HomeMy WebLinkAboutCC RESO 2003 - 43RESOLUTION NO. 2003 — 43
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF NATIONAL CITY
AUTHORIZING THE ISSUANCE AND SALE
OF ITS GENERAL OBLIGATION BONDS,
ELECTION OF 2002, SERIES A, AND
AUTHORIZING ACTIONS RELATED THERETO
WHEREAS, pursuant to Chapter 4 (commencing with Section 43600)
of Division 4 of Title 4 of the California Government Code (the "Act"), the City of
National City (the "City") is empowered to issue general obligation bonds which are
authorized by two-thirds of the electors voting on the proposition; and
WHEREAS, more than two-thirds of the electors voting at a special
municipal election held on March 5, 2002, voted for a proposition authorizing the
issuance by the City of general obligation bonds in the aggregate principal amount
of $6,000,0000; and
WHEREAS, the City now intends to issue general obligation bonds
pursuant to such authority in an aggregate principal amount of $6,000,000 (the
"Bonds") pursuant to this Resolution and in conformity with the Act; and
WHEREAS, the City Council wishes at this time to take action
authorizing the issuance, sale and delivery of the Bonds;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City
of National City that the City Council does hereby FIND, DETERMINE and ORDER as
follows:
TABLE OF CONTENTS
ARTICLE I
Definitions; Authority
Section 1 .01 Definitions . 1
Section 1 .02 Interpretation . 4
Section 1 .03 Authority for this Resolution; Findings.. 4
ARTICLE II
The Bonds
Section 2.01 Authorization . 5
Section 2.02 Terms of Bonds.. 5
Section 2.03 Redemption.. 6
Section 2.04 Form of Bonds.. 7
Section 2.05 Execution of Bonds.. 7
Section 2.06 Transfer of Bonds.. 7
Section 2.07 Exchange of Bonds.. 8
Section 2.08 Registration Books.. 8
Section 2.09 Temporary Bonds.. 8
Section 2.10 Bonds Mutilated, Lost, Destroyed or Stolen.. 8
Section 2.11 Book Entry System.. 9
ARTICLE III
Sale and Issue of Bonds; Security for the Bonds
Section 3.01 Issuance and Delivery of Bonds. 11
Section 3.02 Authorization to Sell Bonds. 11
Section 3.03 Publication of Notice of Intention to Sell Bonds 12
Section 3.04 Application of Proceeds of Sale of Bonds. 12
ARTICLE IV
Funds and Accounts
Section 4.01 Proceeds Account. 13
Section 4.02 Administration and Disbursements From Proceeds Account. 13
Section 4.03 Debt Service Account. 13
Section 4.04 Administration and Disbursements From Debt Service Account. 13
Section 4.05 Redemption Account. 14
Section 4.06 Administration and Disbursements From Redemption Account. 14
Section 4.07 Investment of Moneys. 14
ARTICLE V
Other Covenants of the City
Section 5.01 Punctual Payment. 15
Section 5.02 . Extension of Time for Payment. 15
Section 5.03 Security for the Bonds. 15
Section 5.04 Books and Accounts; Financial Statement 15
Section 5.05 Protection of Security and Rights of Owners. 15
Section 5.06 Tax Covenants. 16
Section 5.07 Continuing Disclosure. 16
Section 5.08 Further Assurances. 16
ARTICLE VI
The Paying Agent
Section 6.01 Appointment of Paying Agent. 17
Section 6.02 Paying Agent May Hold Bonds. 17
Section 6.03 Liability of Agents. 17
Section 6.04 Notice to Agents. 18
Section 6.05 Compensation; Indemnification. 18
ARTICLE VII
Remedies of OWNERS
Section 7.01 Remedies of Owners. 19
Section 7.02 Remedies Not Exclusive. 19
ARTICLE VIII
Amendment of this Resolution
Section 8.01 Amendments Effective Without Consent of the Owners. 20
Section 8.02 Amendments Effective With Consent to the Owners. 20
ARTICLE IX
Miscellaneous
Section 9.01 Benefits of Resolution Limited to Parties. 21
Section 9.02 Defeasance. 21
Section 9.03 Execution of Documents and Proof of Ownership by Owners. 23
Section 9.04 Waiver of Personal Liability. 23
Section 9.05 Destruction of Canceled Bonds. 23
Section 9.06 Partial Invalidity. 23
Section 9.07 Execution of Documents. 23
Section 9.08 Effective Date of Resolution. 24
EXHIBIT A OFFICIAL NOTICE OF SALE
EXHIBIT B FORM OF BOND
EXHIBIT C NOTICE OF INTENTION TO SELL BONDS
ARTICLE I
DEFINITIONS; AUTHORITY
Section 1 .01 . Definitions. The terms defined in this Section 1 .01, as used
and capitalized herein, shall, for all purposes of this Resolution, have the meanings
ascribed to them below, unless the context clearly requires some other meaning.
"Act" means Chapter 4 of Division 4 of Title 4 of the Government Code of
the State of California, as is in effect on the date of adoption hereof and as
amended hereafter.
"Authorized Investments" means any investments permitted by law to be
made with moneys belonging to, or in the custody of, the City.
"Bond Counsel" means (a) the firm of Jones Hall, A Professional Law
Corporation, or (b) any other attorney or firm of attorneys nationally recognized for
expertise in rendering opinions as to the legality and tax exempt status of securities
issued by public entities.
"Bonds" means the City of National City General Obligation Bonds, Election
of 2002, Series A, at any time Outstanding pursuant to this Resolution.
"City" means the City of National City, a general law city and municipal
corporation organized under the Constitution and laws of the State of California,
and any successor thereto.
"City Representative" means the City Manager or Finance Director of the
City, or any other person authorized by resolution of the City Council of the City to
act on behalf of the City with respect to this Resolution and the Bonds.
"City Treasurer" means the treasurer of the City or other duly appointed
officer of the City authorized by resolution of the City Council to perform the
functions of the treasurer.
"Closing Date" means the date upon which there is a physical delivery of the
Bonds in exchange for the amount representing the purchase price of the bonds by
the Original Purchaser.
"Costs of Issuance" means all items of expense directly or indirectly payable
by or reimbursable to the City and related to the authorization, issuance, sale and
delivery of the Bonds, including but not limited to the costs of preparation and
reproduction of documents, printing expenses, publication fees, filing fees, initial
fees and charges of the Paying Agent and their respective counsel, legal fees and
charges, fees and expenses of the City's financial advisor, fees and disbursements
of consultants and professionals, rating agency fees, municipal bond insurance
premium, fees and charges for preparation, execution and safekeeping of the Bonds
and any other cost, charge or fee in connection with the original issuance of the
Bonds.
"Debt Service Account" means the account by that name established
pursuant to Section 4.03.
1
"Depository" means (a) initially, DTC, and (b) any other Securities Depository
acting as Depository pursuant to Section 2.11.
"Depository System Participant" means any participant in the Depository's
book -entry system.
"DTC" means The Depository Trust Company, New York, New York, and its
successors and assigns.
"Federal Securities" means United States Treasury notes, bonds, bills or
certificates of indebtedness, or any other obligations the timely payment of which
is directly or indirectly guaranteed by the faith and credit of the United States of
America.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond
Service", 30 Montgomery Street, 10th Floor, Jersey City, NJ 07302, Attention:
Editor; Kenny Information Services' "Called Bond Service", 65 Broad Street, 16th
Floor, New York, NY 10006; Moody's Investors Service "Municipal and
Government", 99 Church Street, 8th Floor, New York, NY 10007, Attention:
Municipal News Reports; Standard & Poor's "Called Bond Record", 25 Broadway,
3rd Floor, New York, NY 10004; and, in accordance with then current guidelines of
the Securities and Exchange Commission, such other addresses and/or such other
services providing information with respect to called bonds as the City may
designate in a Written Request of the City delivered to the Paying Agent.
"Interest Payment Date" means the first day of February and August in each
year, commencing February 1, 2004.
"Original Purchaser" means the financial institution submitting the best bid
for the purchase of the Bonds.
"Outstanding", when used as of any particular time with reference to Bonds,
means all Bonds except: (a) Bonds theretofore canceled by the Paying Agent or
surrendered to the Paying Agent for cancellation; (b) Bonds paid or deemed to have
been paid within the meaning of Section 9.02; and (c) Bonds in lieu of or in
substitution for which other Bonds shall have been authorized, executed, issued
and delivered by the City pursuant to this Resolution.
"Owner", whenever used herein with respect to a Bond, means the person in
whose name the ownership of such Bond is registered on the Registration Books.
"Paying Agent" means the Paying Agent appointed by the City and acting as
paying agent, registrar and authenticating agent for the Bonds, its successors and
assigns, and any other corporation or association which may at any time be
substituted in its place, as provided in Section 6.01.
"Principal Amount" means $6,000,000.
"Principal Office" means the office or offices of the Paying Agent for the
payment of the Bonds and the administration of its duties hereunder, as such office
or offices shall be identified in a written notice filed with the City by the Paying
Agent.
2
"Proceeds Account" means the account by that name established pursuant
to Section 4.01.
"Project" means the City's new library project approved by the voters on
March 5, 2002.
"Project Costs" means (i) all costs of payment of, or reimbursement for,
acquisition, construction, installation and equipment of the Project including, but
not limited to, architect and engineering fees, contractor payments, costs of
feasibility and other reports, inspection costs, performance bond premiums and
permit fees, provided that any such costs are directly related to the acquisition or
improvement of real property; (ii) Costs of Issuance; and (iii) costs directly related
to the administration of the funds and accounts created under this Resolution.
"Record Date" means the fifteenth (15th) day of the month preceding an
Interest Payment Date, whether or not such day is a business day.
"Redemption Account" means the account by that name established by
Section 4.05.
"Registration Books" means the records maintained by the Paying Agent for
the registration of ownership and registration of transfer of the Bonds pursuant to
Section 2.08.
"Resolution" means this Resolution, as originally adopted by the City Council
and including all amendments hereto and supplements hereof which are duly
adopted by the City Council from time to time in accordance herewith.
"Securities Depositories" means The Depository Trust Company, 711
Stewart Avenue, Garden City, NY 11530, Fax (516) 227-4039 or 4190; Midwest
Securities Trust Company, Capital Structures -Call Notification, 440 South LaSalle
Street, Chicago, IL 60605, Fax (312) 663-2343; Philadelphia Depository Trust
Company, Reorganization Division, 1900 Market Street, Philadelphia, PA 19103,
Attention: Bond Department, Fax (215) 496-5058; and, in accordance with then
current guidelines of the Securities and Exchange Commission, such other
addresses and/or such other securities depositories as the City may designate in a
Written Request of the City delivered to the Paying Agent.
"State" means the State of California.
"Supplemental Resolution" means any resolution supplemental to or
amendatory of this Resolution, adopted by the City in accordance with Article VIII.
"Tax Code" means the Internal Revenue Tax Code of 1986. Any reference to
a provision of the Tax Code shall include the applicable temporary and permanent
regulations promulgated with respect to such provision.
"Term Bonds" means those Bonds for which mandatory redemption dates
have been established in accordance with the Notice of Sale.
