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R-7976 . . /);i.J" ~~ r ft'r;o t" ,... {.,,' ~ "-J> Jy J' RESOLUTION NO. 7976(CCS) (City council Series) (CCS) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA MONICA, CALIFORNIA AUTHORIZING THE ISSUANCE OF $4,500,000 GENERAL OBLIGATION BONDS OF SAID CITY TO FINANCE THE COST OF ACQUISITION AND IMPROVEMENT OF LAND FOR PARKING AND/OR ADDITIONAL IMPROVEMENTS FOR THE SANTA MONICA PUBLIC LIBRARY MAIN BRANCH WHEREAS, all the requirements of law have been complied with in calling and holding the general municipal election held in the City of Santa Monica on November 4, 1988, at which election the proposition of issuing bonds in the principal sum of $4,500,000 for the objects and purposes hereafter stated was submitted to the voters of the City pursuant to Article 1, commencing with Section 43600, of Chapter 4, Division 4, Title 4 of the Government Code of the State of California, the City Council did duly and regularly canvass the returns of said election, and did count the votes cast for and against the proposition, and did as a result of said canvass, determine and declare, and does hereby certify, that said proposition received at said municipal election the affirmative vote of more than two-thirds of all the voters voting on such proposition, and the proposition was thereby carried and adopted, and the issuance of all of the bonds was duly authorized; THE CITY COUNCIL THE CITY OF SANTA MONICA DOES RESOLVE AS FOLLOWS: Section 1. Definitions. As used in this resolution the following terms shall have the following meanings: "Bonds" means the "City of Santa Monica General Obligation Bonds, series 1990 (Main Library Improvements Project)" authorized by this resolution in the aggregate principal amount of $4,500,000. "City" means the City of Santa Monica, California. "Director of Finance" means the officer who is then performing the functions of Director of Finanee of the City. L97324[sbbl] 1 . . "Fiscal Agent" means the bank appointed by the City pursuant to section 22, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in this resolution. "Fiscal Year" means the year period beginning on July 1st and ending on the next following June 30th. "Ownersll or "bondowners" means the registered owners of the Bonds. "Treasurer" means the officer who is then performing the functions of Treasurer of the city. Section 2. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this resolution shall be deemed to be and shall constitute a contract between the city and the Owners from time to time of the Bonds; and the covenants and agreements herein set forth to be performed on behalf of the City shall be for the equal and proportionate benefit, security and protection of all Owners of the Bonds without preference, priority or distinction as to security or otherwise of any of the Bonds over any of the others by reason of the number or date thereof or the time of sale, execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. section 3. Bonds Authorized. All acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Bonds have existed, happened and been performed in due time, form and manner as required by law, and the Council is now authorized pursuant to each and every requirement of law to incur an indebtedness of the city in the manner and form as in this resolution provided. Section 4. Issuance of Bonds. Bonds of the city in the aggregate principal amount of $4,500,000 to be known as "city of Santa Monica 1990 General Obligation Bonds, Series 1990 (Main Library Improvements Project)", shall be issued to pay the cost of the land and improvements set forth in the following proposition, to wit: Proposition JJ, "Shall the City of Santa Monica incur general Obligation bonded indebtedness in the principal sum of not to exceed $4,500,000 for the acquisition and improvement of land for parking and/or additional improvements in connection with the Santa Monica Public Library Main Branch?" L97324[sbbl] 2 . . section 5. Description of Bonds. Generally. The Bonds shall be in the principal amount of $4,500,000, shall be dated March 1, 1990 and shall be issued only as fully registered bonds. The Bonds shall be issued in the denomination of $5,000 or any integral multiple thereof, and shall be substantially in the form set forth in Exhibit A attached hereto and by this reference incorporated herein. The Bonds shall mature on July 1 in each year from 1991 through and including 2010, in such amounts (in integral multiples of $5(000), estimated to result in substantially level annual debt service on the Bonds, as are specified in the Official Form of Bid furnished in connection with the sale of the Bonds to the original purchaser thereof as described in Section 6 below. section 6. Interest. The Bonds shall bear interest at a rate or rates to be hereafter determined by the Director of Finance through sale of the Bonds to the original purchaser thereof pursuant to Section 43627 of the Government Code of the state of California, but not to exceed 12% per annum, payable semiannually on January 1 and July I of each year, commencing January 1, 1991. Each Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Bond, or if the same has been duly called for redemption then at the date fixed for redemption, funds are available for the payment or redemption thereof in full accordance with the terms of this resolution, said Bond shall then cease to bear interest. Section 7. Place of Payment. The principal or redemption price of the Bonds shall be payable in lawful money of the United States of America upon surrender thereof at the principal corporate trust office of the Fiscal Agent in San Francisco, California. The Bonds shall be numbered in consecutive numerical order, and each such Bond shall bear interest from the interest payment date next preceding the date of authentication thereof (unless such Bond is authenticated during the period from the sixteenth day of the month