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HomeMy WebLinkAbout6218 RESOLUTION NO. 6218 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, PROVIDING FOR THE ISSUANCE OF ITS SERIES A OF 2001 GENERAL OBLIGATION BONDS (POLICE STATION PROJECT) IN THE AMOUNT OF EIGHT MILLION DOLLARS ($8,000,000) FOR POLICE STATION USES WHEREAS, pursuant to the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et ~.), as amended. and pursuant to Ordinance No. 2111 adopted by the City Cou,nci! of the City of Arcadia on August 3, 1999 (the "Ordinance") and Resolution No. 6131 adopted by the City Council of the City on August 3, 1999, a special election was duly and regularly held on the 2nd day of November, 1999, in that territory included within the boundaries of the City (the "Election") at which Election there was submitted to the qualified voters of said City the following: PROPOSITION: Shall the City of Arcadia incur a bonded indebtedness in the principal amount of$8,OOO,000 for the . construction and completion of the following municipal improvement, to wit: police station in the Arcadia Civic Center, including facilities for emergency operations, police dispatch and 911 emergency communications, detective bureau, records, police laboratory, jail facility, evidence storage and other works, property or structures for efficient, effective law enforcement necessary for said City Police Station? and WHEREAS, more than two-thirds of the votes cast at the Election were in favor of and assented to the incurring of such indebtedness, and all and singular the requirements of the Constitution and laws o~the State of California have been complied with in the holding of the Election, and the City Council of the City was, as of the date of the Election, and is now authorized and empowered to provide for the form of bonds of the City and for the issuance thereof, exclusively for the purpose provided for in the aforesaid Ordinance and resolution, payable, principal and .. DOCSOC\802688vJ\24217.0002 6218 interest, from taxes levied exclusively upon the taxable property within the City as permitted or required by law; and WHEREAS, it is found and determined by this City Council that the best interests of the City would be served by proceeding according to the provisions of the City Charter and Chapter 4 of Division 4 of Title 4 ofthe California Government Code (Sections 43600 et sell.) to issue bonds (the "Bonds") for the purpose of financing the police station project; and WHEREAS, the City Council has determined that BNY Western Trust Company shall act as the initial paying agent for the Bonds subsequent to the adoption of this Resolution; NOW, THEREFORE, the City Council of the City of Arcadia, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: SECTION 1. Each of the above recitals is true and correct. SECTION 2. The issuance of the Series A of2001 General Obligation Bonds is hereby approved and such Bonds shall mature on the dates and pay interest at the rates set forth in and all other provisions of the Bonds shall be governed by the terms arid conditions of a Supplement to this Resolution to be prepared by Bond Counsel to the City and executed by the Mayor of the City, or his written designee, which Supplement to Resolution shall be in the form attached hereto as Exhibit A, together with such additions thereto and changes therein as Bond Counsel and the City Manager , deem necessary. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Supplement to Resolution by the Mayor or designated City officer. SECTION 3. The City Manager of the City, or his written designee, is hereby authorized and directed to enter into an~ agreements or take any actions necessary to achieve the purposes ofthis Resolution, including without limitation, a continuing disclosure agreement, substantially in the form presented at this meeting, together with such additions thereto and changes therein as Bond Counsel 2 DOCSOC\802688v3\24217.0002 6218 and the City Manager deem necessary. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Supplement to Resolution by the Mayor or designated City officer. PASSED, APPROVED AND ADOPTED this 3rd day of April ,2001 #/1. f/tMM May I' of the C y of Arc~dia ATTEST: APPROVED AS TO FORM: , ~p.~ City Attorney 3 DOCSOC\802688v3\24217.0002 6218 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS: CITY OF ARCADIA ) I, JUNE D. ALFORD, City Clerk of the City of Arcadia, hereby certifies that the foregoing Resolution No. 6218 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 3rd day of April, 2001 and that said Resolution was adopted by the following Yote, to wit: AYES: Councilmember Chandler, Chang, Marshall, Segal and Koyacic NOES: None ABSENT: None C 4 6218 SUPPLEMENT TO RESOLUTION NO. 62 I 8 GOVERNING TERMS OF THE $8,000,000 SERIES A OF 200 I GENERAL OBLlGA nON BONDS OF THE CITY OF ARCADIA (POLICE STATION PROJECT) Dated as ofJune 1,2001 SUPPLEMENT TO RESOLUTION NO. 62 I 8 THIS SUPPLEMENTAL RESOLUTION NO. 6218 executed as of this 1st day of June, 2001 governs the terms of the Series A of2001 General Obligation Bonds of the City of Arcadia (Police Station Project). RECITALS: WHEREAS, pursuant to the provisions of the City Charter of the City and Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et ~.), as amended, and pursuant to Ordinance No.2 I I I adopted by the City Council of the City of Arcadia on August 3, 1999 (the "Ordinance") and Resolution No. 6131 adopted by the City Council of the City on August 3, 1999, a special election was duly and regularly held on the 2nd day of November 1999, in that territory inc1udedwithin the boundaries of the City (the "Election") at which Election there was submitted to the qualified voters of said city the following: PROPOSITION: Shall the City of Arcadia incur a bonded indebtedness in the principal amount of $8,000,000 for the construction and completion of the following municipal improvement, to wit: police station in the Arcadia Civic Center, including facilities for emergency operations, police dispatch and 911 emergency communications, detective bureau, records, police laboratory, jail facility, evidence storage and other works, property or structures for efficient, effective law enforcement necessary for said City Police Station? and _ DOCSOC\B02993v3\24217.0002 WHEREAS, more than two-thirds of the votes cast at the Election were in favor of and assented to the incurring of such indebtedness, and all and singular the requirements of the Constitution and laws of the State of California have been complied with in the holding of the Election, and the City Council of the City was, as of the date of the Election, and is now authorized and