"Written Request of the City" means an instrument in writing signed by the
City Representative or by any other officer of the City duly authorized to act on
behalf of the City pursuant to a written certificate of the City Representative.
3
Section 1 .02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular
shall include the plural and vice versa and the use of the neuter, masculine, or
feminine gender is for convenience only and shall be deemed to include the neuter,
masculine or feminine gender, as appropriate.
(b) Headings of articles and sections herein and the table of contents hereof
are solely for convenience of reference, do not constitute a part hereof and shall
not affect the meaning, construction or effect hereof.
(c) All references herein to "Articles," "Sections" and other subdivisions are
to the corresponding Articles, Sections or subdivisions of this Indenture; the words
"herein," "hereof," "hereby," "hereunder" and other words of similar import refer to
this Indenture as a whole and riot to any particular Article, Section or subdivision
hereof.
Section 1.03. Authority for this Resolution; Findings. This Resolution is
entered into pursuant to the provisions of the Act. The City Council hereby
determines that prudent management of the fiscal affairs of the City requires the
issuance of the Bonds under the Act for the purpose of funding Project Costs.
It is hereby certified that all of the things, conditions and acts required to
exist, to have happened or to have been performed precedent to and in the
issuance of the Bonds do exist, have happened or have been performed in due and
regular time and manner as required by the laws of the State including the Act, and
that the amount of the Bonds, together with all other indebtedness of the City,
does not exceed any limit prescribed by any laws of the State.
4
ARTICLE II
THE BONDS
Section 2.01. Authorization. Bonds in the aggregate principal amount of not
to exceed the Principal Amount are hereby authorized to be issued by the City
under and subject to the terms of the Act and this Resolution, for the purpose of
funding Project Costs. This Resolution constitutes a continuing agreement with the
Owners of all of the Bonds issued or to be issued hereunder and then Outstanding
to secure the full and final payment of principal of and premium, if any, and the
interest on all Bonds which may from time to time be issued and delivered
hereunder, subject to the covenants, agreements, provisions and conditions herein
contained. The Bonds shall be designated the "City of National City General
Obligation Bonds, Election of 2002, Series A".
Section 2.02. Terms of Bonds.
(a) Form; Numbering. The Bonds shall be issued as fully registered Bonds,
without coupons, in the denomination of $5,000 each or any integral multiple
thereof, but in an amount not to exceed the aggregate principal amount of Bonds
maturing in the year of maturity of the Bond for which the denomination is
specified. Bonds shall be lettered and numbered as the Paying Agent shall
prescribe.
(b) Date of Bonds. The Bonds shall be dated the Closing Date.
(c) CUSIP Identification Numbers. "CUSIP" identification numbers shall be
imprinted on the Bonds, but such numbers shall not constitute a part of the
contract evidenced by the Bonds and any error or omission with respect thereto
shall not constitute cause for refusal of any purchaser to accept delivery of and pay
for the Bonds. In addition, failure on the part of the City to use such CUSIP
numbers in any notice to Owners of the Bonds shall not constitute an event of
default or any violation of the City's contract with such Owners and shall not
impair the effectiveness of any such notice.
(d) Maturities; Interest. The Bonds shall mature on August 1 in each of the
years, in the amounts, and shall bear interest (calculated on the basis of a 360-day
year comprised of twelve 30-day months) at the rates, all as shall be determined
upon the sale of the Bonds, as set forth in Section 3.02 hereof and shall be as
described in the Official Statement for the Bonds.
Each Bond shall bear interest from the Interest Payment Date next preceding
the date of registration and authentication thereof unless (i) it is authenticated as of
an Interest Payment Date, in which event it shall bear interest from such date, or
(ii) it is authenticated prior to an Interest Payment Date and after the close of
business on the preceding Record Date, in which event it shall bear interest from
such Interest Payment Date, or (iii) it is authenticated on or before the first Record
Date, in which event it shall bear interest from the Closing Date; provided,
however, that if at the time of authentication of a Bond, interest is in default
thereon, such Bond shall bear interest from the Interest Payment Date to which
interest has previously been paid or made available for payment thereon.
5
(e) Payment. Interest on the Bonds (including the final interest payment
upon maturity or redemption) is payable by check or draft of the Paying Agent
mailed to the Owner thereof at such Owner's address as it appears on the
Registration Books at the close of business on the preceding Record Date; provided
that at the written request of the Owner of at least $1,000,000 aggregate principal
amount of the Bonds, which written request is on file with the Paying Agent as of
any Record Date, interest on such Bonds shall be paid on the succeeding Interest
Payment Date by wire transfer of the Paying Agent to such account as shall be
specified in such written request. Principal of and premium (if any) on the Bonds is
payable in lawful money of the United States of America upon presentation and
surrender at the Principal Office of the Paying Agent.
Section 2.03. Redemption.
(a) Redemption Dates and Prices. Unless otherwise specified in the Notice
of Sale or the Official Statement, the Bonds maturing on or before August 1, 2012,
are non -callable. The Bonds maturing on or after August 1, 2013, are subject, at
the option of the City, to call for redemption prior to their stated maturities in
whole, or in part, at the election of the City, either in inverse order of maturity or
on a pro rata basis among maturities, and in all cases by lot within any one
maturity, on or after August 1, 2012, upon payment of a redemption price equal to
the principal amount to be redeemed and accrued interest to the date fixed for
redemption, without premium.
(b) Mandatory Sinking Fund Redemption Of Term Bonds. The Term Bonds
are subject to mandatory sinking fund redemption prior to their maturity, by lot,
without premium, on each August 1, in the years and in the amounts as specified
in the Official Statement or as otherwise specified in the winning bid for the Bonds.
(c) Redemption Procedure. The Paying Agent shall cause notice of any
redemption to be mailed, first class mail, postage prepaid, at least thirty (30) days
but not more than sixty (60) days prior to the date fixed for redemption, to (i) one
or more of the Information Services, and (ii) to the respective Owners of any Bonds
designated for redemption, at their addresses appearing on the Registration Books;
but such mailing shall not be a condition precedent to such redemption and failure
to mail or to receive any such notice shall not affect the validity of the proceedings
for the redemption of such Bonds. In addition, notice of redemption shall be given
by telecopy or certified, registered or overnight mail to each of the Securities
Depositories.
Such notice shall state the redemption date and the redemption price and, if
less than all of the then Outstanding Bonds are to be called for redemption, shall
designate the serial numbers of the Bonds to be redeemed by giving the individual
number of each Bond or by stating that all Bonds between two stated numbers,
both inclusive, or by stating that all of the Bonds of one or more maturities have
been called for redemption, and shall require that such Bonds be then surrendered
at the Principal Office of the Paying Agent for redemption at the said redemption
price, giving notice also that further interest on such Bonds will not accrue from
and after the redemption date.
Upon surrender of Bonds redeemed in part only, the City shall execute and
the Paying Agent shall authenticate and deliver to the Owner, at the expense of the
City, a new Bond or Bonds, of the same maturity, of authorized denominations in
aggregate principal amount equal to the unredeemed portion of the Bond or Bonds.
6
From and after the date fixed for redemption, if notice of such redemption
shall have been duly given and funds available for the payment of the principal of
and interest (and premium, if any) on the Bonds so called for redemption shall have
been duly provided, such Bonds so called shall cease to be entitled to any benefit
under this Resolution other than the right to receive payment of the redemption
price, and no interest shall accrue thereon on or after the redemption date specified
in such notice. All Bonds redeemed pursuant to this Section 2.03 shall be canceled
by the Paying Agent, and a certificate of cancellation shall be submitted by the
Paying Agent to the City.
Section 2.04. Form of Bonds. The Bonds, the form of the Paying Agent's
certificate of authentication and registration and the form of assignment to appear
thereon shall be substantially in the forms, respectively, with necessary or
appropriate variations, omissions and insertions, as permitted or required by this
Resolution, as are set forth in Exhibit B attached hereto.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf
of the City by the facsimile signatures of its Mayor and City Clerk who are in office
on the date of adoption of this Resolution or at any time thereafter, and the seal of
the City shall be impressed, imprinted or reproduced by facsimile thereon. If any
officer whose signature appears on any Bond ceases to be such officer before
delivery of the Bonds to the purchaser, such signature shall nevertheless be as
effective as if the officer had remained in office until the delivery of the Bonds to
the purchaser. Any Bond may be signed and attested on behalf of the City by such
persons as at the actual date of the execution of such Bond shall be the proper
officers of the City although at the nominal date of such Bond any such person
shall not have been such officer of the City.
Only such Bonds as shall bear thereon a certificate of authentication and
registration in the form set forth in Exhibit A attached hereto, executed and dated
by the Paying Agent, shall be valid or obligatory for any purpose or entitled to the
benefits of this Resolution, and such certificate of the Paying Agent shall be
conclusive evidence that the Bonds so registered have been duly authenticated,
registered and delivered hereunder and are entitled to the benefits of this
Resolution.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its
terms, be transferred, upon the Registration Books, by the person in whose name it
is registered, in person or by his duly authorized attorney, upon surrender of such
Bond for cancellation at the Principal Office of the Paying Agent, accompanied by
delivery of a written instrument of transfer in a form approved by the Paying Agent,
duly executed. The City may charge a reasonable sum for each new Bond issued
upon any transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the City shall
execute and the Paying Agent shall authenticate and deliver a new Bond or Bonds,
for like aggregate principal amount. No transfers of Bonds shall be required to be
made (a) fifteen (15) days prior to the date established by the Paying Agent for
selection of Bonds for redemption or (b) with respect to a Bond which has been
selected for redemption.
7
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal
Office of the Paying Agent for a like aggregate principal amount of Bonds of
authorized denominations and of the same maturity. The City may charge a
reasonable sum for each new Bond issued upon any exchange (except in the case
of any exchange of temporary Bonds for definitive Bonds) and the Paying Agent
shall require the payment by the Owner requesting such exchange of any tax or
other governmental charge required to be paid with respect to such exchange.
No exchanges of Bonds shall be required to be made (a) fifteen (15) days
prior to the date established by the Paying Agent for selection of Bonds for
redemption or (b) with respect to a Bond after such Bond has been selected for
redemption.
Section 2.08. Registration Books. The Paying Agent shall keep or cause to
be kept sufficient books for the registration and transfer of the Bonds, which shall
at all times be open to inspection by the City upon reasonable notice; and, upon
presentation for such purpose, the Paying Agent shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or
transferred, on said books, Bonds as herein before provided.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in
temporary form exchangeable for definitive Bonds when ready for delivery. The
temporary Bonds may be printed, lithographed or typewritten, shall be of such
denominations as may be determined by the City, 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 upon the 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
Office of the Paying Agent and the Paying Agent shall deliver in exchange for such
temporary Bonds an equal aggregate principal amount of definitive Bonds of
authorized denominations. Until so exchanged, the temporary Bonds shall be
entitled to the same benefits pursuant to this Resolution as definitive Bonds
executed and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall
become mutilated the City, at the expense of the Owner of said Bond, shall
execute, and the Paying 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 Paying Agent of the Bond so
mutilated. Every mutilated Bond so surrendered to the Paying Agent shall be
canceled by it and delivered to, or upon the order of, the City. If any Bond shall be
lost, destroyed or stolen, evidence of such Toss, destruction or theft may be
submitted to the City and, if such evidence be satisfactory to the City and
indemnity satisfactory to it shall be given, the City, at the expense of the Owner,
shall execute, and the Paying 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. The City may require payment of a sum not exceeding
the actual cost of preparing each new Bond issued under this Section 2.10 and of
the expenses which may be incurred by the City and the Paying Agent in the
premises. Any Bond issued under the provisions of this Section 2.10 in lieu of any
Bond alleged to be lost, destroyed or stolen shall constitute an original additional
contractual obligation on the part of the City whether or not the Bond so alleged to
be lost, destroyed or stolen be at any time enforceable by anyone, and shall be
8
equally and proportionately entitled to the benefits of this Resolution with all other
Bonds issued pursuant to this Resolution.