prior to an interest payment date through and including such interest payment date, in which case it shall bear interest from such interest payment date, or unless such Bond is authenticated prior to December 16, 1990, in which case it shall bear interest from March 1, 1990): provided, however, L97324[sbb1] 3 . . that if, at the time of authentication of any Bond, interest is in default on outstanding Bonds, such Bond shall bear interest from the interest payment date to whieh interest has previously been paid or made available for payment on the outstanding Bonds. Payment of the interest on any Bond shall be made to the person whose name appears on the bond registration books of the Fiscal Agent, the registrar for the Bonds, as the registered owner thereof as of the fifteenth day of the month immediately preceding an interest payment date, such interest to be paid by check or draft mailed on the applicable interest payment date (or, if such interest payment date is not a business day, the following business day) to such registered owner at his address as it appears on such registration books. Section 8. Execution of Bonds. The Bonds shall be signed on behalf of the City by its Mayor by his facsimile signature and by its Treasurer by his facsimile signature and countersigned by its City Clerk by her 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. In case any officer whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds to the purchaser thereof, such signature shall nevertheless be valid and sufficient for all purposes the same as though he or she had remained in office until such delivery of the Bonds. Only such of the Bonds as shall bear thereon a certificate of authentication in the form set forth in Exhibit A, executed and dated by the Fiscal Agent, shall be entitled to any benefits under this resolution or be valid or obligatory for any purpose, and such certificate of the Fiscal Agent shall be conclusive evidence that the Bonds so authenticated have been duly issued and delivered hereunder and are entitled to the benefits of this resolution. section 9. Transfer and Exchanqe of Bonds. (a) Transfer of Bonds. Registration of any Bond may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of section 11, by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Fiscal Agent. L97324[sbb1] 4 . . Any Bond or Bonds shall be surrendered for registration of transfer at the principal corporate trust office of the Fiscal Agent, whereupon the City shall execute, and the Fiscal Agent shall authenticate and deliver, a new fully registered Bond or Bonds of the same maturity or maturities, of authorized denomination or denominations and for the aggregate principal amount of such Bond or Bonds then remaining outstanding to the transferee in exchange therefor. The Fiscal Agent shall require the payment by the holder requesting such registration of transfer of any tax or other governmental charge required to be paid with respect to such registration of transfer and may collect from the City a charge equal to the customary fee charged by the Fiscal Agent for such registration of transfer. The Fiscal Agent shall not be required to register the transfer of any Bond (a) during a period beginning at the opening of business ten days before the day of the mailing of a notice of redemption of less than all of the outstanding Bonds and ending at the close of business on the day of such mailing, or (b) theretofore selected for redemption. (b) Exchanqe of Bonds. Any Bond may, in accordance with its terms, be exchanged, at the principal corporate trust office of the Fiscal Agent, for a new fully registered Bond or Bonds of the same maturity, of any authorized denomination or denominations and for the aggregate principal amount of such Bond then remaining outstanding. The Fiseal Agent shall not be required to cause the exchange of any Bond (a) during a period beginning at the opening of business ten days before the day of the mailing of a notice of redemption of less than all of the outstanding Bonds and ending at the close of business on the day of such mailing, or (b) theretofore selected for redemption. . section 10. Bonds Mutilated, Lost, Destroyed or stolen. If any Bond shall become mutilated, the Fiscal Agent shall thereupon authenticate and deliver a new Bond of like maturity and principal amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiseal Agent of the Bond so mutilated. Every mutilated Bond so surrendered to the Fiscal Agent shall be cancelled by it and delivered to, or upon the order of, the city. If any Bond issued hereunder shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and the Fiscal Agent and, if such evidence be satisfactory to them and indemnity sufficient to indemnify them from any liability for issuance of a substitute Bond and satisfactory to them shall be L97324[sbbl] 5 . . glven, the Fiscal Agent shall thereupon authenticate and deliver a new Bond of like maturity and principal amount in lieu of and in substitution for the Bond so lost, destroyed or stolen (or if any such Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Bond the Fiscal Agent may pay the same without surrender thereof upon receipt of indemnity satisfactory to the City and the Fiscal Agent). The City may require payment of a reasonable fee for each new Bond issued under this Section and of the expenses which may be incurred by the City and Fiscal Agent. Any Bond issued under the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall eonstitute an original contractual obligation on the part of the City whether or not the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and propo~tionately entitled to the benefits of this resolution with all other Bonds secured by this resolution. section 11. Bond Register. The Fiscal Agent will keep or cause to be kept, at its principal eorporate trust office in San Francisco, California, sufficient books for the registration and registration of transfer of the Bonds, which upon reasonable notice shall be open to inspection by the City at reasonable times during normal business hours; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, cause the registration or registration of transfer, on such books, of Bonds as hereinabove provided. section 12. ownership of Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal, premium, if any, and the interest on, any such Bond, shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon sueh Bond including the interest thereon to the extent of the sum or sums so paid. section 13. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. Any temporary Bond may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the City, shall be in registered form without coupons and may contain such reference 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 Fiscal Agent upon the L97324[sbb1] 6 . . same conditions and in substantially the same manner as the definitive Bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the Fiscal Agent in San Francisco, california, and the Fiscal Agent shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive Bonds of the same series of authorized denominations. until so exchanged the temporary Bonds shall be entitled to the same benefits under this resolution as definitive Bonds authenticated and delivered hereunder. section 14. Redemption of Bonds. (a) optional Redemption. The Bonds maturing on or prior to July 1, 2000 shall not be subject to call and redemption prior to maturity. The Bonds maturing on and after July 1, 2001 may be called before maturity and redeemed at the option of the City, from any source of funds, on July 1, 2000, or thereafter prior to maturity, in whole on any date or in part, in inverse order of maturity and by lot within a maturity, on any interest payment date at a redemption price for each redeemed Bond equal to the principal amount thereof, plus accrued interest to the date of redemption, plus the following premium (percentage of principal amount) if redeemed at the following times: Redemption Dates Premiums July 1, 2000 through June 30, 2001 2% July 1, 2001 through June 30, 2002 1-1/2% July 1, 2002 th~ough June 30, 2003 1% July 1, 2003 through June 30, 2004 1/2% July 1, 2004 and thereafter 0 (b) Notice of Redemption. Notice of redemption shall be given by first class mail, postage prepaid, not less than 30 nor more than 60 days prior to the redemption date, to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the bond registration books of the Fiscal Agent. Each notice of redemption shall state the redemption date, the place or places of redemption, and, if less than all of such Bonds, the distinctive numbers of the Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed, and shall also state that on said date there will become due and payable on each of said Bonds the redemption L97324(sbb1] 7 . .- price thereof or of said specified portion of the principal thereof in the case of a Bond to be redeemed in part only, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then surrendered. Notice of redemption of Bonds shall be given by the Fiscal Agent for and on behalf of the city. In addition to the foregoing notice, further notice of redemption shall be given by the Fiseal Agent as set out below, but no defect in any such further notice nor any failure to give all or any portion of such further notice shall in any manner affect the validity of the proceedings for redemption or the cessation of accrual of interest on the Bonds as of the date fixed for redemption. Each further notice of redemption given hereunder shall contain the information required in the preceding paragraph for notice of redemption plus (i) the date of issuance of the Bonds as originally issued; (ii) the rate of interest borne by each Bond being redeemed; and (iii) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption shall be sent at least thirty-five (35) days before the redemption date by registered or certified mail or overnight delivery service to the four registered securities depositories listed below and to any other registered securities depositories then in the business of holding substantial amounts of obligations of the same type as the Bonds and to one or more of the national information services listed below that disseminate notices of redemption of obligations such as the Bonds. Registered Securities Depositories The Depository Trust Company 711 Stewart Avenue Garden City, New York 11530 Telecopy: (516) 227-4039 or -4190 Midwest Securities Trust Company capital Structures-Cal Notification 440 South LaSalle street Chicago, Illinois 60605 Telecopy: (312) 663-2343 pacific Securities Depository Trust company Pacific and Company P. O. Box 7041 San Francisco, California 94120 Telecopy: (415) 393-4128 L97324[sbb1] 8 . . Philadelphia Depository Trust Company Reorganization Division 1900 Market street Philadelphia, Pennsylvania 19103 Attention: Bond Department Telecopy: (215) 496-5514 National Information Services Financial Information, Inc.'s Financial Daily Called Bond Service 30 Montgomery Street Jersey City, New Jersey 07302 Interactive Data corporation's Bond Service 22 Cortland street New York, New York 10007 Kenny Information Service's Called Bond Service 65 Broadway, 16th Floor New York, New York 10006 Moody's Municipal and Government 99 Church street New York, New York 10007 standard & Poor's Called Bond Record 25 Broadway New York, New York 10004 Upon the payment of the redemption price of the Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by. issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (c) General. Upon surrender of any Bond redeemed in part only, the city shall execute and the Fiscal Agent shall authenticate and deliver to the registered owner thereof, at the expense of the city, a new Bond or Bonds of the same maturity and of authorized denominations, equal in aggregate principal amount to the unredeemed portion of the Bond