HomeMy WebLinkAboutRES NO 75-55
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THE COUNCIL OF THE CITY OF BAKERSFIELD
Resolution No. 7.s'...~.r
authorizing the issuance of
City of Bakersfield Off-Street Parking Revenue Bonds
and of
$880,000 Principal Amount of Series A Bonds
Adopted November 14, 19'55
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RESOLUTION NO. _~LS.::_~~---
Resolution of the Council of the City of Bakersfield, State of Cali-
fornia, Authorizing the Issuance of City of Bakersfield Off-Street
Parking Revenue Bonds and of $880,000 Principal Amount of
Series A Bonds.
WHEREAS, the City of Bakersfield, State of California, is a chartered
city duly organized and existing under and pursuant to the provisions
of the Constitution of the State of California; and
WHEREAS, there now exists in the City serious traffic congestion
and, in order to relieve said congestion, the City has established and
now operates on many of its public streets, parking meters for the
purpose of controlling, limiting and regulating the time for the use
of said streets for public parking; and
WHEREAS, there exists an immediate necessity that said controlled
street parking be supplemented by public off-street vehicular parking
facilities in the City, and in order further to relieve said traffic con-
gestion and promote the welfare of the citizens and inhabitants of the
City, it is necessary that funds be raised by the City for the purpose
of purchasing, acquiring, constructing, establishing, improving, extend-
ing, maintaining, operating and administering off-street vehicular park-
ing facilities and places within the City, Imrsuant to the provisions of
Sections 33.1, 33.2 and 33.3 the Charter of the City and, to that end, that
revenue bonds be authorized and issued as in this Resolution provided;
and,
WHEREAS, in order to provide said off-street vehicular parking
facilities, it is necessary to pledge, place a charge upon, and otherwise
make available and authorize to be paid for operation and maintenance
costs of said off-street vehicular parking facilities and principal and
interest on all of said revenue bonds issued and outstanding until all of
such bonds have been fully paid, all of the net revenues from said park-
ing meters;
Now, THEREFORE!' BE IT RESOLVED by the Council of the City Of
Bakersfield as follows:
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ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. The terms hereinafter in this Section
1.01 defined shall, for all purposes of this Resolution, and of any
resolution supplementa~ hereto, and of any certificate, opinion or
other document herein mentioned, have the, meanings herein specified.
(a) "City" means the existing municipal corporation known as the
"City of Bakersfield" as the same is constituted by the provisions of its
Charter, as amended and now in effect and as hereafter amended,
all pursuant to the Constitution of the State of California.
(b) "Council" means the Council of the City provided for in the
Charter, or any other governing or legislative body of the City here-
after provided for by an amendment of the Charter or by law.
(c) "Charter" means the Charter of the City, as amended and in
force on the date of adoption of this Resolution, including Sections 33.1,
33.2 and 33.3 of the Charter relating to off-street vehicular parking, to
the powers of the Councilin connection therewith and to the Bonds here-
inafter provided for. Whenever reference is made in this Resolution to
the Charter, reference is made to the Charter as in force on the date of
adoption of this Resolution, unless the context otherwise requires.
(d) "Resolution" means this Resolution adopted this 14th day of
November, 1955, by the Council pursuant to the Charter and in accord-
ance with the Constitution and laws of the State of California.
(e) "Supplemental Resolution" means any resolution then in full
force and effect which has been duly adopted by the Council in accord-
ance with the Charter (or any amendment then in effect, amendatory
of or supplemental to the Charter), at a meeting of the Council duly
'convened and held and at which a quorum was present and acted thereon,
amendatory of or supplemental to this Resolution; but only if and to
the extent that such supplemental resolution is specifically authorized
hereunder.