Notwithstanding any other provision of this Section 2.10, in lieu of delivering
a new Bond for which principal has or is about to become due for a Bond which has
been mutilated, lost, destroyed or stolen, the Paying Agent may make payment of
such Bond in accordance with its terms.
Section 2.11. Book Entry System. (a) Original Delivery. The Bonds shall be
initially delivered in the form of a separate single fully registered Bond (which may
be typewritten) for each maturity of the Bonds. Upon initial delivery, the
ownership of each such Bond shall be registered on the Registration Books in the
name of Cede & Co. (the "Nominee"). Except as provided in subsection (c), the
ownership of all of the Outstanding Bonds shall be registered in the name of the
Nominee on the Registration Books.
With respect to Bonds the ownership of which shall be registered in the
name of the Nominee, the City and the Paying Agent shall have no responsibility or
obligation to any Depository System Participant or to any person on behalf of which
the Depository holds an interest in the Bonds. Without limiting the generality of the
immediately preceding sentence, the City and the Paying Agent shall have no
responsibility or obligation with respect to (i) the accuracy of the records of the
Depository, the Nominee or any Depository System Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any Depository System
Participant or any other person, other than an Owner as shown in the Registration
Books, of any notice with respect to the Bonds, including any notice of redemption,
(iii) the selection by the Depository of the beneficial interests in the Bonds to be
redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment
to any Depository System Participant or any other person, other than an Owner as
shown in the Registration Books, of any amount with respect to principal, premium,
if any, or interest on the Bonds or (v) any consent given or other action taken by
the Depository as Owner of the Bonds. The City and the Paying Agent may treat
and consider the person in whose name each Bond is registered as the absolute
owner of such Bond for the purpose of payment of principal, premium and interest
on such Bond, for the purpose of giving notices of redemption and other matters
with respect to such Bond, for the purpose of registering transfers of ownership of
such Bond, and for all other purposes whatsoever. The Paying Agent shall pay the
principal of and interest and premium, if any, on the Bonds only to the respective
Owners or their respective attorneys duly authorized in writing, and all such
payments shall be valid and effective to fully satisfy and discharge all obligations
with respect to payment of principal of and interest and premium, if any, on the
Bonds to the extent of the sum or sums so paid. No person other than an Owner
shall receive a Bond evidencing the obligation of the City to make payments of
principal, interest and premium, if any, pursuant to this Resolution. Upon delivery
by the Depository to the Nominee of written notice to the effect that the
Depository has determined to substitute a new nominee in its place, and subject to
the provisions herein with respect to Record Dates, such new nominee shall
become the Nominee hereunder for all purposes; and upon receipt of such a notice
the City shall promptly deliver a copy of the same to the Paying Agent.
(b) Representation Letter. In order to qualify the Bonds for the
Depository's book -entry system, the City and the Paying Agent shall execute and
deliver to such Depository a letter representing such matters as shall be necessary
to so qualify the Bonds. The execution and delivery of such letter shall not in any
9
way limit the provisions of subsection (a) above or in any other way impose upon
the City or the Paying Agent any obligation whatsoever with respect to persons
having interests in the Bonds other than the Owners. The Paying Agent agrees to
comply with all provisions in such letter with respect to the giving of notices
thereunder by the Paying Agent. In addition to the execution and delivery of such
letter, the City may take any other actions, not inconsistent with this Resolution, to
qualify the Bonds for the Depository's book -entry program.
(c) Transfers Outside Book -Entry System. In the event that either (i) the
Depository determines not to continue to act as Depository for the Bonds, or (ii) the
City determines to terminate the Depository as such, then the City shall thereupon
discontinue the book -entry system with such Depository. In such event, the
Depository shall cooperate with the City and the Paying Agent in the issuance of
replacement Bonds by providing the Paying Agent with a list showing the interests
of the Depository System Participants in the Bonds, and by surrendering the Bonds,
registered in the name of the Nominee, to the Paying Agent on or before the date
such replacement Bonds are to be issued. The Depository, by accepting delivery of
the Bonds, agrees to be bound by the provisions of this subsection (c). If, prior to
the termination of the Depository acting as such, the City fails to identify another
Securities Depository to replace the Depository, then the Bonds shall no longer be
required to be registered in the Registration Books in the name of the Nominee, but
shall be registered in whatever name or names the Owners transferring or
exchanging Bonds shall designate, in accordance with the provisions of this Article
2. Prior to its termination, the Depository shall furnish the Paying Agent with the
names and addresses of the Participants and respective ownership interests
thereof.
(d) Payments to the Nominee. Notwithstanding any other provision of
this Resolution to the contrary, so long as any Bond is registered in the name of the
Nominee, all payments by the City or the Paying Agent with respect to principal of
and interest and premium, if any, on such Bond and all notices with respect to such
Bond shall be made and given, respectively, as provided in the letter described in
subsection (b) of this Section or as otherwise instructed by the Depository.
10
ARTICLE III
SALE AND ISSUE OF BONDS; SECURITY FOR THE BONDS
Section 3.01. Issuance and Delivery of Bonds.
(a) Issuance of Bonds. At any time after the adoption of this Resolution,
the City may issue and deliver Bonds in the aggregate principal amount of up to the
Principal Amount.
(b) Maturities, Principal Amounts and Interest Rates. The maturities of
the Bonds, the principal amount of each maturity and the interest rate borne by
each maturity shall be as set forth in the Official Statement as executed by the
Finance Director.
(c) Official Statement. The City Council hereby approves and deems
nearly final, within the meaning of Rule 15c2-12 of the Securities Exchange Act of
1934, the preliminary Official Statement describing the Bonds in the form on file
with the City Clerk. The Finance Director is hereby authorized to execute an
appropriate certificate stating the City Council's determination that the preliminary
Official Statement has been deemed nearly final within the meaning of such Rule.
The Finance Director is hereby authorized and directed to cause the preliminary
Official Statement to be distributed to the Original Purchaser, for transmission by
the Original Purchaser to such municipal bond broker -dealers, to such banking
institutions and to such other persons as may be interested in purchasing the
Bonds.
The Finance Director is hereby authorized and directed to approve any
changes in or additions to a final form of said Official Statement, and the execution
thereof by the Finance Director shall be conclusive evidence of approval of any
such changes and additions. The final Official Statement shall be executed in the
name and on behalf of the City by the Finance Director. The City Council hereby
authorizes the distribution of the final Official Statement by the Original Purchaser.
(d) Printing of Bonds. The City Treasurer is hereby directed to cause the
Bonds to be reproduced, signed and sealed, and to be delivered to the Paying
Agent.
(e) Delivery of Bonds. The Paying Agent is hereby authorized to
authenticate and deliver the Bonds to the Original Purchaser, upon receipt by the
Paying Agent of a Written Request of the City directing such delivery.
Section 3.02. Authorization to Sell Bonds. The City hereby calls for bids to
be received for the purchase of the Bonds on Thursday, April 24, 2003, at the hour
of 10:00 a.m. at the office of Stone & Youngberg LLC, 4350 La Jolla Village Drive,
Suite 140, San Diego, CA 92122. Bids shall be received, and the Bonds shall be
sold, subject to the terms and conditions set forth in the Official Notice of Sale in
the form attached hereto as Exhibit A. The Finance Director of the City is hereby
authorized to award the sale to the best responsible bidder. At the determination of
the Finance Director, the date set for receipt of bids may be fixed at such earlier or
later date as the Finance Director shall deem to be in the best interests of the City.
11
Section 3.03. Publication of Notice of Intention to Sell Bonds. The City
Clerk of the City is hereby authorized and directed to cause to be published the
Notice of Intention to Sell Bonds one time in a newspaper of general circulation
published in the City, such publication to be not later than five (5) days prior to the
date set for receipt of bids for purchase of the Bonds. Such notice shall be
substantially in the form attached hereto as Exhibit C and by this reference
incorporated herein, together with any changes deemed advisable by the City
Finance Director of the City, upon consultation with the financial advisor, the City
Attorney and bond counsel for the Bonds.
The City Clerk is further hereby authorized and directed to cause to be
published the Notice of Intention substantially in the form set forth in Exhibit C
attached hereto and by this reference incorporated herein in The Bond Buyer, a
financial publication generally circulated throughout the State of California, such
publication to occur not later than fifteen (15) days prior to the date set forth
receipt of bids for the purchase of the Bonds.
Section 3.04. Application of Proceeds of Sale of Bonds. On the Closing
Date, the proceeds of sale of the Bonds shall be applied as follows:
(a) The amount of accrued interest shall be paid to the City Treasurer and
deposited by the City Treasurer in the Debt Service Account.
(b) The remainder of such proceeds shall be deposited by the City
Treasurer in the Proceeds Account.
12
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. Proceeds Account. There is hereby created, as an account
within the General Fund of the City, the "General Obligation Bonds, Election of
2002, Series A, Bond Proceeds Account" (the "Proceeds Account"), which shall be
maintained by the City Treasurer as a separate account, distinct from all other
funds of the City, into which shall be paid on receipt thereof, the portion of the
Bond proceeds designated in Section 3.04(b). The Proceeds Account shall be
administered and disbursements made in the manner set forth in Section 4.02.
Section 4.02. Administration and Disbursements From Proceeds Account.
Amounts in the Proceeds Account shall be disbursed for Project Costs.
Disbursements from the Proceeds Account shall be made by the City Treasurer
upon receipt of a certificate requesting disbursement executed or approved by a
City Representative. Each such certificate shall:
(a) set forth the amounts to be disbursed for payment or reimbursement
of previous payments of Project Costs and the person or persons to whom said
amounts are to be disbursed;
(b) state that the amounts to be disbursed constitute Project Costs, that
said amounts are required to be disbursed pursuant to a contract entered into
therefore by or on behalf of the City, or were necessarily and reasonably incurred
and that said amounts are not being paid in advance of the time, if any, fixed for
payment; and
(c) state that no amount set forth in the certificate was included in any
certificate requesting disbursement previously filed with the City Treasurer pursuant
to this Section 4.02.
When the City has determined that the Project is complete, and that all
Project Costs to be paid from amounts on hand in the Proceeds Account have been
paid, any funds then remaining in the Proceeds Account shall be transferred to the
Debt Service Account.
Section 4.03. Debt Service Account. There is hereby created, as an
account within the General Fund of the City, the "General Obligation Bonds,
Election of 2002, Series A, Debt Service Account" (the "Debt Service Account"),
which shall be maintained by the City Treasurer as a separate account, distinct
from all other funds of the City. The Debt Service Account shall be administered
and disbursements made in the manner and in the order progressively set forth in
Section 4.04.