surrendered. The actual receipt by the Owner of any Bond 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 L97324[sbb1] 9 . . for redemption. The City shall notify the Fiscal Agent in writing of its intention to call and redeem Bonds at least 60 days prior to the redemption date. A certificate by the Fiscal Agent that notice of call and redemption has been given to Owners of Bonds as herein provided shall be conclusive as against all parties, and no bondholder whose Bond is called for redemption may object thereto or object to the cessation of interest on the redemption date fixed by any claim or showing that he failed to receive actual notice of call and redemption. Prior to the redemption date, the city shall transfer to the Fiscal Agent for deposit in a special trust fund which is hereby established and designated the "City of Santa Monica General obligation Bonds, Series 1990, (Main Library Improvement Project) Optional Redemption Fund" (hereinafter, the "Optional Redemption Fund") moneys available for the purpose and sufficient to redeem, at the premiums payable as in this resolution provided, the Bonds designated for redemption. Moneys set aside and placed in the Optional Redemption Fund shall remain therein until expended for such redemption and shall not be used for any other purpose whatsoever, except that any such moneys may upon the written direction or telephonic direction, confirmed in writing, of the Director of Finance be invested in Permitted Investments (as defined in Section 19) specified in clause (i) of the definition thereof, which mature on or prior to the redemption date. Interest earnings from any such investment shall be deposited in the Optional Redemption Fund. Any money remaining in the optional Redemption Fund in excess of the amount required for such redemption shall be deposited in the Bond Fund established pursuant to Section 15 below, to the extent that such moneys wer~ derived from the Bond Fund, and otherwise for deposit in the general fund of the city or such other fund as the Director of Finance shall designate. When notice of redemption has been given, sUbstantially as provided herein, and when the amount necessary for the redemption of the Bonds called for redemption is set aside for that purpose with the Fiscal Agent, as provided herein, the Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and, upon presentation and surrender of said Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of such moneys held by the Fiscal Agent, and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice, and the holders of said Bonds so called for L97324[sbbl] 10 . . redemption after such redemption date shall look for the payment of such Bonds and the premium thereon only to such moneys so held by the Fiscal Agent. All Bonds redeemed shall forthwith be cancelled by the Fiscal Agent and shall not be reissued. All unpaid interest payable at or prior to the date fixed for redemption shall continue to be payable to the respective registered owners of such Bonds, or their order, but without interest thereon. section 15. Disposition of Bond Proceeds; Bond Fund and Proiect Fund. There are hereby created two special trust funds, to be designated the "city of Santa Monica General Obligation Bonds, Series 1990 (Main Library Improvements Project), Bond Fund" (hereinafter, the "Bond Fund") and the "city of Santa Monica General Obligation Bonds, Series 1990 (Main Library Improvements Project), Project Fund" (hereinafter, the "Project Fund"), respectively. Such funds shall be held and maintained by the Fiscal Agent. The proceeds of the Bonds shall be received by the Fiscal Agent and deposited as follows: (a) In the Bond Fund, a sum equal to the accrued interest and premium, if any, received upon the sale of the Bonds. (b) In the Project Fund, the remainder of the proceeds. section 16. Proiect Fund. Except as provided in this section, the moneys set aside and placed in the Project Fund shall remain therein until expended from time to time solely for the purposes and objects specified in Proposition JJ set forth in section 4 of this Resolution, including paying any portion of the costs of acquisition and improvement of land for parking and/or additional improvements for the Santa Monica Library Main Branch, and other costs related thereto, which other costs may include, but are not limited to, (i) the repayment of any advances made by the City therefor, including without limitation, advances necessary for acquisition and/or improvement of such land and (ii) the necessary expenses in connection with the issuance and sale of the Bonds. Amounts in the Project Fund shall be disbursed by the Fiscal Agent upon receipt of a certificate requesting disbursement executed by the Director of Finance or his L97324{sbbl] 11 . . designee, which certificate shall: (i) set forth the amounts to be disbursed for payment or reimbursement of previous payments of such costs and the person or persons to whom said amounts are to be disbursed: (ii) state that said amounts are required to be disbursed pursuant to a contract entered into therefor by the City and were necessarily and reasonably incurred for the acquisition or improvement of land and other costs related thereto as described in this section, and that said amounts are not being paid in advance of the time, if any, fixed for payment: and (iii) state that no amount set forth in the certificate was included in any certificate requesting disbursement previously filed with the Fiscal Agent pursuant to this Section. Copies of invoices or other supporting documentation shall be attached to each certificate requesting disbursements. Moneys in the Project Fund shall be invested and deposited in accordance with Section 19. Interest earnings and profits resulting from such investment and deposit shall be retained in the Project Fund. Section 17. Bond Fund. From and after the date of delivery of the Bonds, so long as any Bonds shall be outstanding