empowered to provide for the form of bonds of the City and for the issuance thereoffor the purpose and objects provided for in the aforesaid Ordinance and resolution, payable, principal and interest, from taxes levied exclusively,upon the taxable property within the City as permitted or required by law; and WHEREAS, it is found and determined by this City Council that the best interests of the City would be served by proceeding with the authorization of the issuance of general obligation bonds of the City according to the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.) (the "Bonds") for the purpose of financing the construction of the police station project approved by the voters (the "Project"); NOW, THEREFORE, in OTder to establish the terms and conditions upon and subject to which the Series A of200l General Obligation Bonds (the "Series A of2001 Bonds" or the "Bonds") are to be issued, and in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Series A of200l Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the City does hereby covenant and agree, for the benefit of the Owners of the Series A of2001 Bonds, as follows: SECTION I. Definitions. Unless the context clearly otherwise requires the following terms shall have the respective meanings ascribed to them in this Section I: 2 DOCSOCI802993v3\24217.0002 Administrative Services Director. The term "Administrative Services Director" means the person responsible for the Finance Office of the City, appointed by the City Manager from time to time pursuant to the City Charter. Authorized Investments. The term "Authorized Investments" means any investment in which funds of the City may be legally invested pursuant to State of California Government Code Section 53635. Bond Counsel. The term "Bond Counsel" means an attorney or firm of attorney of nationally recognized standing in matters pertaining to the tax-exempt status of interest on bonds issued by states and their political subdivisions. Bonds or Series A of2001 Bonds. The term "Bonds" or "Series A of2001 Bonds" means the $8,000,000 Series A of2001 General Obligation Bonds of the City of Arcadia (Police Station Project). Bond Year. The term "Bond Year" means the twelve (12) month period commencing on June 2 and ending on the following June I, except that the first Bond Year shall commence on the date on which the bonds are issued and end on June I, 2001. Closing Date. The term "Closing Date" is the date the bonds are delivered to the initial purchaser thereo[ Code. lihe term "Code" means the Internal Revenue Code of 1986, as amended, and any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. 3 DOCSOC\802993v3\24217.0002 Computation Year. The term "Computation Year" means, with respect to the Bonds, the period beginning on the Delivery Date and ending on June 1,2001 and each l2-month period ending on June I thereafter until there are no longer any Bonds. Depository. The term "Depository" means (a) initially, DTC, and (b) any other Securities Depository acting as Depository under this Indenture. Depository System Participant. The term "Depository System Participant" means any participant in the Depository's book-entry system. DTC. The term "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. Interest Payment Date. The term "Interest Payment Date" means each August I and February I, commencing February I, 2002. . Owner. The term "owners or "Bond owner" or "owner of Bonds" or any similar term, when used with respect to the Bonds, means any person in whose name a Bond is registered in the books of registration maintained by the Paying Agent. Paying Agent. The term "Paying Agent" means that entity so designated from time to time by the City Council of the City. The initial Paying Agent shall be BNY Western Trust Company. Participants. The term "Participants" means those broker-dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository. Rebate Regulations. The term "Rebate Regulations" means the Treasury Regulations issued under Section l48( f) of the Code. 4 DOCSOC\802993v3\24217.0002 Record Date. The term "Record Date" shall mean the fifteenth day of the month preceding an Interest Payment Date. Resolution. The term "this Resolution" shall mean, collectively, Resolution No. 6218 of the City Council, together with this Supplement to Resolution. Tax Certificate. The term "Tax Certificate" shall mean that certain certificate of such name executed by the City on the Closing Date with respect to the Bonds. Treasurer. The term "Treasurer" means the Treasurer of the City. SECTION 2. Authorization to Issue. Bonds of the City in the sum of$8,000,000 shall be issued for the purpose stated in the proposition set out in the recitals hereof. Said Bonds are further issued pursuant to the provisions of the City Charter of the City and Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.). Said Bonds shall be designated the "SERIES A OF 200 I GENERAL OBLIGATION BONDS OF THE CITY OF ARCADIA (Police Station Project)." The Series A of2001 Bonds shall be issued in the form of fully registered bonds in the denomination of $5,000 each or any whole multiple thereof and shall mature on the dates and in the amounts for each of the years as follows: 5 DOCS0Cl802993v3\24217.0002 Year (August 1) Principal Amount Coupon 2000 2001 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 , The Bonds shall bear interest at a rate or rates to be hereafter fixed, but not to exceed twelve percent (12%) per annum, from the Closing Date, payable on February I, 2002 and thereafter semiannually on each August I and February 1. Each Bond shall bear interest until its principal sum has been paid; provided, however, that if funds are available for the payment thereof on such Bonds 6 DOCSOC\B02993v3\24217.0002 applicable maturity date, in full accordance with the terms of this Resolution, such Bond shall then cease to bear interest. The Bonds shall be numbered No.1 and upwards and shall be dated as of the date of their authentication, except that Bonds issued upon exchanges and transfers of other Bonds shall be dated so that no gain or loss of interest shall result from the exchange or transfer. Interest on each Bond shall be paid by the Paying Agent by check or draft mailed by first class mail, postage prepaid, on the Interest Payment Date to the Owner as his/her name and address appear on the register kept by the Paying Agent at the close of business on the applicable Regular Record Date. At the request of any owner of at least $1,000,000 in aggregate principal amount of Bonds, interest on the Bonds will be paid by wire transfer in immediately available funds if such request is made at least fifteen days before