Section 4.04. Administration and Disbursements From Debt Service
Account.
(a) Interest. From the proceeds of property taxes received from the
County Treasurer -Tax Collector in each Fiscal Year, commencing Fiscal Year
2003/2004, the City Treasurer shall deposit in the Debt Service Account an
amount which, when added to the amount contained in the Debt Service Account
on that date, if any, will be equal to the aggregate amount of the interest becoming
due and payable on the Outstanding Bonds on the next Interest Payment Date.
13
(b) Principal. From the proceeds of property taxes received from the
County Treasurer -Tax Collector in each Fiscal Year, commencing Fiscal Year
2003/2004, the City Treasurer shall deposit in the Debt Service Account an
amount which will be equal to the principal becoming due and payable on the
Outstanding Bonds on the next occurring August 1.
All moneys in the Debt Service Account shall be used and withdrawn by the
City Treasurer solely for the purpose of paying the principal of and interest on the
Bonds as the same shall become due and payable. On or before the last business
day of July and January in each year, commencing January 31, 2004, the City
Treasurer shall transfer to the Paying Agent moneys on deposit in the Debt Service
Account for application by the Paying Agent on the next succeeding Interest
Payment Date to the payment of principal of and interest on the Bonds.
Any funds remaining in the Debt Service Account after payment in full of all
principal and interest on the Bonds, may be then transferred by the Treasurer to the
City's General Fund.
Section 4.05. Redemption Account. There is hereby created, as an account
within the General Fund of the City, the "General Obligation Bonds, Election of
2002, Series A Redemption Account" (the "Redemption Account"), which shall be
maintained by the City Treasurer as a separate account, distinct from all other
funds of the City. The Redemption Account shall be administered and
disbursements made in the manner set forth in Section 4.06.
Section 4.06. Administration and Disbursements From Redemption Account.
The Redemption Account shall be maintained by the City Treasurer to pay for the
prior redemption of the Bonds. Any funds legally available may, at any time on or
after August 1, 2012, at the option of the City, be paid to the City Treasurer for
deposit in the Redemption Account and application to the prior redemption of
Bonds on August 1, 2012 or any date thereafter pursuant to Section 2.03(a). In
addition, the Redemption Account shall be maintained by the City Treasurer to pay
for the prior redemption of the Term Bonds, if any, in accordance with Section
2.03(b), in the amounts and in the years set forth in the Official Statement. Any
funds remaining in the Redemption Account after payment in full of the redemption
price of all Bonds subject to redemption in accordance with Section 2.03(a) or
2.03(b), may be then transferred by the Treasurer to the City's General Fund.
Section 4.07. Investment of Moneys. Amounts on deposit in the Proceeds
Account, the Debt Service Account and the Redemption Account may be invested
in Authorized Investments. Earnings on the investment of amounts held in any fund
or account established hereunder shall be credited to the respective fund or account
from which such investments are made.
14
ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay, or cause to
be paid, the principal of and interest on the Bonds, in strict conformity with the
terms of the Bonds and of this Resolution, and it will faithfully observe and perform
all of the conditions, covenants and requirements of this Resolution and of the
Bonds. Nothing herein contained shall prevent the City from making advances of its
own moneys howsoever derived to any of the uses or purposes permitted by law.
Section 5.02. Extension of Time for Payment. In order to prevent any
accumulation of claims for interest after maturity, the City will not, directly or
indirectly, extend or consent to the extension of the time for the payment of any
claim for interest on any of the Bonds and will not, directly or indirectly, approve
any such arrangement by purchasing or funding said claims for interest or in any
other manner. In case any such claim for interest shall be extended or funded,
whether or not with the consent of the City, such claim for interest so extended or
funded shall not be entitled, in case of default hereunder, to the benefits of this
Resolution, except subject to the prior payment in full of the principal of all of the
Bonds then Outstanding and of all claims for interest which shall not have so
extended or funded.
Section 5.03. Security for the Bonds. The Bonds are general obligations of
the City, and the City has the power, is obligated and hereby covenants to levy ad
valorem taxes upon all property within the City subject to taxation by the City,
without limitation of rate or amount, for the payment of the Bonds and the interest
thereon.
The City hereby covenants to direct the County of San Diego to levy and
collect such ad valorem taxes in such amounts and at such times as is necessary to
ensure the timely payment of principal of and interest on the Bonds. Further, if and
to the extent the amount of such ad valorem taxes so collected is insufficient to
pay Debt Service, the City shall be obligated to use any other moneys lawfully
available therefore to pay principal of and interest on the Bonds.
Section 5.04. Books and Accounts; Financial Statement. The City will keep,
or cause to be kept, proper books of record and accounts, separate from all other
records and accounts of the City in which complete and correct entries shall be
made of all transactions relating to the Project. Such books of record and accounts
shall at all times during business hours be subject to the inspection of the Paying
Agent and the Owners of not less than ten percent (10%) in aggregate principal
amount of the Bonds then Outstanding, or their representatives authorized in
writing.
Section 5.05. Protection of Security and Rights of Owners. The City will
preserve and protect the security of the Bonds and the rights of the Owners, and
will warrant and defend their rights against all claims and demands of all persons.
From and after the sale and delivery of any of the Bonds by the City, the Bonds
shall be incontestable by the City.
15
Section 5.06. Tax Covenants.
(a) Private Activity Bond Limitation. The City shall assure that the
proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private
business tests of section 141(b) of the Code or the private loan financing test of
section 141(c) of the Code.
(b) Federal Guarantee Prohibition. The City shall not take any action or
permit or suffer any action to be taken if the result of the same would be to cause
any of the Bonds to be "federally guaranteed" within the meaning of section 149(b)
of the Code.
(c) Rebate Requirement. The City shall take any and all actions necessary
to assure compliance with section 148(f) of the Code, relating to the rebate of
excess investment earnings, if any, to the federal government, to the extent that
such section is applicable to the Bonds.
(d) No Arbitrage. The City shall not take, or permit or suffer to be taken
by the Paying Agent or otherwise, any action with respect to the proceeds of the
Bonds which, if such action had been reasonably expected to have been taken, or
had been deliberately and intentionally taken, on the date of issuance of the Bonds
would have caused the Bonds to be "arbitrage bonds" within the meaning of
section 148 of the Code.
(e) Maintenance of Tax -Exemption. The City shall take all actions
necessary to assure the exclusion of interest on the Bonds from the gross income
of the Owners of the Bonds to the same extent as such interest is permitted to be
excluded from gross income under the Code as in effect on the date of issuance of
the Bonds.
Section 5.07. Continuing Disclosure. The City hereby covenants and agrees
that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate, which shall be executed by a City Representative and
delivered on the Closing Date. Notwithstanding any other provision of this
Resolution, failure of the City to comply with the Continuing Disclosure Certificate
shall not be considered a default by the City hereunder or under the Bonds;
however, any Participating Underwriter (as such term is defined in the Continuing
Disclosure Certificate) or any holder or beneficial owner of the Bonds may, take
such actions as may be necessary and appropriate to compel performance,
including seeking mandate or specific performance by court order.
Section 5.08. Further Assurances. The City will adopt, make, execute and
deliver any and all such further resolutions, instruments and assurances as may be
reasonably necessary or proper to carry out the intention or to facilitate the
performance of this Resolution, and for the better assuring and confirming unto the
Owners of the Bonds of the rights and benefits provided in this Resolution.
16
ARTICLE VI
THE PAYING AGENT
Section 6.01. Appointment of Paying Agent, Union Bank of California is
hereby appointed Paying Agent for the Bonds. The Paying Agent undertakes to
perform such duties, and only such duties, as are specifically set forth in this
Resolution, and even during the continuance of an Event of Default, no implied
covenants or obligations shall be read into this Resolution against the Paying Agent.
The Paying Agent shall signify its acceptance of the duties and obligations imposed
upon it by this Resolution by executing and delivering to the City a certificate to
that effect.
The City may remove the Paying Agent initially appointed, and any successor
thereto, and may appoint a successor or successors thereto, but any such
successor shall be a bank or trust company doing business and having an office in
the State, having a combined capital (exclusive of borrowed capital) and surplus of
at least fifty million dollars ($50,000,000), and subject to supervision or
examination by federal or state authority. If such bank or trust company publishes a
report of condition at least annually, pursuant to law or to the requirements of any
supervising or examining authority above referred to, then for the purposes of this
Section 6.01 the combined capital and surplus of such bank or trust company shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.
The Paying Agent may at any time resign by giving written notice to the City
and the Owners of such resignation. Upon receiving notice of such resignation, the
City shall promptly appoint a successor Paying Agent by an instrument in writing.
Any resignation or removal of the Paying Agent and appointment of a successor
Paying Agent shall become effective upon acceptance of appointment by the
successor Paying Agent.
Section 6.02. Paying Agent May Hold Bonds. The Paying Agent may
become the owner of any of the Bonds in its own or any other capacity with the
same rights it would have if it were not Paying Agent.
Section 6.03. Liability of Agents. The recitals of facts, covenants and
agreements herein and in the Bonds contained shall be taken as statements,
covenants and agreements of the City, and the Paying Agent assumes no
responsibility for the correctness of the same, nor makes any representations as to
the validity or sufficiency of this Resolution or of the Bonds, nor shall incur any
responsibility in respect thereof, other than as set forth in this Resolution. The
Paying Agent shall not be liable in connection with the performance of its duties
hereunder, except for its own negligence or willful misconduct.
In the absence of bad faith, the Paying Agent may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Paying Agent and conforming to the
requirements of this Resolution.
The Paying Agent shall not be liable for any error of judgment made in good
faith by a responsible officer of its corporate trust department in the absence of the
negligence or willful misconduct of the Paying Agent.
17
No provision of this Resolution shall require the Paying Agent to expend or
risk its own funds or otherwise incur any financial liability in the performance of any
of its duties hereunder, or in the exercise of any of its rights or powers, if it shall
have reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
The Paying Agent may execute any of the powers hereunder or perform any
duties hereunder either directly or by or through agents or attorneys.
Section 6.04. Notice to Agents. The Paying Agent may rely and shall be
protected in acting or refraining from acting upon any notice, resolution, request,
consent, order, certificate, report, warrant, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
party or proper parties. The Paying Agent may consult with counsel, who may be
of counsel to the City, with regard to legal questions, and the opinion of such
counsel shall be full and complete authorization and protection in respect of any
action taken or suffered by it hereunder in good faith and in accordance therewith.
Whenever in the administration of its duties under this Resolution the Paying
Agent shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the absence of
bad faith on the part of the Paying Agent, be deemed to be conclusively proved and
established by a certificate of the City, and such certificate shall be full warrant to
the Paying Agent for any action taken or suffered under the provisions of this
Resolution upon the faith thereof, but in its discretion the Paying Agent may, in lieu
thereof, accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
Section 6.05. Compensation; Indemnification. The City shall pay to the
Paying Agent from time to time reasonable compensation for all services rendered
under this Resolution, and also all reasonable expenses, charges, counsel fees and
other disbursements, including those of their attorneys, agents and employees,
incurred in and about the performance of their powers and duties under this
Resolution. The Finance Director is hereby authorized to enter into an agreement, in
form satisfactory to the Finance Director, and in a form approved by the City
Attorney, with the Paying Agent for its services with respect to the Bonds. The
City further agrees to indemnify and save the Paying Agent harmless against any
liabilities which it may incur in the exercise and performance of its powers and
duties hereunder which are not due to its negligence or willful misconduct.