hereunder, the city council shall, at the time of fixing the general tax levy and in the same manner as provided for such tax levy, levy and collect annually, until the Bonds are paid or until there shall be a sum in the treasury of the City set apart for that purpose sufficient to meet all sums coming due for principal of and interest on the Bonds, a tax sufficient to pay the annual interest on the Bonds and such part of principal as shall become due before the time when money will become available from the next general tax levy, or such portion thereof as shall not be met from previous levies or other revenues of the city. The taxes requi~ed by this resolution to be levied and collected shall be in addition to all other taxes levied for city purposes and shall be collected at the time and in the manner as other city ad valorem taxes are collected and shall be paid to the Fiscal Agent when and as received by the City for deposit in the Bond Fund and shall be used for no purpose other than the payment of the Bonds and accrued interest thereon. Moneys in the Bond Fund shall be invested and deposited in accordance with section 19. Interest earnings and profits resulting from such investment and deposit shall, unless otherwise provided in the Rebate Certificate to be executed by the City, as provided in Section 18, be retained in the Bond Fund. L97324[sbbl] 12 . - section 18. Tax Covenant. The City hereby covenants that the City will not make or instruct the Fiscal Agent to make any use of the proceeds of the Bonds or any other funds of the city which would cause the Bonds to be "arbitrage bonds", the interest on which will be subject to federal income taxation by reason of Section 148 of the Internal Revenue Code of 1986, as amended (herein called the "Code"), "private activity bonds", the interest on which will be subject to inclusion in gross income for purposes of federal income taxation by reason of Section 141(a) of the Code, or obligations the interest on which will be subject to inclusion in gross income for purposes of federal income taxation because they are "federally guaranteed" as provided in Section l49(b) of the Code; and to that end the City, with respect to the proceeds of the Bonds, will comply with all requirements of such sections of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent that such requirements are, at the time, applicable and in effect, and will comply with the provisions of the Rebate certificate to be executed by the city, dated the date of issuance of the Bonds, as originally executed and as it may be amended from time to time. section 19. Funds and Accounts; Deposit and Investment of Moneys in Funds. Any fund or account required by this Resolution to be established and maintained by the Fiscal Agent may be established and maintained in the accounting records of the Fiscal Agent either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with sound accounting prac~ices and with due regard for the protection of the security of the Bonds and the rights of every holder thereof. Subject in all respects to the provisions of section 18, moneys in the Bond Fund or the Project Fund and held by the Fiscal Agent shall be invested by the Fiscal Agent in any of the following investments (each, a "Permitted Investment"), as directed by the Director of Finance in writing or by telephone and confirmed in writing: (i) any of the following obligations issued or guaranteed by the United States of America: (a) direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the United states Department of Treasury) and Obligations the payment of principal of and interest on L97324[sbb1] 13 . . which are directly or indirectly guaranteed by the united states of America, including, without limitation, such of the foregoing which are commonly referred to as "stripped" obligations and coupons; or (b) mortgage-backed bonds or pass-through obligations issued and the principal and interest of which is guaranteed as to the full and timely payment by the Federal National Mortgage Association, the Government National Mortgage Association or the Federal Home Loan Mortgage Corporation; (ii) any of the following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Bank for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development; (iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or state of California chartered banks or savings and loan associations (including the Fiscal Agent) provided that (a) in the case of a savings and loan association, such demand or time deposits at all times shall be fully insured by the Federal Deposit-Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two ratings categories by a Rating Agency (defined below), and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance corporation, or the unsecured long term obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a Rating Agency; (iv) bankers acceptances endorsed and guaranteed by any commercial bank, provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a Rating Agency or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a Rating Agency and (b) the most recent L97324[sbb1] 14 . e reported combined capital, surplus and undivided profits of such bank shall be not less than $100 million; (v) obligations the interest on which is excluded from gross income for purposes of federal income taxation under section 103 of the Code and which are rated in one of the top two rating categories by a Rating Agency; (vi) money market funds which invest solely in obligations described in the preceding clause (v) of this definition, or money market funds which are rated in the highest rating category by both Rating Agencies; or (vii) commercial paper of "prime" quality of the highest ranking or of the highest letter and numerical rating as provided for by a Rating Agency, of issuing corporations that are organized and operating within the united states and having total assets in excess of five hundred