the Regular Record Date for such payment, any such designation to remain in effect until withdrawn. Each Bond shall bear interest from the Interest Payment Date next preceding the date of authentication with respect to which interest has been paid or provided for (unless (i) the date of authentication is prior to the first Regular Record Date, in which event from the Closing Date, (ii) the date of authentication is after a Regular Record Date and before the following Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it shall bear interest from such date) until the principal hereof shall have been paid. $ of proceeds of the Bonds ($8,000,000 aggregate principal amount less $ Underwriter's discount) shall be disbursed, as follows: $ to the Acquisition and Construction Fund for payment of Costs ofIssuance $ to the Acquisition and Construction Fund for payment of project costs 7 DOCSOC\802993v3\242 I 7.0002 $ to the Escrow Agent for deposit in the Escrow Fund created and maintained by the Escrow Agent pursuant to the Escrow Agreement $ TOTAL SECTION 3. Place of Payment. The Bonds shall be payable in lawful money of the United States of America upon surrender thereof at the principal corporate trust office of the Paying Agent in Los Angeles, Califof11ia. SECTION 4. Paying Agent. The initial Paying Agent for the Bonds shall be BNY Western Trust Company, Los Angeles, California. SECTION 5. Form of Bonds. The Bonds shall be substantially in the form attached hereto as Exhibit "A." Such form is hereby approved and adopted as the form of the Bonds and of the redemption, exchange, registration and assignment provisions pertaining to them, with necessary or appropriate variations, omissions, and insertions, as permitted or required by this Resolution. Any Bonds issued pursuant to this Resolution may be initially issued in temporary form exchangeable for definitive Bonds when the same are ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, shall be in fully registered form and may contain references to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the City and be issued by the Paying Agent upon the same conditions and in substantially the same form and manner , as the definitive fully registered bonds. If the City issues temporary Bonds, it will execute and furnish definitive Bonds without delay, and, thereupon, the temporary Bonds shall be surrendered for cancellation at the principal office ofthe Paying Agent in Los Angeles, California, or at such other place in California as the City may approve. The Paying Agent shall deliver in exchange for the surrendered temporary Bonds an equal aggregate principal amount of definitive Bonds of authorized 8 OOCSOC\802993v3\24217.0002 denominations of this same issue. Until exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as definitive Bonds of this same issue. SECTION 6. Execution and Authentication of the Bonds. The Bonds shall be signed on behalf of the City by its Mayor and by its Treasurer by facsimile signatures and by its City Clerk by facsimile signature, and the seal of the City shall be impressed, imprinted or reproduced thereon. The foregoing officers are hereby authorized and directed to sign the Bonds in accordance with this Section. If any City officer whose facsimile signature appears on the Bonds ceases to be an officer before delivery of the Bonds, his or her signature is as effective as ifhe or she had remained in office. The Paying Agent shall authenticate the Bonds on registration and/or exchange to effectuate the registration arid exchange provisions set forth in this Section 5; and only those Bonds that have endorsed on them a certificate of authentication, substantially in the form set forth in the form of Bond, duly executed by the Paying Agent, shall be entitled to any rights, benefits or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until the certificate of authentication thereon has been duly executed by the Paying Agent. The certificate of the Paying Agent upon any Bond shall be conclusive and the only evidence required that the Bond has been duly authenticated and delivered under this Resolution. The Paying Agent's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an authorized officer of the Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder. SECTION 7. Registration, Transfers and Exchanges. Any Bond may, in accordance with its terms, be transferred, upon the registration books required to be kept by the Paying Agent, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of 9 DOCSOCI802993v3\24217.0002 such fully registered Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. Whenever any Bond or Bonds shall be surrendered for transfer, the Paying Agent shall authenticate and deliver a new Bond or Bonds of the same series and maturity, for the like aggregate principal amount of Bond or Bonds surrendered. Bonds may be exchanged at the principal corporate trust office of the Paying Agent in Los Angeles, California, for a like aggregate principal amount of Bonds of other authorized denominations of the same series and maturity. The person, firm or corporation requesting the transfer or exchange shall pay any costs or charges in connection with the transfer or exchange as are established by the Paying Agent, in addition to paying any tax or governmental charge that may be imposed in connection with the transfer or exchange. The Paying Agent shall not be requi'red, however, to register a transfer or make an exchange of any Bond (i) during the 15 days before the selection of Bonds for redemption, or (ii) if such Bond has been called for redemption in whole or in part. SECTION 8. Registration Books. The Paying Agent will keep at its principal corporate trust office in the City of Los Angeles, California, or at such other place as the City may approve, sufficient books for the registration and transfer of the Bonds. The books shall at all times be open to inspection by the City; and, upon presentation for much purpose, the Paying Agent shall under such reasonable regulations as it may prescribe, register or transfer, or cause to be registered or transferred, on the register, the Bonds as hereinbefore provided. SECTION 9. Optional Redemption. The Bonds maturing prior to August I, _ are not subject to call and redemption prior to maturity. The Bonds maturing on or after August I, _ may 10 DOCSOCI802993v3\24217.0002 be redeemed prior to maturity at the option of the City, from any source of funds, on August 1,_ or on any Interest Payment Date thereafter, as a whole or in part among maturities, and if in part as nearly as practicable on a pro-rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued interest