18
ARTICLE VII
REMEDIES OF OWNERS
Section 7.01. Remedies of Owners. Any Owner shall have the right, for the
equal benefit and protection of all Owners similarly situated:
(a) by mandamus, suit, action or proceeding, to compel the City and its
members, officers, agents or employees to perform each and every term, provision
and covenant contained in this Resolution and in the Bonds, and to require the
carrying out of any or all such covenants and agreements of the City and the
fulfillment of all duties imposed upon it;
(b) by suit, action or proceeding in equity, to enjoin any acts or things
which are unlawful, or the violation of any of the Owners' rights; or
(c) upon the happening and continuation of any default by the City
hereunder or under the Bonds, by suit, action or proceeding in any court of
competent jurisdiction, to require the City and its members and employees to
account as if it and they were the trustees of an express trust.
Section 7.02. Remedies Not Exclusive. No remedy herein conferred upon
the Owners of Bonds shall be exclusive of any other remedy and that each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or thereafter conferred on the Owners.
19
ARTICLE VIII
AMENDMENT OF THIS RESOLUTION
Section 8.01. Amendments Effective Without Consent of the Owners. For
any one or more of the following purposes and at any time or from time to time, a
Supplemental Resolution of the City may be adopted, which, without the
requirement of consent of the Owners of the Bonds, shall be fully effective in
accordance with its terms:
(a) To add to the covenants and agreements of the City in this Resolution,
other covenants and agreements to be observed by the City which are not contrary
to or inconsistent with this Resolution as theretofore in effect;
(b) To confirm, as further assurance, any pledge under, and to subject to
any lien or pledge created or to be created by, this Resolution, of any moneys,
securities or funds, or to establish any additional funds or accounts to be held
under this Resolution;
(c) To cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision in this Resolution, which in any event shall not
materially adversely affect the interests of the Owners, in the opinion of Bond
Counsel filed with the City; or
(d) To make such additions, deletions or modifications as may be
necessary to assure compliance with the applicable provisions of the Tax Code
relating to the rebate of Excess Investment Earnings to the United States or
otherwise as may be necessary to assure that the interest on the Bonds remains
excludable from gross income of the Owners thereof for federal income tax
purposes, in the opinion of Bond Counsel filed with the City.
Section 8.02. Amendments Effective With Consent to the Owners. Any
modification or amendment of this Resolution and of the rights and obligations of
the City and of the Owners of the Bonds, in any particular, may be made by a
Supplemental Resolution, with the written consent of the Owners of a majority in
aggregate principal amount of the Bonds Outstanding at the time such consent is
given. No such modification or amendment shall permit 'a change in the terms of
maturity of the principal of any Outstanding Bonds or of any interest payable
thereon or a reduction in the principal amount thereof or in the rate of interest
thereon, or shall reduce the percentage of Bonds the consent of the Owners of
which is required to effect any such modification or amendment, or shall change
any of the provisions in Section 7.01 relating to Events of Default, or shall reduce
the amount of moneys pledged for the repayment of the Bonds without the consent
of all the Owners of such Bonds, or shall change or modify any of the rights or
obligations of any Paying Agent without its written assent thereto.
20
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Resolution Limited to Parties. Nothing in this
Resolution, expressed or implied, is intended to give to any person other than the
City, the Paying Agent and the Owners of the Bonds, any right, remedy, claim
under or by reason of this Resolution. Any covenants, stipulations, promises or
agreements in this Resolution contained by and on behalf of the City shall be for
the sole and exclusive benefit of the Owners of the Bonds.
Section 9.02. Defeasance.
(a) Discharge of Resolution. Any Bond may be paid by the City in any of
the following ways, provided that the City also pays or causes to be paid any other
sums payable hereunder by the City:
(i) by paying or causing to be paid the principal or redemption price
of and interest on such Bonds, as and when the same become due and
payable;
(ii) by irrevocably depositing, in trust, at or before maturity, money
or securities in the necessary amount (as provided in Section 9.02(c) hereof)
to pay or redeem such Bonds; or
(iii) by delivering such Bonds to the Paying Agent for cancellation by
it.
If the City shall pay all Outstanding Bonds and shall also pay or cause to be
paid all other sums payable hereunder by the City, then and in that case, at the
election of the City (evidenced by a certificate of a City Representative filed with
the Paying Agent, signifying the intention of the City to discharge all such
indebtedness and this Resolution), and notwithstanding that any Bonds shall not
have been surrendered for payment, this Resolution and other assets made under
this Resolution and all covenants, agreements and other obligations of the City
under this Resolution shall cease, terminate, become void and be completely
discharged and satisfied, except only as provided in Section 9.02(b). In such event,
upon request of the City, the Paying Agent shall cause an accounting for such
period or periods as may be requested by the City to be prepared and filed with the
City and shall execute and deliver to the City all such instruments as may be
necessary to evidence such discharge and satisfaction, and the Paying Agent shall
pay over, transfer, assign or deliver to the City all moneys or securities or other
property held by it pursuant to this Resolution which are not required for the
payment or redemption of Bonds not theretofore surrendered for such payment or
redemption.
(b) Discharge of Liability on Bonds. Upon the deposit, in trust, at or
before maturity, of money or securities in the necessary amount (as provided in
Section 9.02(c) hereof) to pay or redeem any Outstanding Bond (whether upon or
prior to its maturity or the redemption date of such Bond), provided that, if such
Bond is to be redeemed prior to maturity, notice of such redemption shall have been
given as provided in Section 2.03 or provision satisfactory to the Paying Agent
shall have been made for the giving of such notice, then all liability of the City in
respect of such Bond shall cease and be completely discharged, except only that
21
thereafter the Owner thereof shall be entitled only to payment of the principal of
and interest on such Bond by the City, and the City shall remain liable for such
payment, but only out of such money or securities deposited with the Paying Agent
as aforesaid for such payment, provided further, however, that the provisions of
Section 9.02(d) shall apply in all events.
The City may at any time surrender to the Paying Agent for cancellation by it
any Bonds previously issued and delivered, which the City may have acquired in
any manner whatsoever, and such Bonds, upon such surrender and cancellation,
shall be deemed to be paid and retired.
(c) Deposit of Money or Securities with Paying Agent. Whenever in this
Resolution it is provided or permitted that there be deposited with or held in trust
by the Paying Agent money or securities in the necessary amount to pay or redeem
any Bonds, the money or securities so to be deposited or held may include money
or securities held by the Paying Agent in the funds and accounts established
pursuant to this Resolution and shall be:
(i) lawful money of the United States of America in an amount
equal to the principal amount of such Bonds and all unpaid interest thereon to
maturity, except that, in the case of Bonds which are to be redeemed prior to
maturity and in respect of which notice of such redemption shall have been given
as provided in Section 2.03 or provision satisfactory to the Paying Agent shall have
been made for the giving of such notice, the amount to be deposited or held shall
be the principal amount or redemption price of such Bonds and all unpaid interest
thereon to the redemption date; or
(ii) Federal Securities (not callable by the issuer thereof prior to
maturity) the principal of and interest on which when due, in the opinion of a
certified public accountant delivered to the City, will provide money sufficient to
pay the principal or redemption price of and all unpaid interest to maturity, or to the
redemption date, as the case may be, on the Bonds to be paid or redeemed, as
such principal or redemption price and interest become due, provided that, in the
case of Bonds which are to be redeemed prior to the maturity thereof, notice of
such redemption shall have been given as provided in Section 2.03 or provision
satisfactory to the Paving Agent shall have been made for the giving of such notice.
(d) Payment of Bonds After Discharge of Resolution. Notwithstanding
any provisions of this Resolution, any moneys held by the Paying Agent in trust for
the payment of the principal or redemption price of, or interest on, any Bonds and
remaining unclaimed for two (2) years after the principal of all of the Bonds has
become due and payable (whether at maturity or upon call for redemption or by
acceleration as provided in this Resolution), if such moneys were so held at such
date, or six years after the date of deposit of such moneys if deposited after said
date when all of the Bonds became due and payable, shall, upon request of the
City, be repaid to the City free from the trusts created by this Resolution, and all
liability of the Paying Agent with respect to such moneys shall thereupon cease;
provided, however, that before the repayment of such moneys to the City as
aforesaid, the Paying Agent may (at the cost of the City) first mail to the Owners of
all Bonds which have not been paid at the addresses shown on the Registration
Books a notice in such form as may be deemed appropriate by the Paying Agent,
with respect to the Bonds so payable and not presented and with respect to the
provisions relating to the repayment to the City of the moneys held for the payment
thereof.
22
Section 9.03. Execution of Documents and Proof of Ownership by Owners.
Any request, declaration or other instrument which this Resolution may require or
permit to be executed by Owners may be in one or more instruments of similar
tenor, and shall be executed by Owners in person or by their attorneys appointed in
writing.
Except as otherwise herein expressly provided, the fact and date of the
execution by any Owner 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 acknowledgments
of deeds to be recorded in the state 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.
Except as otherwise herein expressly provided, the ownership of registered
Bonds and the amount, maturity, number and date of holding the same shall be
proved by the Registration Books.
Any request, declaration or other instrument or writing of the Owner of any
Bond shall bind all future Owners of such Bond in respect of anything done or
suffered to be done by the City, the Paying Agent or the City Treasurer in good
faith and in accordance therewith.
Section 9.04. Waiver of Personal Liability. No City Council member, officer,
agent or employee of the City shall be individually or personally liable for the
payment of the principal of or interest on the Bonds; but nothing herein contained
shall relieve any such City Council member, officer, agent or employee from the
performance of any official duly provided by law.
Section 9.05. Destruction of Canceled Bonds. Whenever in this Resolution
provision is made for the surrender to the City of any Bonds which have been paid
or canceled pursuant to the provisions of this Resolution, a certificate of destruction
duly executed by the Paying Agent shall be deemed to be the equivalent of the
surrender of such canceled Bonds and the City shall be entitled to rely upon any
statement of fact contained in any certificate with respect to the destruction of any
such Bonds therein referred to.
Section 9.06. Partial Invalidity. If any section, paragraph, sentence, clause
or phrase of this Resolution shall for any reason be held illegal or unenforceable,
such holding shall not affect the validity of the remaining portions of this
Resolution. The City hereby declares that it would have adopted this Resolution and
each and every other section, paragraph, sentence, clause or phrase hereof and
authorized the issue of the Bonds pursuant thereto irrespective of the fact that any
one or more sections, paragraphs, sentences, clauses, or phrases of this Resolution
may be held illegal, invalid or unenforceable. If, by reason of the judgment of any
court, the City is rendered unable to perform its duties hereunder, all such duties
and all of the rights and powers of the City hereunder shall be assumed by and vest
in the City Treasurer in trust for the benefit of the Owners.