(f) "Certificate of the City" and also the terms" Statement of
the City," "written request of the City" and "written consent of the
City," mean and shall mean, respectively, an instrument in writing
signed by the Mayor, 81' 1l~- an:; 8ffi€l@Y (in811'ltiing the Oit~- MRH.Rg;el')
of the City duly authorized by the Council for that purpose, and also by
the Clerk or any Deputy Clerk of the City, with the seal of the City
~ffixed. Any such instrument in writing and supporting opinions' dr
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representations, if any, may, but need not, be combined in a single
instru~ent with any other instrument, opinion or representation, and
the two or more so combined shall be read and construed so as to form
a single instrument. Any certificate or statement of the City may be
based, in so far as it relates to legal, accounting, or engineering mat-
ters, upon the opinion or representation of counsel, accountants, audi-
tors, or engineers, unless the officer or officers signing such certificate
or statement know, or in the exercise of reasonable care should have
known, that the opinion or representation with respect to the matters
upon which such certificate or statement may be based, as aforesaid, is
erroneous. The same officer or officers of the City, or the same counsel,
accountant, auditor, or engineer, or other persons, as the case may be,
need not certify to all of the matters required to be certified under any
provision of this Resolution, but different officers, counsel, accountants,
auditors, engineers or other persons may certify to different facts,
respectively. Every certificate or statement or request of the City,
and every certificate or opinion of counsel, accountants, auditors,
engineers or other persons provided for herein shall include:
(1) a statement that the person making such certificate or
opinion or representation has read the pertinent provisions of this
Reso,lution to which such statement, certificate, opinion or repre.
sentation relates;
(2) a brief statement as to the nature and scope of the exam-
ination or investigation upon which the statements, opinions or
representations are based; ,
(3) a statement that, in the opinion of such person, he has
made such examination or investigation as is necessary to enable
him to express an informed opinion with respect to the subject-
matter referred to in the instrument to which his signature is
affixed; and
(4) with respect to any statement relating to compliance
with any provisions hereof, a statement whether or not, in the
opinion of such person, such, provision has been complied with.
The acceptance by the Fiscal Agent, hereinafter mentioned, of
any statement, certificate or opinion of the City, or of counsel, or of
an accountant, auditor, engineer or other person, shall be suffi(lie~t
e,vidence of the fact that the signer or signers thereof have been s'e..
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lected or approved by or are satisfactory o,r acceptable to the Fiscal
Agent within the meaning of this Resolution.
(g) "Opinion of Counsel" means a written opinion of counsel
selected by the City (who may be the City Attorney) acceptable to and
appro,:"ed by the Fiscal Agent. Any opinion of counse~ may be based,
in so far as it relates to factual matters (information with respect to
which is in the possession of the City) upon a certificate or opinion of,
or representation by, an officer or officers of the City, unless such
counsel knows, or in the exercise of reasonable care should have known,
that the certificate or opinion or representation with respect to the
:matters upon which his opinion may be based, as aforesaid, is errone-
ous.
(h) "Accountant" means any accountant or accounting firm (who
need not be certified or licensed, and who may be an officer or employee
of the City), appointed and paid by the City and acceptable to the
Fiscal Agent. -
(i) "Independent certified public accountant" and also the term
"independent public accountant" mean' any registered or licensed certi-
fied public accountant or firm of such certified public accountants du~y
licensed or registered or entitled to practice. and practicing as such
under the laws of the State of California, appointed and paid by the
City, and satisfactory to and approved by the Fiscal Agent in the
exercise of reasonable care and who, or each of whom
(1) is in fact independent, and not under domination of the
City;
(2) does not have any substantial interest, direct or indirect,
with the City; and
(3) is not connected with the Gity as an officer or employee of
the City, but who may be regularly retained to make annual or
other similar audits of the books of the City.
(j) "Fiscal Agent" means Anglo California National Bank, San
Francisco, California, appointed as provided in Section 8.01 hereof and
acting as an independent trustee with the duties and powers herein
authorized and permitted, whether as set forth herein or in any Supple-
mental Resolution, its successors and assigns and any other corporation
Of association which may at any time be substituted in its place as
provided in Section 8.12 hereof. ."N ew York Paying Agent" means The
First National City Bank of New York, The City of New York, New
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York, appointed as provided in Section 8.02 hereof, its successors and
assigns and any other corporation or af'lsociation which may at any time
be substituted in its place as provided in Section 8.16 hereof. "Chicago
Paying Agent" means Continental Illinois National Bank and Trust
Company of Chicago, Qhicago, Illinois, appointed as provided in Section
8.02 hereof, its successors and assigns and any other corporation or asso-
ciation which may at flny time be substituted in its place as provided in
Section 8.16 hereof.
(k) "Project," generally, means anyone or more lots or parcels
of land, including rights of way, together with all garages and other
buildings and improvements thereon, owned or operated by the City,
or authorized to be purchased, acquired, constructed, established,
improved, extended, maintained, operated, or administered by the City,
for off-street vehicular parking facilities and places in the City, pursu-
ant to the Charter, including the Project more particularl)T described in
Section 3.01 hereof in connection with the issuance of Series A Bonds
hereunder. Said term shall include, for all purposes of this Resolution
and of any Supplemental Resolution, each and every, all and singular,
off-street vehicular parking facilities purchased, acquired, constructed,
established, improved, extended, maintained, operated, or administered
in whole or in part from the proceeds of any series of Bonds issued
hereunder or from any Revenues.
