mayor Pro Tern Davis, Mayor Bloom
NOES: None
ABSENT: Councilmembers Holbrook, O'Connor
ATTEST:
Denise Anderson - Warren, Acting City Clerk