Section 9.07. Execution of Documents. The Mayor, the City Manager, the
City Clerk, the Finance Director and the City Treasurer of the City, and any and all
other officers of the City, are each authorized and directed in the name and on
behalf of the City to make any and all certificates, requisitions, agreements,
23
notices, consents, warrants and other documents, which they or any of them might
deem necessary or appropriate in order to consummate the lawful issuance, sale
and delivery of the Bonds. Whenever in this Resolution any officer of the City is
authorized to execute or countersign any document or take any action, such
execution, countersigning or action may be taken on behalf of such officer by any
person designated by such officer to act on his behalf in the case such officer shall
be absent or unavailable.
Section 9.08. Effective Date of Resolution. This Resolution shall take effect
from and after the date of its passage and adoption.
PASSED and ADOPTED this 1st day of April, 2003.
ATTEST: D
el R. Dal
Mich
City Clerk
APPROVED AS TO FORM:
George H. Eiser, III
City Attorney
24
Nic urizia;g`R/layor
EXHIBIT A
OFFICIAL NOTICE OF SALE
$6,000,000
CITY OF NATIONAL CITY
GENERAL OBLIGATION BONDS, ELECTION OF 2002, SERIES A
NOTICE IS HEREBY GIVEN that sealed bids will be received by Stone & Youngberg
LLC, as financial advisor to the City of National City (the "City"), at its offices located at 4350
La Jolla Village Drive, Suite 140, San Diego, CA 92122, until 10:00 a.m. Pacific time on
THURSDAY, APRIL 24, 2003
for the purchase of $6,000,000 principal amount of City of National City General Obligation
Bonds, Election of 2002, Series A (the "Bonds"). The Bonds hereby offered for sale are generally
described below.
Important Note: The winning bidder will be required to pay, from underwriter's
gross spread, certain costs of issuance of the Bonds. See "Payment of Issuance Costs," herein.
Bids may be electronically delivered via PARITY®, as described below under Electronic
Bids, or bids may be faxed to (858) 452-6131, provided that neither the City of National City,
Stone & Youngberg LLC, financial advisor to the City, nor Jones Hall, A Professional Law
Corporation, bond counsel to the City, take any responsibility for any difficulties in bids being
completely received and printed out prior to the 10 A.M. bid deadline.
ISSUE AND DENOMINATIONS: $6,000,000 consisting of fully registered bonds without
coupons in denominations of $5,000 or any integral multiples thereof, all dated their date of
delivery.
PAYMENT DATES: The Bonds mature on August 1 in each of the years 2004 through
2028, both inclusive, as set forth below. Each bidder is required to specify in its bid whether, for
any particular year, the Bonds will mature or, alternatively, be subject to sinking fund
redemption in such year.
SCHEDULE OF MATURITIES
Maturity Date Principal Maturity Date Principal
(August 1) Amount (August 1). Amount
2004 2017
2005 2018
2006 2019
2007 2020
Exhibit A
Page 1
2008 2021
2009 2022
2010 2023
2011 2024
2012 2025
2013 2026
2014 2027
2015 2028
2016
ADJUSTMENTS IN MATURITIES: Following the determination of the successful
bidder, the principal amount of the Bonds maturing in any year, or the mandatory sinking fund
redemption occurring in such year, but not the aggregate principal amount of Bonds, may be
adjusted by the Finance Director of the City at her sole discretion. Any such adjustment will be
made within no more than twenty-six (26) hours of the time of the receipt of bids for the Bonds
for the purpose of considering the amount of aggregate annual debt service on the Bonds. In
the event of any such adjustment, no re -bidding or recalculation of the bids submitted will be
required or permitted and the successful bid may not be withdrawn, and the successful bidder
will not be permitted to change the interest rate(s) in its bid for the Bonds; provided that no
such adjustment shall reduce the amount of original issue premium to be retained by the
winning bidder based on the initial re -offering price of each maturity of the Bonds.
PAYMENT PROVISIONS: Interest on the Bonds will be payable on February 1, 2004,
and on August 1 and February 1 in each year thereafter (the "Interest Payment Dates"), to the
registered owners by check of Union Bank of California, N.A., as Paying Agent (the "Paying
Agent"). Principal of and premium (if any) on any Bond will be paid upon presentation and
surrender thereof at the corporate trust office of the Paying Agent in Los Angeles, California,
provided that, at the written request of the owner of at least $1,000,000 aggregate principal
amount of the Bonds, interest on the Bonds shall be paid by wire transfer on the succeeding
Interest Payment Date to an account in the Unites State of America as shall be specified in such
written request. Both the principal of and interest and premium (if any) on the Bonds are
payable in lawful money of the United States of America.
OPTIONAL REDEMPTION: Bonds maturing on or before August 1, 2012, are not subject
to call or redemption prior to maturity. Bonds maturing on or after August 1, 2013, are subject
to call or redemption, at the option of the City, on any date, either in inverse order of maturity
or on a pro rata basis among maturities, and in all cases by lot within any maturity, on August
1, 2012, upon payment of a redemption price equal to the principal amount and accrued interest
to the redemption date, without premium.
SINKING FUND REDEMPTION: Bidders shall designate which maturities of Bonds
shown in the table above shall be issued as serial bonds and which shall be issued as term
bonds subject to mandatory sinking fund redemption. Mandatory sinking fund redemption
shall not begin prior to 2012. No serial bonds may mature following the commencement of the
mandatory sinking fund redemption. The principal amount of Bonds subject to mandatory
sinking fund redemption in each year shall be equal to the principal amount shown in the table
above to mature in such year, and such mandatory sinking fund redemptions shall be made on
August 1 of each such year, upon mailed notice as provided in the Bond Resolution adopted by
Exhibit A
Page 2
the City Council of the City authorizing the issuance and sale of the Bonds on April 1, 2003 (the
"Bond Resolution"), at the principal amount thereof, without premium, together with accrued
interest thereon to the date of redemption.
PURPOSE: The Bonds are being issued by the City Council of the City (the "Council")
in the name and on behalf of the City, and are authorized pursuant to the provisions of the
Government Code of the Sate of California for the purpose of financing the acquisition and
construction of a new library in the City. The issuance of the Bonds was authorized by a vote of
more than two-thirds of the electors of the City voting at a special municipal election held on
March 5, 2002.
SECURITY: The Bonds are general obligations of the City, and the City has the power
and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon
upon all property within the City subject to taxation by the City. The City has covenanted in the
Bond Resolution to direct the County of San Diego to collect such ad valorem taxes in such
amounts and at such times as is necessary to ensure the timely payment debt service on the
Bonds.
CONTINUING DISCLOSURE: In order to assist bidders in complying with S.E.C. Rule
15c2-12(b)(5), the City will undertake, pursuant to a Continuing Disclosure Certificate or
Agreement, to provide annual reports and notices of certain events. A description of this
undertaking is set forth in the Continuing Disclosure Certificate appended to the preliminary
Official Statement and also to be appended to the final Official Statement.
TAX-EXEMPT STATUS: In the opinion of Jones Hall, A Professional Law Corporation,
Bond Counsel to the City, interest on the Bonds is excluded from gross income for federal
income tax purposes and is not an item of tax preference for purposes of the federal individual
and corporate alternative minimum taxes, although it is included in certain income and
earnings in computing the alternative minimum tax imposed on certain corporations. In the
further opinion of Bond Counsel, such interest is exempt from California personal income taxes.
In the event that prior to the delivery of the Bonds (a) the interest on other obligations of the
same type and character shall be declared to be taxable (either at the time of such declaration or
at any .further date) under any federal income tax laws, either by the terms of such laws or by
ruling of a federal income tax authority or official which is followed by the Internal Revenue
Service, or by decision of any federal court, or (b) any federal income tax law is adopted which
will have a substantial adverse effect upon owners of the Bonds as such, the successful bidder
for the Bonds may, at its option, prior to the tender of the Bonds, be relieved of its obligation
under the contract to purchase the Bonds, and in such case the deposit accompanying its
proposal will be returned.
LEGAL OPINION: The legal opinion of Jones Hall, A Professional Law Corporation, San
Francisco, California, approving the validity of the Bonds will be furnished to the purchaser of
the Bonds without cost. A copy of the legal opinion, certified by the official in whose office the
original is filed, will be printed on or attached to each Bond at the expense of the City.
FURTHER INFORMATION: A copy of the preliminary Official Statement describing the
Bonds, and any other information concerning the proposed financing, will be furnished upon
Exhibit A
Page 3
request to the financial advisor to the City, Stone & Youngberg LLC, 4350 La Jolla Village Drive,
Suite 140, San Diego, CA 92122, telephone (858) 795-8703.
TERMS OF SALE
FORM OF BID: Each bid must be for not less than all of the Bonds hereby offered for
sale. The purchase price to be paid for the Bonds may not be less than the par value thereof and
accrued interest thereon to the delivery date.
ELECTRONIC BIDS: Solely as an accommodation to bidders, electronic bids may be
submitted electronically via PARITY® in accordance with this Official Notice of Sale until 10:00
a.m. California time, and no bid will be received after such time. To the extent any instructions
or directions set forth in PARITY® conflict with this Notice, the terms of this Notice shall
control.
WARNING REGARDING ELECTRONIC BIDS: The City will accept bids in
electronic form solely through PARITY® on the Official Bid Form created for such purpose.
Each bidder submitting an electronic bid understands and agrees by doing so that it is solely
responsible for all arrangements with PARITY®, that the City neither endorses nor
explicitly encourages the use of PARITY®, and that PARITY® is not acting as an agent of the
City. Instructions and forms for submitting electronic bids must be obtained from
PARITY®, and the City assumes no responsibility for ensuring or verifying bidder
compliance with the procedures of PARITY®. The City shall assume that any bid received
through PARITY® has been made by a duly authorized agent of the bidder. For further
information about PARITY®, potential bidders may contact Dalcomp/i-Deal LLC at 40 West
23rd Street, New York, New York 10004; Telephone: (212) 404-8102.
The City will use its best efforts to accommodate electronic bids. However, the City,
the City's Financial Advisor and the City's Bond Counsel assume no responsibility for any
error contained in any bid submitted electronically, or for failure of any bid to be
transmitted, received or opened at the official time for receipt of bids. The official time for
receipt of bids will be determined by the City at the place of bid opening, and the City shall
not be required to accept the time kept by PARITY® as the official time.
In the event of a malfunction in the electronic bidding process, bidders should
submit their bids on the Official Bid Form attached hereto by facsimile to: (858) 452-6131.
FACSIMILE BIDS: A bidder may submit its bid by telefax, provided that such telefax
and the good faith deposit (described below) must be received at the place and by the time set
for receipt of bids. Neither the City nor the financial advisor take any responsibility for any
difficulties in receiving fax transmittals prior to the deadline for receipt of bids. The fax
number to be used for this purpose is (858) 452-6131.