Nothing in this definition contained sballlimit or restrict the use
and application of Revenues, howsoever and wheresoever derived,
or the pledge thereof to the equal and proportionate benefit of all of
the Bonds authorized hereunder, without preference or priority of any
one Bond over any other, or the Bonds of any series over the Bonds of
any other series, irrespective of the specific iimprovement or extension
of the Project, inc~uding any specific off-street parking facility, com-
prising a part of the Project, for the purchase, acquisition, construction,
establishment, improvement, extension, maintenance, operation or ad-
ministration of which the Bonds of such sel'ies are issued. The Council
may, however, limit and restrict the proceeds of the sale of Bonds of
any series to the purchase, acquisition, construction, establishment, im-
provement, extension, maintenance, operation, or administration of any
specific designated improvement or extension of the Project, subject to
such limitations as may be specified in this Resolution or any Supple-
mental Resolution with respect to the use and applicaton of proceeds of
the Bonds of such series in excess of the amount required for such spe..
cific improvement;
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(1) "Revenues" or "Revenues of the Project" means and includes all
gross Revenues derived directly or indirectly from the use and opera-
tion of the Project hereunder and the Pledged Net Parking Meter
Revenues of the City, as hereinafter defined, including any such Revenues
as may have been or may be impounded or deposited in any sinking
fund, reserve fund, or redemption fund created for the further security
of the Bonds and the income therefrom, or under any Supplemental
Resolution, or for the purpose of providing for the payment of the
Bonds or the interest thereon. "Annual Net Parking Meter Revenues of
the City" means the gross revenues collected by the City during any
fiscal year from the establishment and operation of on-street parking
meters within the City, after deducting therefrom the actual necessary
costs and expenses of the acquisition, installation, maintenance and
replacement of said parking meters and of the collection of revenues
therefrom, but without any allowance for depreciation or obsolescence.
"Pledged Net Parking Meter Revenues of the City" means all Annual
Net Parking Meter Revenues of the City so long as any Bonds shall be
outstanding hereunder. "Annual Net Revenues" shall mean Revenues
of the Project after deducting therefrom the reasonable cost of main-
tenance and operation of the Project but without any allowance for
depreciation or obsolescence.
(m) "Bonds" or "Revenue Bonds" means the City of Bakersfield
Off-Street Parking Revenue Bonds authorized by and at any time
outstanding pursuant to the Charter and to this Resolution or to any
Supplemental Resolution and shall include the written evidence of any
obligation issued by the City, payment of which is secured by a pledge of
Revenues or any part of the Revenues, but said term, or terms, shall
not include obligations of whatsoever kind or character not authorized
by Sections 33.1, 33.2 and 33.3 of the Charter or by this Resolution or
by any Supplemental Resolution. ,
(n) "Independent Engineer" means any individual or firm of
engineers having special knowledge and experience in the handling of
vehicular traffic and in the operation of vehicular parking facilities,
appointed and paid for by the City and who, or each of whom,
/ (i) is in fact independent and not under domination of the
City; , '
(ii) does not have any substan'tial i~terest,direCt or indirect, .
with the City;
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(iii) is not connected with the City as an officer or employee
of the City, but who may be regular~y retained to make annual or
other periodic reports to the City.
(0) "Fiscal Year" means any twelve-month period beginning on
July 1 and ending on the next succeeding June 30.
(p) "Good merchantable title" means such title, whether fairly
deducible of record, or based on prescriptive rights, as in the opinion
of Counsel is satisfactory and sufficient for the needs and operation of
the City, without regard to (a) easements or rights-of-way or conditions
in deeds of record or reservations for roads, streets, sewers, or public
utility facilities, (b) taxes or liens created by assessment of govern-
mental body, payment of which is due in installments over a period of
years, and no installment of which is overdue, (c) taxes for the then
current year which are not then delinquent, (d) undetermined liens and
charges then incident to the proposed construction of said improvements
or extensions of the Project, (e) zoning ordinances, serv,itudes, condi-
tions and restrictions which do not impair or materially interfere with
the use of said improvements or extensions of the Project, and (f) such
possible adverse rights or interests as in the opinion of Counsel are
unimportant and may be disregarded.