to the date of redemption. Redemption Dates ,August 1,_andFebruary 1,_ August I,_and February 1,_ August I, _ and thereafter Redemption Prices 102.0% 10 1.0 100.0 Ifless than all of the Bonds outstanding are to be redeemed, the portion of any Bond ofa denomination of more than $5,000 to be redeemed shall be in the principal amount of $5,000 or an integral multiple thereof, and, in selecting portions of such Bond for redemption, the Paying Agent shall treat each such Bond as representing that number of Bonds of$5,000 denominations which is obtained by dividing the principal amount of such Bond to be redeemed in part by $5,000. The Paying Agent shall promptly notify the City in writing of the Bonds, or portions thereof, selected for redemption. The Paying Agent shall further provide written notice to bondholders of all Bonds to be redeemed pursuant to this section by first class mail within sixty (60) days, but in no event later than thirty (30) days prior to the date of such redemption. The date on which the Bonds which are called for redemption are to be presented for redemption is herein sometimes called the "redemption date." The notice of~edemption shall (a) state the redemption date; (b) state the redemption price; (c) state the dates of maturity of the Bonds and, ifless than all of any such maturity is called for redemption the distinctive numbers of the Bonds of such maturity to be redeemed, and in the case of Bonds redeemed in part only, the respective portions of the principal amount thereof, to be redeemed; II DOCSOC\802993v3\24217.0002 (d) state the CUSIP number, if any, of each Bonds to be redeemed; (e) require that such Bonds be surrendered by the owners at the office of the Paying Agent; and (I) give notice that further interest on such Bonds will not accrue after the designated redemption date. The actual receipt by the owner of any Bond of notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the date fixed for redemption. At least twenty-five (25) days before the redemption date, notice shall also be given (i) registered or certified mail, postage prepaid, (ii) confirmed facsimile transmission or (iii) overnight delivery service, to The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Facsimile transmission: (516) 227-4039, (516) 227-4190 and in accordance with then current guidelines of the Securities and Exchange Commission, to any other firm or service regularly providing information with respect to the redemption of Bonds designated to the Paying Agent by the City. Prior to the time the City Council determines to call and redeem any of the Bonds, the Administrative Services Director shall establish a Redemption Fund to be described or known as the "City of Arcadia (Police Station Project) Bond Redemption Fund" and prior to or on the redemption date there must be set aside in said Redemption Fund moneys available for the purpose and sufficient to redeem as in this Supplemental Resolution provided, the Bonds designated in said notice of redemption. Said moneys must be set aside in said fund solely for that purpose and shall be applied on or after the redemption date to payment for the Bonds to be redeemed upon presentation and surrender of such Bonds, and shall be used only for that purpose. Any interest due on or prior to the 12 DOCSOC1802993v3\24217,0002 redemption date shall be paid from the Debt Service Fund as provided in Section 12 hereof. If, after all of the Bonds have been redeemed and cancelled or paid and cancelled, there are moneys remaining in said Redemption Fund, said moneys shall be transferred to the general fund of the City; provided, however, that if said moneys are part of the proceeds of refunding bonds, said moneys shall be transferred to the fund created for the payment of principal of and interest on such refunding bonds. When notice of redemption has been given, substantially as provided for herein, and when the amount necessary for the redemption of the Bonds called for redemption (principal and premium, if any) is set aside for that purpose in said Redemption Fund, as provided for herein, the Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and upon presentation and surrender of said Bonds at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price out of said Redemption Fund, and no interest will accrue on such Bonds called for redemption after the redemption date specified in such notice, and the owners of said Bonds so called for redemption after such redemption date shall look for the payment of such Bonds only to said Redemption Fund. All Bonds redeemed shall be cancelled forthwith by the Paying Agent and shall not be reissued. SECTION 10. Acquisition and Construction Fund. (a) The proceeds of the sale of the Bonds identified in Section 2 for deposit into the Acquisition and Construction Fund shall be forthwith placed in the treasury of the City to the credit of the "City of Arcadia (Police Station Project) Bond Acquisition and Construction Fund," shall be kept separate and distinct from all other City funds, and the moneys in said fund shall be applied exclusively to the acquisition and construction of the works and the payment of the costs described in the recitals hereof and in the Ordinance, including costs of issuing the Bonds, except as 13 DOCSOC\802993v3\24217.0002 provided in the provisions of Chapter 4 of Division 4 of Title 4 of the California Govemment Code (Sections 43600 et seq.), and provided further that such proceeds shall be applied solely to authorized purposes which relate to the acquisition or improvement of real property. (b) The City shall disburse moneys in the Acquisition and Construction Fund from time to time, to pay for the costs of the real property improvements set forth in this Section 10, I as well as the costs to the City of administering the expenditure of the Bond proceeds (referred to as "Project Costs"). The City shall also disburse moneys from the Acquisition and Construction Fund to pay Delivery Costs, defined below, or to reimburse the City for payment of such Delivery Costs. "Delivery Costs',' means all items of expense directly or indirectly payable by or reimbursable to the City relating to the issuance of the Bonds, including but not limited to, printing costs, word processing costs, reproduction and binding costs, legal fees and expenses, financial advisor fees and expenses, other professional consulting fees, cost of rating agencies or credit ratings, bond insurance premiums, fees for CDIAC, fees for execution, transportation and safekeeping of the Bonds and charges and fees in connection with the forgoing. SECTION II. Rebate Fund. The City shall establish the Rebate Fund and the City shall comply with the requirements below. All money at any time deposited in the Rebate Fund shall be held by the City in trust; for payment to the United States Treasury. All amounts on deposit in the Rebate Fund shall be governed by this Section and the Tax Certificate, unless the City obtains an opinion of Bond Counsel that the exclusion from gross income of interest on the Bonds shall not be adversely affected for federal income tax purposes if such requirements are not satisfied. 