WARNING REGARDING FACSIMILE BIDS: A bid submitted by facsimile
transmission will not be accepted unless, at the deadline for submission of bids, the entire
bid form has been completely received and ejected by the receiving fax machine and the
Exhibit A
Page 4
interest rates, total purchase price, and name and signature of the bidder are clearly legible
by that time. Neither the City, the City's Financial Advisor, nor the City's Bond Counsel
shall be responsible for, and the bidder expressly assumes the risk of, any incomplete,
illegible or untimely bid submitted by such bidder by facsimile transmission, including,
without limitation, by reason of garbled transmission, mechanical failure, engaged
telephone or telecommunications lines at the place of bid opening, or any other cause for
rejection arising out of any bidder's election to deliver its bid by facsimile. The City retains
absolute discretion to determine whether a facsimile bid is timely, legible and complete.
DESIGNATION OF INTEREST RATES: Bidders must specify the rate or rates of interest
per annum, and the same rate or rates may be repeated as desired; provided, however:
i. No interest on any maturity may exceed 7 percent per annum;
ii. The difference between the highest and lowest interest rates of the Bonds may
not exceed 4 percent;
iii. The net interest cost on the Bonds may not exceed 6 percent;
iv. Each interest rate specified must be a multiple of 1/8 or 1/20 of 1 percent;
v. No maturity shall bear more than one rate of interest;
vi. Each Bond shall bear interest from its date to its stated maturity date at the
interest rate specified in the bid; and
vii. All Bonds of the same maturity shall bear the same rate of interest.
Interest on each Bond shall be computed from its delivery date (expected to be May 15,
2003), to its stated maturity at the interest rate specified in the bid, payable on the interest
payment dates as set forth above.
DETERMINATION OF BEST BID: The Bonds will be awarded to the responsible bidder
whose bid produces the lowest net interest cost on the Bonds. The lowest net interest cost will
be determined by computing the total amount of interest payable on the Bonds from their
delivery date to their respective maturity dates calculated solely on the basis of the Bonds
offered in this Notice, and deducting from such total the amount of premium offered, if any.
The purchaser must pay accrued interest, computed on a 360-day year basis consisting of
twelve 30-day months, from the date of the Bonds to the date of delivery.
RIGHT TO REJECT ANY BID: The City reserves the right, in its discretion, to reject any
and all proposals and to waive any irregularity or informality m any proposal.
TIME OF AWARD: Following the receipt of bids the Finance Director will take formal
action either rejecting all bids or awarding the sale of the Bonds to the bidder whose proposal is
the best responsible proposal determined in accordance herewith. Notice of the award will be
given in writing to the successful bidder not later than 26 hours from the time proposals are
received.
PAYMENT OF ISSUANCE COSTS: The successful bidder will be required to pay
$75,000 in costs of issuance of the Bonds from underwriter's gross compensation at the time
of delivery of the Bonds. This amount should not be added to the price paid for the Bonds.
Payment of this amount is not optional, and is in addition to any premium for a policy of
Exhibit A
Page 5
municipal bond insurance. See "Bond Insurance below. Therefore, bidders should include
payment of such costs in calculating their bids.
DELIVERY AND PAYMENT: Delivery of the definitive Bonds will be made to the
purchaser upon the issuance thereof, which is expected to occur on or about May 15, 2003.
Payment for the Bonds must be made by wire transfer of Federal Reserve Bank funds, or
Federal Reserve Bank funds check, which is immediately available to the City on the date of
delivery. Any expense in providing immediately available funds shall be borne by the
purchaser.
RIGHT OF CANCELLATION: The purchaser shall have the right, at its option, to cancel
the contract of purchase if the City fails to execute the Bonds and tender the same for delivery
within 60 days from the date of award thereof, and in such event the accompanying good faith
deposit will be returned.
GOOD FAITH DEPOSIT: A certified or cashier's check drawn on a responsible bank or
trust company having an office in Los Angeles or San Francisco, California, in the amount of
$60,000, payable to the order of the City, must accompany each proposal as a guaranty that the
bidder, if successful, will accept and pay for the Bonds in accordance with the terms of its
proposal.
Any good faith deposit made by wire transfer must be credited to the City's account and
available to the City by 3:00 P.M. (Pacific Time) on the bid date. Each bidder shall include wire
instructions in the bid in the event such bid is unsuccessful. The City will promptly return, by
wire transfer, funds deposited in its account by unsuccessful bidders to the account number
identified in such wire instructions. The City will deduct from each good faith deposit made by
wire transfer by an unsuccessful bidder any cost of returning the money by wire transfer to
each unsuccessful bidder.
As an additional alternative, a bidder may submit or have submitted a Financial Surety
Bond in the amount of $60,000. If a Financial Surety Bond is issued, it must be from an
insurance company licensed to issue such a bond in the State of California, and such bond must
be submitted to the City or its Financial Advisor prior to the opening of the bids. If the Bonds
are awarded to a bidder utilising a Financial Surety Bond, then the purchaser is required to
submit its good faith deposit to the City in the form of a certified or cashier's check (or wire
transfer such amount as indicated above) by not later than 3:00 P.M. (Pacific Time) on the next
business day following the receipt of bids. If such deposit is not received by that time, the
Financial Surety Bond may be drawn by the City to satisfy the deposit requirement.
The good faith deposit accompanying any accepted proposal will be cashed by the City
following the award to the successful bidder. The amount will be applied as a credit towards
the payment of the purchase price by the successful bidder. If after the award of the Bonds, the
successful bidder fails to complete its purchase on the terms stated in its proposal, the full
amount of the good faith deposit will be retained by the City.
Any check accompanying unaccepted proposals will be made available for recovery by
each unsuccessful bidder as soon as the successful bid has been verified. No interest will be
paid upon any good faith check or deposit held or deposited by the City.
Exhibit A
Page 6
BOOK -ENTRY ONLY: The Bonds will be issued in book -entry form only, initially
registered in the name of Cede & Co., as nominee of The Depository Trust Company, New
York, New York ("DTC"). Individual purchases will be made in the denominations described
above under the caption "SCHEDULE OF MATURITIES". Payments of principal and interest
to DTC shall be the responsibility of the Paying Agent and disbursement of such payments to
the beneficial owners shall be the responsibility of DTC's direct -participants or indirect
participants. The fees and charges of DTC shall be borne by the winning bidder.
STATEMENT OF NET INTEREST RATE: Each bidder is requested, but not required, to
state in its proposal the percentage net interest rate represented by its proposal, determined as
described above, which shall be considered as informative only and not binding on either the
bidder or the City.
BOND INSURANCE: The City has made application for municipal bond insurance
relating to the Bonds. If a commitment for insurance is issued, the City will inform prospective
bidders prior to the time specified herein for the receipt of proposals. In such case, bidders on
the Bonds may elect to purchase such insurance at their own expense. Each bidder is required
to indicate on its bid whether insurance is being purchased.
RATING: The City has applied for a rating from Standard & Poor's Ratings Services.
Information on such rating may be obtained from the Finance Director. The City shall pay the
fee for such rating. Any additional ratings desired by the purchaser of the Bonds, as well as any
fees associated with such additional ratings, shall be the sole responsibility of the purchaser.
CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a
condition to the delivery of the Bonds by the City, to deliver to the City a certificate, in form
and substance satisfactory to the City, stating (i) that, as of the date of award, the Bonds were
expected to be reoffered in a bona fide public offering, (ii) the initial offering price at which a
substantial amount (at least 10%) of each maturity of the Bonds were sold to the public, and (iii)
that no Bonds of a single maturity were offered at one price to the general public and at a
discount from that price to institutional or other investors.
CUSIP NUMBERS: It is anticipated that CUSIP numbers will be printed on the Bonds,
but neither the failure to print such numbers on any Bonds nor any error with respect thereto
will constitute cause for a failure or refusal by the purchaser to accept delivery of and pay for
the Bonds in accordance with the terms hereof. All expenses in relation to the printing of
CUSIP numbers on the Bonds will be paid for by the City; provided, however, that the CUSIP
Service Bureau charge for the assignment of said numbers will be the responsibility of and shall
be paid for by the purchaser. The successful bidder shall also be required to pay all fees
required by The Depository Trust Company, the Bond Market Association, the Municipal
Securities Rulemaking Board, and any other similar entity imposing a fee in connection with
the issuance of the Bonds.
CALIFORNIA DEBT ADVISORY COMMISSION FEES: All fees payable to the California
Debt and Investment Advisory Commission in connection with the issuance of the Bonds shall
be the responsibility of the purchaser of the Bonds.
Exhibit A
Page 7
NO LITIGATION: There is no litigation pending concerning the validity of the Bonds,
the corporate existence of the City of National City, or the entitlement of the officers thereof to
their respective offices, and the purchaser will be furnished a no -litigation certificate certifying
to the foregoing as of and at the time of delivery of the Bonds.
OFFICIAL STATEMENT: The City has approved a preliminary Official Statement
relating to the Bonds. Copies of such preliminary Official Statement will be distributed to any
bidder, upon request, prior to the sale in a form "deemed final" by the City for purposes of Rule
15c2-12 under the Securities Exchange Act of 1934 (the "Rule"). Within seven business days
from the sale date, the City will deliver to the purchaser up to 75 copies of the final Official
Statement, executed by an authorized representative of the City and dated the date of delivery
thereof to the purchaser, in sufficient number to allow the purchaser to comply with paragraph
(b)(4) of the Rule and to satisfy the Municipal Securities Rulemaking Board (the "MSRB") Rule
G-32 or any other rules adopted by the MSRB, which shall include information permitted to be
omitted by paragraph (b)(1) of the Rule and such other amendments or supplements as shall
have been approved by the City (the "Final Official Statement"). The purchaser agrees that it
will not confirm the sale of any Bonds unless the confirmation of sale is accompanied or
preceded by the delivery of a copy of the final Official Statement.
CONTINUING DISCLOSURE CERTIFICATE: The City's Continuing Disclosure
Certificate (substantially in the form appended to the Official Statement) will be furnished to
the purchaser at the time of delivery of the Bonds as a condition precedent to the purchaser's
obligation to accept and pay the purchase price for the Bonds.
Dated: April 16, 2003 CITY OF NATIONAL CITY
By /s/
City Clerk
Exhibit A
Page 8
OFFICIAL BID FORM
PROPOSAL FOR THE PURCHASE OF
$6,000,000
CITY OF NATIONAL CITY
GENERAL OBLIGATION BONDS, ELECTION OF 2002, SERIES A
NAME OF FIRM SUBMITTING BID:
(if bid is being faxed)
TO: City of National City
c/o Stone & Youngberg LLC
4350 La Jolla Village Drive, Suite 140
San Diego, CA 92122
FAX: (858) 452-6131
Ladies and Gentlemen:
April 24, 2003
We offer to purchase the $6,000,000 City of National City General Obligation Bonds,
Election of 2002, Series A, in the principal amounts, in such denominations, maturing on
August 1 in the years and bearing interest as follows:
Maturity Date Principal Interest Maturity Date Principal Interest
(August 1) Amount Rate (August 1) Amount Rate
2004 2017
2005 2018
2006 2019
2007 2020
2008 2021
2009 2022
2010 2023
2011 2024
2012 2025
2013 2026
.2014 2027
2015 2028
2016
and to pay therefore the principal amount thereof, plus a premium of $
Each interest rate bid is not more than 4% higher than the interest rate on any other
maturity. Each interest rate bid is a multiple of 1/8 or 1/20 of 1%. The maximum interest rate
coupon bid does not exceed 7.00% per annum. No Bond bears more than one rate and all bonds of
the same maturity bear the same interest rate. Each Bond bears interest at the interest rate specified
in the bid from its dated date to its maturity date.