million dollars ($500,000,000) and having an "AN' or higher rating for the issuer's debentures, other than commercial paper, as provided for by a Rating Agency, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation. For purposes of the above definition, "Rating Agency" means Moody's Investors Service or Standard and Poor's Corporation or any successor to either of such entities. Obligations purchased as an investment of moneys in any fund or account shall be deemed to be part of such fund or account, subject, however, to the requirements of this Resolution for transfer of interest earnings and profits resulting from investment of amounts in funds and accounts. The Fiscal Agent may act as principal or agent in the acquisition or disposition of any investment. The Fiscal Agent shall not incur any liability for losses arising from any investments made pursuant to this Section. For purposes of determining the amount on deposit in any fund or account held hereunder, all Permitted Investments or investments credited to such fund or account shall be valued at the lower of (i) the cost thereof (excluding accrued interest and brokerage commissions, if any) and (ii) fair market value. The Fiscal Agent shall sell at the highest price reasonably obtainable, or present for redemption, any investment security whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such investment security is credited. L97324[sbb1] 15 . - Section 20. Execution of Documents by Bondowners. Any request, declaration or other instrument which this resolution may require or permit to be executed by Bondowners may be in one or more instruments of similar tenor, and shall be executed by Bondowners in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Bondowner or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgements of deeds to be recorded in the state or territory in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Any request, declaration or other instrument or writing of any Bondowner shall bind all future owners of the Bond owned by such Bondowner with respect to which the declaration or other instrument or writing relates in respect of anything done or suffered to be done by the City or the Fiscal Agent in good faith and in accordance therewith. Section 21. General obliqations. The Bonds are general obligations of the City, and the full faith and credit of the City are pledged to the payment of the principal thereof and the interest thereon. section 22. Fiscal Aqent. The City hereby appoints Banker~ Trust Company of california, National Association, as Fiscal Agent to act as the agent and depositary of the City for the purpose of receiving from the City moneys as provided in this resolution, to hold, allocate, use and apply such moneys as provided in this resolution, and to perform such other duties and powers of the Fiscal Agent as are prescribed in this resolution. The City at any time upon not less than thirty days' notice may remove the Fiscal Agent initially appointed or any successor thereto and in such case the City shall forthwith appoint a successor thereto, but any successor shall be a bank or trust company doing business and having an office in the City of Los Angeles or San Francisco, having a combined capital and surplus of at least $50,000,000. The Fiscal Agent herein appointed or any substituted Fiscal Agent may at any time resign as such in L97324{sbbl] 16 . . writing filed with the City not less than thirty days prior to the effective date of such resignation, in which event the City shall forthwith appoint a substitute Fiscal Agent and the resignation shall become effective upon such appointment. In the event that the Fiscal Agent or any successor becomes incapable of acting as such the City shall forthwith appoint a substitute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged or with which it may be consolidated shall become the Fiscal Agent without action of the city. A Fiscal Agent may become the owner of any of the Bonds authorized by this resolution with the same rights it would have had if it were not the Fiscal Agent. The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of funds to be deposited with it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. The recitals of fact and all promises, covenants and agreements herein and in the Bonds contained shall be taken as statements, promises, covenants and agreements of the City, and the Fiscal Agent assumes no responsibility for the correctness of the same, and makes no representations as to the validity or sufficiency of this resolution or of the Bonds, and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. section 23. Cancellation and Destruction of Bonds. All Bonds surrendered to the Fiscal Agent for payment upon maturity or for purchase or redemption shall upon payment therefor be destroyed and a certificate of the destruction thereof transmitted to the Treasurer. section 24. Amendments without Consent of Bondholders. The City may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part hereof), (a) to cure any ambiguity or formal defect or omission in this resolution or in any supplemental resolution, or L97324[sbb1] 17 . e (b) to grant to or confer upon the Fiscal Agent for the benefit of the bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the bondholders or the Fiscal Agent, or (c) any other respect, not adverse to the Bonds. to amend or supplement this resolution in provided such amendment or supplement is interests of the registered owners of the section 25. Amendments with Consent of Bondholders. This resolution, and the rights and obligations of the City and of the holders of the Bonds may be modified or amended at any time by supplemental resolution adopted by the City with the consent of bondholders holding at least 51% in aggregate principal amount of the outstanding Bonds, exclusive of Bonds, if any, owned by the City, and obtained as hereinafter set forth; provided, however, that no such