14 DOCS0Cl802993v3\24217,0002 (a) (i) Annual Computation. Within 55 days of the end of each Computation Year with respect to the Bonds, the City shall calculate or cause to be calculated the amount,ofrebatable arbitrage, in accordance with Section 148(f)(2) of the Code and Section 1.148-3 of the Rebate Regulations (taking into account any applicable exceptions with respect to the computation of the rebatable arbitrage, described, if applicable, in the Tax Certificate (e.g., the temporary investments exceptions of Section 148(f)(4)(B) and (C) of the Code), and taking into account whether the 1- 1/2% Penalty has been elected), for this purpose treating the last day of the applicable Computation Year as a computation date, within the meaning of Section 1.148-1 (b) of the Rebate Regulations (the "Rebatable Arbitrage"). The City shall obtain expert advice as to the amount ofthe Rebatable Arbitrage to comply with this Section. (ii) Annual Transfer. Within 55 days of the end of each applicable Computation Year with respect to the Bonds, an amount shall be transferred by the City to be deposited to the Rebate Fund from any legally available funds, including the other funds and accounts established herein, so that the balance in the Rebate Fund shall equal the amount of Rebatable Arbitrage so calculated in accordance with clause (i) of this Subsection (a). In the event that immediately following the transfer required by the previous sentence, the amount then on deposit to the credit of the Rebate Fund exceeds the amount required to be on deposit therein, the Administrative Services Director shall withdraw the excess from the Rebate Fund and then credit the excess to the Debt Service Fund. \ 15 DOCSOC\802993v3\24217,0002 (iii) Payment to the Treasury. The City shall pay to the United States Treasury, out of amounts in the Rebate Fund: (X) Not later than 60 days after the end of (A) the fifth Computation Year with respect to the Bonds, and (B) each applicable fifth Computation Year thereafter, an amount equal to at least 90% of the Rebatable Arbitrage calculated as of the end of such Computation Year; and (Y) Not later than 60 days after the payment of all the Bonds, an amount equal to 100% of the Rebatable Arbitrage calculated as of the end of such applicable Computation Year, and any income attributable to the Rebatable Arbitrage, computed in accordance with Section 148(f) of the Code. In the event that, prior to the time of any payment required to be made from the Rebate Fund, the amount in the Rebate Fund is not sufficient to make such payment when such payment is due, the City shall calculate or cause to be calculated the amount of such deficiency and deposit an amount received from any legally available source, including the other funds and accounts established herein, equal to such deficiency in the Rebate Fund prior to the time such payment is due. Each payment required to be made pursuant to this Subsection (1) shall be made to the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255 on or before the date on which such payment is due, and shall be accompanied by Internal Revenue Service Form 8038- T prepared by the City, or shall be made in such other manner as provided under the Code. (b) Disposition of Unexpended Funds. Any funds remaining in the Rebate Fund after redemption and payment of the Bonds and the payments described in Subsection (1), may be utilized in any manner by the City. 16 DOCSOC\802993v3\24217,0002 r (c) Survival of Defeasance. Notwithstanding anything in this Section or the Resolution to the contrary, the obligation to comply with the requirements of this Section shall survive the defeasance of the Bonds. SECTION 12. Security/Debt Service Fund. The City ,Council, so far as is practicable, shall fix such rate or rates for a tax to be levied in the City as will result in revenues which will pay the interest on the Bonds, and provide a sinking or other fund for the payment of the principal of the Bonds as such principal may become due. If the revenues of the City are, or in the judgment of the City Council will probably be, inadequate for any cause to pay the principal of or interest on the Bonds as said principal and interest become due, and the amounts above set forth, the City Council must cause a tax to be levied, as provided in the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.), sufficient to provide for such deficit and to pay the amount of such principal and interest as will become due before the proceeds of a tax levied at the next general tax levy will be available. The City Council shall determine the fiscal year for all of the amounts above set forth, and shall fix the rate or rate of tax to be levied which will raise the amounts of money required by the City for such purposes, and as required by the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.), the City Council shall certify to the County Auditor of the County of Los Angeles (the "Auditor") the rate or rates so fixed and shall furnish to the Auditor a statement in writing containing the following: (a) an estimate of the minimum amount of money required to be raised by taxation during the fiscal year for the payment of the principal of and interest on the Bonds, as will become due before the proceeds of a tax levied at the next general tax levy will be available; (b) an estimate of the minimum amount of money required to be raised by taxation during the fiscal year for all other purposes of the City; and (c) any other items required by the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.). The Auditor shall compute and enter in the 17 DOCSOC\802993v3\24217.0002 county assessment roll the respective sums to be paid as a City tax on the property within the City using the rate or rates of levy as fixed by the City Council and the assessed value as found on the assessment roll for the property subject to the tax. It shall be the duty of all county officers charged with the duty of collecting taxes to collect such tax in time, form and manner as county taxes are collected and when collected to pay the same to the City. All such taxes for the payment of principal and interest on the Bonds shall be