Exhibit A
Page 9
Bonds maturing in & are hereby designated as
term bonds and are subject to mandatory redemption beginning in
We have elected to obtain a policy of municipal bond insurance provided by
all costs of which shall be our sole responsibility.
This proposal is made subject to all the terms and conditions of the Official Notice of
Sale of said Bonds dated April 16, 2003, all of which terms and conditions are made a part
hereof as fully as though set forth in full in this proposal.
This proposal is subject to acceptance, in whole or in part, within twenty-six (26) hours
after the expiration of the time for the receipt of proposals, as specified in said Official Notice of
Sale.
We understand that in addition to the total purchase price bid stated above, we will be
required to pay $75,000 in costs of issuance of the Bonds on behalf of the City (this amount
being in addition to any premium paid for a policy of municipal bond insurance) from
underwriter's gross compensation at the time of delivery of the Bonds.
(Cross out those which do not apply)
1. There is enclosed herewith a certified or cashier's check for $60,000 payable to the
order of the City of National City; or
2. A Financial Surety Bond has been submitted.
We hereby request that printed copies of the Final Official Statement (not to exceed
75 copies) pertaining to the Bonds be furnished us in accordance with the terms of said Official
Notice of Sale.
Following is our computation of the net interest cost, net interest rate, and true interest
rate which is not a part of the bid and is to be considered informative only:
Total Interest: $
Less Premium $
Net Interest Cost: $
Net Interest Rate:
True Interest Rate
Respectfully submitted,
Name:
Exhibit A
Page 10
By:
Address:
Phone:
Following is a list of the members of our account on whose behalf this bid is made:
Exhibit A
Page 11
EXHIBIT B
FORM OF BOND
R- $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
CITY OF NATIONAL CITY
GENERAL OBLIGATION BOND,
ELECTION OF 2002, SERIES A
INTEREST RATE:
MATURITY DATE:
DATED DATE:
May 15, 2003
REGISTERED OWNER:
CUSIP:
PRINCIPAL SUM: DOLLARS
The CITY OF NATIONAL CITY, a general law city and municipal corporation, duly
organized and existing under and by virtue of the Constitution and laws of the State of
California (the "City"), for value received hereby promises to pay to the Registered Owner
stated above, or registered assigns (the "Owner"), on the Maturity Date stated above (subject to
any right of prior redemption hereinafter provided for), the Principal Sum stated above, in
lawful money of the United States of America, and to pay interest thereon in like lawful money
from the Interest Payment Date (as hereinafter defined) next preceding the date of
authentication of this Bond (unless (i) this Bond is authenticated on an Interest Payment Date,
in which event it shall bear interest from such date of authentication, or (ii) this Bond is
authenticated prior to an Interest Payment Date and after the close of business on the fifteenth
(15th) day of the month preceding such Interest Payment Date, in which event it shall bear
interest from such Interest Payment Date, or (iii) this Bond is authenticated on or before
January 15, 2004, in which event it shall bear interest from the Dated Date stated above;
provided, however, that if at the time of authentication of this Bond, interest is in default on this
Bond, this Bond shall bear interest from the Interest Payment Date to which interest has
previously been paid or made available for payment on this Bond) until payment of such
Principal Sum in full, at the Interest Rate per annum stated above, payable on February 1 and
August 1 in each year, commencing February 1, 2004 (the "Interest Payment Dates"), calculated
on the basis of 360-day year comprised of twelve 30-day months. Principal hereof and
premium, if any, upon early redemption hereof are payable at the corporate trust office of
Union Bank of California (the "Paying Agent"), in Los Angeles, California. Interest hereon
(including the final interest payment upon maturity or earlier redemption) is payable by check
Exhibit B
Page 1
or draft of the Paying Agent mailed to the Owner at the Owner's address as it appears on the
registration books maintained by the Paying Agent as of the close of business on the fifteenth
(15th) day of the month next preceding such Interest Payment Date, or at such other address as
the Owner may have filed with the Paying Agent for that purpose; provided that at the written
request of the Owner of at least $1,000,000 aggregate principal amount of the Bonds, which
written request is on file with the Paying Agent as of any Record Date, interest on such Bonds
shall be paid on the succeeding Interest Payment Date by wire transfer of the Paying Agent to
such account as shall be specified in such written request.
This Bond is one of a duly authorized issue of bonds of the City designated as "City of
National City General Obligation Bonds, Election of 2002, Series A" (the "Bonds"), in an
aggregate principal amount of Six Million Dollars ($6,000,000), all of like tenor and date (except
for such variation, if any, as may be required to designate varying numbers, maturities, interest
rates or redemption and other provisions) and all issued pursuant to the provisions of Chapter
4 of Division 4 of Title 4 of the California Government Code, commencing with section 43600 of
said Code (the "Act"), and pursuant to a resolution adopted by the City Council of the City on
April 1, 2003 (the "Resolution") authorizing the issuance of the Bonds. Reference is hereby
made to the Resolution (copies of which are on file at the office of the City Clerk) and the Act
for a description of the terms on which the Bonds are issued and the rights thereunder of the
owners of the Bonds and the rights, duties and immunities of the Paying Agent and the rights
and obligations of the City thereunder, to all of the provisions of which Resolution the Owner
of this Bond, by acceptance hereof, assents and agrees.
The Bonds have been issued by the City to finance the acquisition and construction of a
new library in the City.
This Bond and the interest hereon and on all other Bonds and the interest thereon (to the
extent set forth in the Resolution) are general obligations of the City and the City has the power
and is obligated to levy ad valorem taxes for the payment of the Bonds and the interest thereon
upon all property within the City which is subject to taxation by the City. The City has
covenanted in the Bond Resolution to direct the County of San Diego to collect such ad valorem
taxes in such amounts and at such times as is necessary to ensure the timely payment debt
service on the Bonds.
The Bonds maturing on or before August 1, 2012, are non -callable. The Bonds maturing
on or after August 1, 2013, are subject, at the option of the City, to call for redemption prior to
their stated maturities on any date, on or after August 1, 2012, at the election of the City either
in inverse order of maturity or on a pro rata basis among maturities, and in all cases by lot
within any one maturity, upon payment of a redemption price equal to the principal amount to
be redeemed and accrued interest to the date fixed for redemption, without premium.
As provided in the Resolution, notice of redemption shall be given by the Paying Agent
by first class mail, not less than thirty (30) nor more than sixty (60) days prior to the redemption
date, to the respective owners of any Bonds designated for redemption at their addresses
appearing on the Bond registration books maintained by the Paying Agent, but neither failure
to receive such notice nor any defect in the notice so mailed shall affect the sufficiency of the
proceedings for redemption.
Exhibit B
Page 2
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.
The Bonds are issuable as fully registered Bonds, without coupons, in denominations of
$5,000 and any integral multiple thereof. Subject to the limitations and conditions and upon
payment of the charges, if any, as provided in the Resolution. Bonds may be exchanged for a
like aggregate principal amount of Bonds of other authorized denominations and of the same
maturity and interest rate.
This Bond is transferable by the Owner hereof, in person or by his or her attorney duly
authorized in writing, at said office of the Paying Agent in Los Angeles, California, but only in
the manner and subject to the limitations provided in the Resolution, and upon surrender and
cancellation of this Bond. Upon registration of such transfer a new Bond or Bonds, of
authorized denomination or denominations, for the same aggregate principal amount and of
the same maturity and interest rate will be issued to the transferee in exchange herefor.
The City and the Paying Agent may treat the Owner hereof as the absolute owner
hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to
the contrary.
The Resolution may be amended without the consent of the owners of the Bonds, but
only under the circumstances and to the extent set forth in the Resolution.
It is hereby certified that all of the things, conditions and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened or have been performed in due and regular time and manner as required by the
laws of the State of California, and that the amount of this Bond, together with all other
indebtedness of the City, does not exceed any limit prescribed by any laws of the State of
California, and is not in excess of the amount of Bonds permitted to be issued under the
Resolution.
This Bond shall not be entitled to any benefit under the Resolution or become valid or
obligatory for any purpose until the Certificate of Authentication hereon shall have been
manually signed by the Paying Agent.
Unless this certificate is presented by an authorized representative of The Depository
Trust Company; a New York corporation ("DTC"), to the City or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
Exhibit B
Page 3
IN WITNESS WHEREOF, the City of National City has caused this Bond to be executed
in its name and on its behalf with the facsimile signatures of its Mayor and its City Treasurer
and attested to by the facsimile signature of its City Clerk and its seal to be reproduced hereon,
all as of the Issue Date stated above.
(S E A L)
ATTEST:
City Clerk
CITY OF NATIONAL CITY, CALIFORNIA
Exhibit B
Page 4
Mayor
[FORM OF PAYING AGENT'S CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the within -mentioned Resolution.
Authentication Date:
Union Bank of California, as Paying Agent
Exhibit B
Page 5
Authorized Signatory
[FORM OF ASSIGNMENT]
For value received the undersigned hereby sells, assigns and transfers unto
whose
address and social security or other tax identifying number is
, the within -mentioned Bond and hereby irrevocably
constitute(s) and appoint(s)
attorney, to transfer the same on the registration books of the Paying Agent with full power of
substitution in the premises.
Dated:
Signature Guaranteed:
Note: Signature(s) must be guaranteed by an
eligible guarantor.
Note: The signature(s) on this Assignment must
correspond with the name(s) as written on the face
of the within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Exhibit B
Page 6
EXHIBIT C
NOTICE OF INTENTION TO SELL BONDS
$6,000,000
CITY OF NATIONAL CITY
(SAND DIEGO COUNTY, CALIFORNIA)
GENERAL OBLIGATION BONDS, ELECTION OF 2002, SERIES A
NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government
Code, that the City Council of the City of National City, California, invites bids for the purchase
of $6,000,000 aggregate principal amount of City of National City (San Diego County,
California) General Obligation Bonds, Election of 2002, Series A (the "Bonds"). Bids will be
received on
THURSDAY, APRIL 24, 2003
at 10:00 A.M., at the office of Stone & Youngberg LLC, 4350 La Jolla Village Drive, Suite
140, San Diego, CA 92122 (the "Financial
Financial Advisor"); provided, that the City reserves the right
to postpone or change the saledate upon 24 hours notice delivered via Thomson Municipal
Market Monitor (www.tm3.com) or Bloomberg Financial Markets. Bids will be received
electronically, via PARITY®, and via facsimile. The sale will be awarded by the Finance
Director of the City within 26 hours after the expiration of the time prescribed for the receipt of
bids. The sale of the Bonds will be conducted upon the terms and conditions set forth in the
Official Notice of Sale for the Bonds. Such Official Notice of Sale and the Preliminary Official
Statement describing the Bonds will be distributed to prospective bidders by the Financial
Advisor, telephone (858) 795-8703.
Dated: April 10, 2003
[TO BE SENT BY JONES HALL FOR PUBLICATION IN THE BOND BUYER ON APRIL 10, 2003]
Exhibit C
Page 1