modification or amendment shall, without the express consent of the holder of the Bond affected, reduce the principal amount of any Bond, reduce the interest rate payable thereon, advance the earliest redemption date, reduce the premium payable upon redemption 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 such modification or amendment reduce the percentage of consent required for amendment or modification. Any act done pursuant to a modification or amendment so consented to shall be binding upon the holders of all of the Bonds, and shall not be deemed an infringement of any of the p+ovisions 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 such consent relating to such specified matters has been given, no bondholder shall have any right or interest to object to such action or in any manner to question the propriety thereof or to enjoin or restrain the City or any officer thereof from taking any action pursuant thereto. section 26. Defeasance. The Bonds shall no longer be deemed to be outstanding and unpaid if the City shall have made adequate provision for the payment, in accordance with the Bonds and this resolution, of the principal, interest and premiums, if any, to become due thereon at maturity or upon call and redemption prior to maturity. Such provision shall be deemed to be adequate if (a) the city shall have irrevocably set aside, in a special trust L97324[sbbl] 18 . . fund or account, moneys which when added to the interest earned or to be earned from the investment or deposit thereof shall be sufficient to make said payments as they become due and (b) the City shall have furnished to the Fiscal Agent a certificate of an independent certified public accountant acceptable to the Fiscal Agency verifying the sufficiency of such deposit or such investments to provide for such payment of the Bonds. Moneys so set aside may be invested in any direct obligations of, or obligations guaranteed by, the United States of America, of any agency thereof, in which the City may lawfully invest its money and, to the extent not so invested, may be placed with banks as inactive deposits in the manner provided by law. Section 27. Severability. If any covenant, agreement or provision, or any portion thereof, contained in this resolution, or the application thereof to any person or circumstances, 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 Bonds issued pursuant hereto shall remain valid and the bondholders shall retain all valid rights and benefits accorded to them under this resolution and the Constitution and laws of the state of California. If the provisions relating to the appointment and duties of a Fiscal Agent are held to be unconstitutional, invalid or unenforceable, said duties shall be performed by the Treasurer. section 28. Repeal of Inconsistent Resolutions. Any resolution of the council, and any part of such resolution, inconsistent with this Resolution, is hereby repealed to the-extent of such inconsistency. Section 29. Certificates and Related Documents. The Mayor, City Clerk, City Manager, Director of Finance and other officers of the City are hereby authorized and directed to execute such agreements, documents and certificates as may be required or appropriate in order to consummate the issuance and sale of the Bonds and any of the transactions contemplated by this Resolution. L97324[sbbl] 19 e e Section 30. Effective Date. The City Clerk shall certify to the adoption of this Resolutionf and thenceforth and thereafter the same shall be in full force and effect. APPROVED AS TO FORM: ~~~ ROBERT M. MYERS City Attorney Adopted and approved this ____ day of 1990. Mayor L97324[sbbl] 20 . . Adopted and approved this 13th day of February, 1990. D..... '2~ May I hereby certify that the foregoing Resolution No. 7976(CCS) was duly adopted by the city council of the City of Santa Monica at a meeting thereof held on February 13, 1990 by the fOllowing Council vote: Ayes: Councilmembers: Abdo, Finkel, Genser, Jennings, Katz, Mayor Zane Noes: Councilmembers: None Abstain: Councilmembers: None Absent: Councilmembers: Reed ATTEST: ",,- - - ~ "'--1is:.r.9j!ty Cre-rx ~ -"- - '- '- ~- . . EXHIBIT A [FORM OF FACE OF BONDS] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF LOS ANGELES CITY OF SANTA MONICA GENERAL OBLIGATION BOND, SERIES 1990 (MAIN LIBRARY IMPROVEMENTS PROJECT) No..... . $ Interest Rate Maturity Date Date of Bond March 1/ 1990 CUSIP Registered Owner: Principal Amount: The city of Santa Monica (hereinafter sometimes called the "City"), a charter city and municipal corporation, duly organized and existing under the laws of the State of California, for value received, hereby promises to pay (but solely from the funds hereinafter mentioned) to the registered owner identified above, or registered assigns, on the maturity date specified above (subject to right of prior redemption as hereinafter stated), upon presentation and surrender of this bond, the principal amount specified above, with interest thereon (payable solely from said funds) from the interest payment date next preceding the date of authentication of this bond (unless this bond is authenticated during the period from the sixteenth day of the month prior to an interest payment date through and including such interest payment date, in which L97324 A-I . . event it shall bear interest from such interest payment date, or unless this bond is authenticated prior to December 16, 1990, in which event it shall bear interest from February 1, 1990) at the rate per annum specified above, interest payable semiannually on January 1 and July 1 each and every year until this bond is paid: provided, however, that if at the maturity date of this bond or, if the same is duly called for redemption, then at the date fixed for redemption, funds are available for payment or redemption thereof, as provided in the resolution hereinafter mentioned, this bond shall then cease to bear interest. The principal of and interest