established, levied and collected as provided in the provisions of Chapter 4 of Division 4 of Title 4 of the California Government Code (Sections 43600 et seq.). All moneys derived from such taxes and all other moneys allocated and'designated for payment of said Bonds and the interest thereon, together with the proceeds of the sale of the Bonds designated as premium and accrued interest, if any, shall be placed in a' fund of the City designated "City of Arcadia (Police Station Project) Debt Service Fund" (the "Debt Service Fund"), shall be kept separate and apart from all other funds of the City, and until all of said Bonds and all interest thereon have been fully paid (or defeased) the moneys in said fund shall be used for no other purpose than the payment of said Bonds and the interest thereon; provided, however, that when all of the principal and interest on all of the Bonds have been paid, any balance of money then remaining in said funds shall be transferred to the general fund of the City. Interest earned on the investment of monies in the Debt Service Fund shall be retained in the Debt Service Fund and used by the City to pay principal and interest on the Bonds when due. The Administrative Services Director shall transfer available monies from the Debt Service Fund to the Paying Agent in amounts sufficient and at such time as are necessary to promptly pay principal and interest on the Bonds as such shall become due; and the Paying Agent shall establish a 18 DOCSOC\802993v3\24217.0002 fund designated the "City of Arcadia 200 I Bonds Debt Service Fund" (the "Bond Fund") for such purpose and shall make payments to the bondholders of principal and interest on the Bonds as such shall become due. SECTION 13. Investments. (a) Moneys in the Acquisition and Construction Fund shall be invested in Authorized Investments which will by their terms mature, or in the case of an Investment Agreement are available without pe,nalty, as close as practicable to the date the City estimates the moneys represented by the particular investment will be needed for withdrawal from the Acquisition and Construction Fund and the interest on which is excluded from gross income under Section 103 of the Code (other than bonds the interest on which is a tax preference item for purposes of computing the alternative minimum tax of individuals and corporations under the Code) or in Authorized Investments at a Yield not in excess of the Yield provided in the Tax Certificate, unless in the opinion of Bond Counsel such restriction is not necessary to prevent interest on the Prior Bonds, the Bonds from being included in gross income for federal income tax purposes. Earnings on investments of monies in the Acquisition and Construction Fund shall be retained therein and applied in accordance with authorized uses thereof and applicable law. ~ (b) Moneys in the Debt Service Fund and the Bond Fund shall be invested only in Authorized Investments which will by their terms mature, or in the case of an investment agreement are available for withdrawal without penalty, on such dates so as to ensure the payment of principal of, premium, if any, and interest on the Bonds as the same become due. The Paying Agent shall be under no obligation to invest moneys in the Bond Fund except on the written instruction of the Administration Services Director. Investment earnings, if any, in the Bond Fund in excess of 19 DOCSOC1802993v3\24217,0002 amounts held for the benefit of Owners shall be returned to the City for deposit in the Debt Service Fund. The City and the Paying Agent, at the direction of the City, shall sell at the best price obtainable, or present for redemption, any obligations so purchased whenever it may be necessary to do so in order to provide moneys to meet any payment or transfer to such funds and accounts or from such funds land accounts. For the purpose of determining at any given time the balance in any such funds, any such investments constituting a part of such funds and accounts shall be valued at their market value. Notwithstanding anything herein to the contrary, the Paying Agent shall not be responsible for any loss from investments, sales or transfers undertaken in accordance with the provisions of this Resolution. SECTION 14. Tax Covenants. City hereby covenants and agrees with the owners of the Bonds to take no action which, in the opinion of Bond Counsel, would result in the interest received by the Owners being includable in gross income for federal income tax purposes. In order to preserve the exclusion from gross income of interest on the Bonds for federal income tax purpose, the City covenants to comply with all applicable requirements of the Code, and any Regulations which are necessary to preserve such exclusion from gross income and specifically covenants, without limiting the generality of the foregoing, that: (a) Private Activity. The City will take no action or refrain from taking any action or make any use of the proceeds ofth~ Bonds issued on a tax-exempt basis or of any other monies or property which would cause the Bonds issued on a tax-exempt basis to be "private activity bonds" within the meaning of Section, 141 of the Code; (b) Arbitrage. The City will make no use of the proceeds of the Bonds issued on a tax-exempt basis or of any other amounts or property, regardless of the source, or take any action or 20 DOCSOC\802993v3\24217,0002 refrain from taking any action which will cause the Bonds issued on a tax-exempt basis to be "arbitrage bonds" withi~ the meaning of Section 148 of the Code; (c) Federal Guaranty. The City will make no use of the proceeds of the Bonds issued on a tax-exempt basis or take or omit to take any action that would cause the Bonds issued on a tax-exempt basis to be "federally guaranteed" within the meaning of Section 149(b) of the Code; (d) Information Reporting. The City will take or cause to be taken all necessary action to comply with the informational reporting requirement of Section 149(e) of the Code; (e) Hedge Bonds. The City will make no use of the proceeds of the Bonds issued on a tax-exempt basis or any other amounts or property, regardless of the source, or take any action or refrain from taking any action that would cause either the Bonds issued on a tax-exempt basis to be considered "hedge bonds" within the meaning of Section 149(g) of the Code unless the City takes all necessary action to assure compliance with the requirements of Section I 49(g) of the Code to maintain the exclusion from gross income of interest on the Bonds issued on a tax-exempt basis for federal income tax purposes; and (I) Miscellaneous. The City will take no action or refrain from taking any action inconsistent with its expectations stated in that certain Tax Certificate executed by the City in connection with each issuance of Bonds issued on a tax-exempt basis and will comply with the covenants and requirements stated therein and incorporated by reference herein. SECTION 15. Book-Entry Only System. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership ofthe Bonds shall be registered in I 21 DOCSOCI802993v3\24217.0002 the Bond Register kept by the Paying Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The representatives of the City and the Paying Agent are hereby authorized to take any and all actions as may be 'necessary and not inconsistent with this Resolution to qualify the Bonds for the Depository's book-entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the City nor the Paying Agent shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners"). Without limiting the immediately preceding sentence, neither the City nor the Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records ofDTC, Cede & Co., or any DTC Participant with respect to any ownership interest ih the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any notice of redemption, (iii) the selection by the Depository of the beneficial interests in the Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any BenefiCial Owner, or any other person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) any consent given or other action taken by the Depository as Owner of the Bonds; except that so long as any Bond is registered in the name of Cede & Co., as nominee ofDTC, anyone representing themselves to be the Beneficial Owner of $1,000,000 or more in aggregate principal amount of Bonds who has filed a written request to receive notices, containing such Beneficial Owner's name and address, with the Paying Agent shall be provided with all notices relating to such Bonds by the Paying Agent. 22 DOCSOC\802993v3\24217.0002 Except as set forth above, the Paying Agent may treat as and deem DTC to be the absolute Owner of each Bond for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Paying Agent shall pay all principal of and interest on the Bonds only to or upon the order of the Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owner, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions hereof, references to "Cede & Co." in this Section 15 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Paying Agent during any time that the Bonds are Outstanding, and discharging its responsibilities with respect thereto under applicable law. The City may terminate the services ofDTC with respect to the Bonds ifit determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book- entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Paying Agent. Upon the termination of the services of DTC, as provided in the previous paragraph, and if no substitute Depository willing to undertake the functions hereunder can be found' which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest of the Beneficial Owners of the Bonds that they be able to obtain certificated 23 DOCSOC\802993v3\24217.0002 Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Paying Agent in the name of Cede & Co., as nominee ofDTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 15. To the extent that the Beneficial Owners are designated as the transferee by the Owners, in accordance with Section 15, the Bonds will be delivered to such Beneficial Owners as soon as practicable. SECTION 16. Defeasance. The Bonds may be defeased in whole or in part prior to maturity by irrevocably depositing with the Administrative Services Director (or an entity designated by the Administrative Services Director to act as escrow agent with respect thereto): (a) An amount of cash which together with amounts then on deposit in the Debt Service Fund, is sufficient, without reinvestment, to pay and discharge all or part of the Bonds outstanding (including all principal, interest and premium, if any) at or before their stated maturity date; or (b) Federal Securities (as hereinafter defined) not subject to call, together with cash, if required, in such amount as will, without reinvestment, in the opinion of an independent certified public accountant, together with interest to accrue thereon and moneys then on deposit in the Debt Service Fund together with the interest to accrue thereon, be fully sufficient to pay and discharge all of the corresponding Bonds (including all principal and interest and premium, if any) to be defeased at or before their stated maturity date; then, notwithstanding that any of the Bonds shall not have been surrendered for payment, all obligations of the City with respect to all said outstanding Bonds shall cease and terminate, except only the obligation of the City to payor cause to be paid from funds deposited pursuant to paragraphs (a) or (b) of this Section, to the owners of said Bonds 24 DOCSOCI802993v3\24217.00'02 not so surrendered and paid all sums due with respect thereto; provided that the City shall have received an opinion of bond counsel for said Bonds, that said Bonds have been defeased. For purposes ofthis Section, "Federal Securities" shall mean any of the following which at the time are legal investments under the laws of the State of California for the moneys proposed to be invested therein: (i) United States Obligations (as hereinafter defined) (including the Department of the Treasury of the United States of America); and (ii) Pre-refunded fixed interest rate municipal obligations meeting the following conditions: (a) the municipal obligations are not subject to redemption prior to maturity, or the trustee has been given irrevocable instructions concerning their calling and redemption and the issuer has covenanted not to redeem such obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash and/or United States Obligations, which obligations may be applied only to interest, principal, and premium, payments of such municipal' obligations; (c) the principal of and interest on the United States Obligations (plus any cash in the escrow fund) are sufficient to meet the,liabilities of the municipal obligations; (d) the United States Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; (e) the United States Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and (I) the municipal obligations are rated AAA by S&P and Aaa by Moody's. For purposes of this Section, "United States Obligations" shall mean: 25 DOCSOC\802993v3\24217.0002 (I) Direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America; or (2) The interest component of Resolution Funding Corp. (REFCORP) strips which have been stripped by request to the Federal Reserve Bank of New York in book-entry form. SECTION 17. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of its obligations under its Continuing Disclosure Agreement to be executed and delivered ,by the City in connection with the issuance of the Bonds. Notwithstanding any other provision ofthis Supplemental Resolution, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any Owner or Beneficial Owner may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Section 17. For purposes of this Section, "Beneficial Owner" means any person which has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediari,es ). 26 DOCSOC\802993v3\24217.0002 SIGNED ANo,APPROVED this _ day of ,2001. CITY OF ARCADIA [SEAL] By: Its: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 27 DOCSOC1802993v3\24217,0002 EXHIBIT A UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF LOS ANGELES SERIES A OF 2001 GENERAL OBLIGATION BOND OF THE CITY OF ARCADIA (POLICE STATION PROJECT) INTEREST RATE % MA TURITY DATE August 1,_ DATED DATE June _, 2001 CUSIP NO. REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: AND NO/I 00 DOLLARS THE CITY OF ARCADIA, a municipal corporation situated in the County of Los Angeles, State of California (the "City"), duly organized and existing under and by virtue of the Constitution and laws of the State of California, hereby acknowledges its indebtedness and promises to pay to the registered owner named above or registered assigns (the "Registered Owner"), the principal amount stated above on the maturity date stated above, and to pay such registered owner by check mailed by first class mail, postage prepaid, thereto at its address as it appears on the register kept by the Paying Agent at the close of business on the fifteenth day of the month preceding the Interest Payment Date (as hereinafter defined) (the "Record Date"), or, at the request of an owner of in excess of$1 ,000,000 aggregate principal amount of bonds, by wire transfer, interest on such principal amount on each February I and August I, commencing February I, 2002 (each, an "Interest Payment Date") next preceding the date of authentication (unless (i) the date of authentication is prior to the first Record Date in which event from the Dated Date shown above, (ii). the date of authentication is after a Record Date and before the following Interest Payment Date in which event it shall bear interest from such Interest Payment Date, or (iii) it is authenticated as of an Interest Payment Date, in which event it shall bear interest from such date until the principal amount hereof shall have been paid or A-I DOCSOC\802993v3\24217.0002 provided for in accordance with the Resolution hereinafter referred to, at the interest rate stated above, payable on each Interest Payment Date. Principal and any premium upon the redemption prior to the maturity of all or part hereof are payable at the principal corporate trust office of BNY Western Trust Company, Paying Agent for the Bonds, in Los Angeles, California. All such amounts are payable in lawful money of the United States of America. Capitalized terms used herein and not defined shall have the meanings given such terms in the Resolution. The principal and the interest on the Bonds may be paid from taxes levied for the payment thereof, which taxes shall be levied exclusively upon the taxable property in the City. This Bond is issued in fully registered form. It may be exchanged for a like aggregate principal amount of bonds of other authorized denominations of the same series and maturity, all as more fully set forth in the Resolution ofIssuance of the City adopted on April 3, 2001, Resolution No. 6218 and the Supplement to Resolution No. 6218 dated as of June 1,2001, executed in connection therewith (collectively, the "Resolution"). This Bond is transferable by the Registered Owner hereof, in person or by its attorney duly authorized in writing, at the principal corporate trust office of the Paying Agent in Los Angeles, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond of authorized denomination or denominations for the same aggregate principal amount of the same series and maturity will be issued to the transferee in exchange therefor. Bonds maturing after August I, ~ are subject, at the option of the City, to call for redemption prior to their stated maturities in whole or in part on any Interest Payment Date commencing August I,~, as a whole or in part among maturities, and ifin part as nearly as A-2 DOCSOC1802993v3\24217,0002 practicable on a pro-rata basis, and by lot within a maturity, at the following redemption prices, expressed as a percentage of the principal amount thereof, together with accrued interest to the date fixed for redemption: Redemption Dates August 1,_andFebruary 1,_ August I, _ and February 1,_ August I, _ and thereafter Redemption Prices 102.0% 101.0 100.0 The City and the Paying Agent may treat the Registered Owner hereof as the absolute owner hereof for all purposes, and the City and the Paying Agent shall not be affected by any notice to the contrary. This Bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Paying Agent. It is hereby recited, certified and declared that the total amount of indebtedness of the City, including the amount of this Bond, is within the limit provided by law and that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws ofthe State of California. A-3 DOCSOC\802993v3\24217,0002 IN WITNESS WHEREOF, THE CITY OF ARCADIA has caused this Bond to be signed by the Mayor and the Treasurer of said City, and countersigned by the City Clerk of said City, by their facsimile signatures, and sealed with the official seal of said City. CITY OF ARCADIA By: Its: Mayor (SEAL) By: Its: Treasurer COUNTERSIGNED: City Clerk of the City of Arcadia A-4 DOCSOC\802993v3\24217.0002 [FORM OF CERTIFICATE OF AUTHENTICATION] This is one of the fully Registered Bonds described in the within-mentioned Resolution. Date of Authentication: ,2001 BNY WESTERN TRUST COMPANY, as Paying Agent By: Its: Authorized Signatory A-5 DOCSOC\802993v3\24217,0002 [FORM OF STATEMENT OF INSURANCE] [to come] [FORM OF ASSIGNMENT] For value received the undersigned hereby sells, assigns and transfers unto [Name, Address and Tax Identification or Social Security Number of Assignee] the within-registered Bond and hereby irrevocably constitute(s) and appoint(s) [attorney] to transfer the same on the bond register of the Trustee with full power of substitution in the premises. 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. Signature Guaranteed: Note: Signature must be guaranteed by an eligible guarantor institution. A-6 DOCSOCI802993v3\24217.0002