R-7976
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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.
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"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?"
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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,
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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.
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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
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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
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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
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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
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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
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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
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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
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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.
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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
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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
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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.
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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
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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
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(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
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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.
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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
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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:
",,-
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~
"'--1is:.r.9j!ty Cre-rx ~
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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
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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
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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
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[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:
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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.
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[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.
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