SECTION 1.02. Equal Security. In consideration of the accept-
ance of the Bonds, the creation of which is authorized hereunder, by
those who shall hold the same from time to time, this Resolution shall
be deemed to be and shall constitute a contract between the City and
the holders and registered owners from time to time of the Bonds and
interest coupons appertaining thereto, and the covenants and agree-
ments herein set forth to be performed on behalf of the City shall be
for the equal and proportionate benefit, security and protection of all
hO,lders and registered owners of the Bonds and interest coupons with-
out preference, priority or distinction as to security,or otherwise (ex-
cept as to maturity and redemption provisions, sinking funds, or other
funds which may be established for the Bonds of any series authorized
hereunder) of any of the Bonds or interest coupons over any of the
others by reason of number, date of bonds, ,of 'sale, of execution, or ;of
delivery 0.1' negoti~\ti~n thereof, or otherwise for any cause whatsoeve~,
'~xcept as expressly provided therein or herein.
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ARTICLE II
TERMS OF BONDS
SECTION 2.01. Limitations as to the Issuance of Bonds. The
Bonds shall be issued hereunder, within the powers of the City a?d the
Council under the Constitution and laws of the State of California,
including the Charter, in order to obtain funds with which to purchase,
acquire, construct, establish, improve, extend, maintain, operate and
administer the Project, viz. : off-street vehicular parking facilities in the
City. The City will not issue any Bonds secured by Revenues under
the Charter or under any other law, except as in this Resolution pro-
vided, so long as any Bonds or coupons issued under this Resolu-
tion are outstanding and unpaid. Bonds issilable under this Resolution
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may be issued in series as from time to time shall be established and
authorized by the Council. The aggregate principal amount of Bonds
which may be issued by the City and secured by this Resolution
and outstanding at anyone time is ilOt limited, except as provided
by this Resolution (subject to the right of the Council to fix from
time to time by any Supplemental Resolution a limitation of indebt-
edness) and this Resolution, subject to the covenants, agreements,
provisions and conditions' herein contained, constitutes a continu-
ing agreement with the holders of all of the Bonds issued or to be
issued hereunder and then outstanding, to secure the full and final
payment of the principal of and premiums, if any, and the interest on
al~ Bonds which may from time to time be executed, authenticated
and delivered hereunder.
SECTION 2.02. Terms of Series A Bonds. An initial series of
Bonds to be issued under this Resolution, limited in the aggregate
principal amount to not exceeding eight hundred eighty thousand dollars
($880,000) at anyone time outstanding, is hereby created, and such
Bonds are designated generally as "City of Bakersfield Off-Street Park-
ing Revenue Bonds, Series A." The Series A Bonds shall be issued
initially as coupon Bonds, payable to bearer, with the privilege of regis-
tration as to principal and also as to both principal and interest, in
substantially the form hereinafter set forth. The Series A Bonds shall
be dated December 1, 1955, shall be issued in the denomination of
$1,000, and shall be numbered from Al to A8S0, both inclusive. The .'
Series A Bonds shall bear interest at such rate or rates, not exceed-
i:n:g six perceutum (6%) per annum, payable semi-annually, as m:;ty be
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prescribed by the Council at the time of the sale of said Bonds and set
forth in a Supplemental Resolution of the Council, a copy of which shall
be filed with the Fiscal Agent prior to the authentication, issuance and
delivery of the Series A Bonds. Such interest (prior to maturity)
shall be payable semi-annually on the first days of June and December
of each year, but, except as to any fully registered Bond, only upon
presentation and surrender of the respective interest coupons attached.
Each of the coupons appertaining to said Bonds shall represent six
months' interest on the Bond to which it is attached. Each of such
coupons shall be numbered in the order of its respective maturity.