on this bond and any premium upon the redemption prior to maturity of all or any part hereof are payable in lawful money of the United states of America, and (except for interest which is payable by check or draft mailed to the registered owner hereof at his address shown as of the fifteenth day of the month prior to the applicable interest payment date on the bond register kept by the Fiscal Agent hereinafter named) are payable at the principal corporate trust office of Bankers Trust Company of California, National Association, Fiscal Agent for the City, in San Francisco, California. THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE. It is hereby recited, certified and declared 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 statutes of the State of California. This bond shall not be entitled to any benefits under the resolution or become valid or obligatory for any purpose until the certificate of authentication hereon endorsed shall have been signed by the Fiscal Agent. IN WITNESS WHEREOF, the City of Santa Monica has caused this bond to be signed on its behalf by its Mayor by his facsimile signature and by its Treasurer by his facsimile signature and countersigned by its City Clerk by L97324 A-2 . . her facsimile signature and the seal of said city to be impressed, imprinted or reproduced hereon, and this bond to be dated March 1, 1990. Mayor of City of Santa Monica Treasurer of the City of Santa Monica (SEAL) City Clerk of the City of Santa Monica [FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION] This is one of the Bonds described in the within- mentioned resolution. BANKERS TRUST COMPANY OF CALIFORNIA, NATIONAL ASSOCIATION, as Fiscal Agent By Authorized officer L97324 A-3 . . [FORM OF BACK OF BOND] This bond is one of a duly authorized series of bonds of the City designated "General Obligation Bonds, Series 1990 (Main Library Improvements Project)", (hereinafter called the "Bonds") limited in aggregate principal amount to $4,500,000, all of like tenor (except for bond numbers and maturity dates and differences, if any, in date of authentication, denomination and interest rate) and all of which have been issued pursuant to and in full conformity with the constitution and laws of the state of California and particularly Article I of Chapter 4 of Division 4 of Title 4 of the Government Code of the state of California for the purpose of financing acquisition and improvement of land for parking and/or additional improvements in connection with the Santa Monica Public Library Main Branch, and are authorized by and issued pursuant to Resolution No. 7976 , adopted by the City on February~, 1990 (hereinafter called the "resolution"), and all of the bonds authorized under the resolution are equally secured in accordance with the terms of the resolution, reference to which is hereby made for a specific description of the security therein provided for said bonds, for the nature, extent and manner of enforcement of such security, for the covenants and agreements made for the benefit of the bondholders, and for a statement of the rights of the bondholders, and by the acceptance of this bond the holder hereof assents to all of the terms, conditions and provisions of said resolution. In the manner provided in the resolution, said resolution and the rights and obligations of the City and of the holders of the bonds, may (with certain exceptions as stated in said resolution) be modified or amended with the consent of the holders of 51% in aggregate principal amount of outstanding bonds, exclusive of bonds owned by the City. The principal of this bond, the interest hereon, and any premium payable upon redemption of all or any part hereof are general obligations of the city of Santa Monica, as more particularly set forth in the resolution. If this Bond matures on or after July 1, 2001, it is redeemable, in the manner and subject to the terms and provisions, and with the effect, set forth in the resolution of the City of Santa Monica referred to above, at the option of said City, in whole on any date or in part, in inverse order of maturity and by lot within a maturity, on any interest payment date, on or after July 1, 2000, at a redemption price equal to the principal amount thereof plus the following premiums (percentage of par value) if redeemed at the following times: L97324 A-4 . . Redemption Dates Premiums July I, 2000 through June 30, 2001 2% July 1, 2001 through June 30, 2002 1-1/2% July 1, 2002 through June 30, 2003 1% July I, 2003 through June 30, 2004 1/2% July 1, 2004 and thereafter 0 Notice of the call for any redemption, identifying the bonds or a portion thereof to be redeemed, shall be given by the Fiscal Agent by mailing, postage prepaid, a copy of the redemption notice not more than 60 days and not less than 30 days prior to the date fixed for redemption to the registered owner of each bond to be redeemed in whole or in part at the address shown on the registration books maintained by the Fiscal Agent. If this bond is called for redemption and payment is duly provided therefor as specified in the resolution, interest shall cease to accrue hereon from and after the date fixed for redemption. This Bond is issuable only in fully registered form in denominations of $5,000 or any integral multiple thereof. Subject to the limitations and upon payment of the charges, if any, provided in the resolution, this bond may be exchanged, at the principal corporate trust office of the Fiscal Agent, for registered bonds of the same maturity of other authorized denominations. L97324 A-5 . . [FORM OF ASSIGNMENT TO APPEAR ON BONDS] For value received the undersigned do(es) hereby sell, assign and transfer unto the within-mentioned bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the bond register of the Fiscal Agent, with full power of substitution in the premises. Date: Note: The signature(s) to 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. L97324 A-6