The Series A Bonds shall mature and become payable on December
1st in each year in consecutive numerical order from lower to higher
(each Bond to mature for its full face amount and not for any fraction
,thereof) as follows, to wit:
Bond Numbers
(All numbers
inclusive
and bearing Principal Maturity Date
prefix "A") Amount (December I)
1 to 20 $20,000 1956
21 to 45 25,000 1957
46 to 70 25,000 1958
71 to 95 25,000 1959
96 to 120 25,000 1960
121 to 145 25,000 1961
146 to 175 30,000 1962
176 to 205 30,000 1963
206 to 235 30,000 1964
236 to 265 30,000 1965
266 to 295 30,000 1966
296 to 330 35,000 1967
331 to 365 35,000 1968
366 to 400 35,000 1969
401 to 435 35,000 1970
436 to 475 40,000 1971
476 to 515 40,000 1972
516 to 555 40,000 1973
556 to 595 40,000 1974
596 to 640 45,000 1975
641 to 685 45,000 1976
686 to 730 45,000 1977
731 to 780 50,000 1978
781 to 830 50,000 1979
831. to 880 50;000 1980 "
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Both the principal of and interest on the Series A Bonds as well as any
premium thereon, in case of the redemption thereof prior to maturity,
shall be payable in lawful money of the United States of America at the
principal office of the Fiscal Agent, San Francisco, California. Such
principal, interest and premium, ~f any, shall also be payable at the
principal office of the New York Paying Agent and at the principal
office of the Chicago Paying Agent. The Council may, by Supplemental
Resolution, establish an additional office or agency in any other city or
cities for the payment of the principal of or interest on Series A Bonds,
and if any such paying agency shall be established, the City shall main-
tain the same so long as any Series A Bonds shall remain outstanding,
and in such e~ent both the principal of and interest on the Series A
Bonds shall also be payable at the option of the holders of the respective
Bonds and the coupons appertaining thereto or of the registered owners
of registered Bonds without coupons, at such other paying agency so
established. '
SECTION 2.03. Form of Series A Bonds. The definitive Series
A Bonds, the interest coupons to be attached thereto, and the forms of
Fiscal Agent's certification and of certificate of registration thereon,
shall be in substantially the following forms, respectively:
[FORM OF SERIES A COUPON BOND]
'No. A............
$1,000
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
CITY OF BAKERSFIELD
OFF-STREET PARKING REVENUE BOND
Series A
The CITY OF BAKERSFIELD, a municipal corporation organized
and existing under the Constitution and laws of the State of Cali-
fornia, hereby acknowledges itself indebted and for value received
promises to pay (but only out of the Revenues hereinafter re-
ferred to) to the bearer, or if this Bond be registered, to the
registered owner,' on December '1, 19________ (subject to any right of
< prior redemption in this Bond expressly provided for) the princi-
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pal sum of ONE THOUSAND DOLLARS ($1000) together with interest
thereon from the date hereof at the rate of . . . . per cent. (. . . . % )
per annum, payable semi-annually on June 1 and December 1 in
each year, until the paynlent of such ,principal sum. Unless this
Bond be registered as to both principal and interest, said interest
due on or before the maturity of this Bond shall be payable only
according to the tenor and upon presentation and surrender of the
annexed coupons as they severally become due. Both the principal
of and interest on this Bond are payable in lawful money of the
United States of America, at the principal office of Anglo Califor-
nia National Bank (herein called the "Fiscal Agent"), San Fran-
cisco, California. Such prinCipal and interest shall also be payable
at the principal office of The First National City Bank of New York,
The City of New York, State of New York (the New York Paying
Agent) or at the principal office of Continental Illinois National
Bank and Trust Company of Chicago, Chicago, Illinois (the
Chicago Paying Agent).
This Bond is one of a duly authorized issue of City of Bakers-
field Off-Street Parking Revenue Bonds (unlimited in aggregate
principal amount, except as otherwise provided in the Resolution
hereinafter mentioned) of the series and designation indicated on
the face hereof, which issue of Bonds consists or may consist of
one or more series, of varying denominations and amounts, dates,
maturities, interest rates and other provisions as in said Resolu-
tion provided, all issued and to be issued pursuant to the provisions
of Sections 33.1, 33.2 and 33.3 of the Charter of the City of Bakers-
field (hereinafter called the "Charter"), and all provisions of the
Charter amendatory thereof and supplemental thereto, and pur-
suant to a Resolution of the Council of the City adopted November
14, 1955 (herein called the "Resolution"), authorizing the issue of
City of Bakersfield Off-Street Parking Revenue Bonds thereunder,
to be equally and ratably secured thereunder (except as to maturity
and redemption provisions and except in so far as any sinking funds
or other funds established in accordance with the provisions of the
Resolution may afford additional security for the Bonds of any
specific series). Reference is hereby made to the Resolution (a copy
of which is on file at the office of the Fiscal Agent) and to any an?
all amendments or supplements thereof for a description of .the
terms on which the Bbnds are issued and to be issued, the provi~
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sions with regard to reserve fund and sinking fund payments and
with regard to the nature and extent of the Revenues, as such
terms are defined in the Resolution, and of the rights of the holders
and registered owners of the Bonds and of the bearers of the
appurtenant coupons; and all the terms of the Resolution are
hereby incorporated herein and into each of the coupons appurfe-
nant hereto, and are herehy constituted a contract between the City
and the holder or registered owner from time to time of this Bond,
to all the provisions of which the holder or registered owner hereof,
by his acceptance of this Bond, shall have recourse and shall be
bound.
N either payment of the principal of or interest on this Bond
constitutes a debt, liability or obligation of the City of Bakersfield
except as provided in Section 33.3 of the Charter and in the Resolu-
tion. This Bond, together with all other Bonds issued under the
Resolution (and to the extent set forth in the Resolution), is pay-
able exclusively from, and is secured by a first, direct and exclusive
pledge of and charge and lien upon, the Revenues (as such term is
defined in the Resolution) including all income, interest or profits
on such Revenues, and as and to the extent set forth in the Resolu-
tion all such Revenues are irrevocably pledged to and constituted
a trust fund in accordance with the terms hereof and the provisions
of the Resolution, fOl~ the security and payment or redemption of,
and for the security and payment of interest on, this Bond and all
other Bonds issued under the Resolution; but nevertheless, in
'accordance with and to the extent specified in the Resolution, cer-
,tain amounts may be apportioned from said Revenues for the
purpose of paying the reasonable cost of maintenance and opera-
tion of the Project (as defined in the Resolution) and for certain
other purposes.
The City covenants and agrees that so long as any of the
Bonds remain outstanding it will establish and collect fees, rates
and other charges in connection with the operation of the Project,
which, together with the Pledged Net Parking Meter Revenues
(as defined in the Resolution), will yield Annual Net Revenues
equal to at least one and one-half (11/2) times the sum of the follow-
ing (each with respect to the then immediately ensuing twelve
months) : Bond interest and bond maturities; and that it will limit
the circumstances under which on-street parking meter fees, and
fees, rates and other charges in connection with the operation of
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the Project may be reduced; all as more fully set forth and subject
to the further terms and conditions contained in the Resolution.
The Series A Bonds maturing on or before December 1, 1962
are not redeemable prior to their fixed maturity dates. The Series
A Bonds maturing on or after December 1, 1963 are redeemable
on or after December 1, 1957, but not prior thereto, at the option
of the City, either (a) as a whole, and only as hereinafter provided,
on any interest payment date prior to maturity, from funds derived
by the City from any source, at the principal amount thereof and
accrued interest to date of redemption, together with premiums
as follows, or (b) as a whole, or in part from time to time, and only
as hereinafter provided, on any interest payment date prior to
maturity, from the Series A Sinking Fund provided for in and sub-
ject to the provisions of the Resolution, at the principal amount
thereof and accrued interest to date of redemption, together with
premiums as follows:
Premium if
Premium if Redeemed
Redeemed in Whole
Bonds Redeemed as a Whole or in 'Part
on and After and Prior to from Any from Series A
December I, December I, Source Sinking Fund
1957 1961 5 % 3%%
1961 1963 4%% 314%
1963 1965 4 % 3 %
1965 1967 31j2% 21j2 %
1967 1969 3 % 2 %
1969 1971 21j2% 1112%
1971 1973 1%% 1 %
1973 1975 1 % lf2%
1975 Maturity None None
provided, however, that in case less than all of the outstanding
redeemable Series A Bonds are called for redemption, Series A
Bonds Nos. A176 to A880, both inclusive, are redeemable only in
inverse numerical order from higher to lower. Whenever the City
shall call and redeem any Series A Bonds, subject to call and
redemption, notice of such redemption shall be published as pro-
vided in the Hesolution. once a week (on any business day of the
week) for two successive calendar weeks, the first publication to be
not less than thirty (30) nor more than sixty (60) days prio~_"to
,_ the redel,uption, date.
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Subject to the provisions for registration and transfer con-
tained herein and in the Resolution, this Bond shall be a nego-
tiable instrument and shall pass by delivery unless fully registered
as to both principal and interest in accordance with the terms
endorsed on the back hereof or unless registered as to principal
in the owner's name at the office of the Fiscal Agent, and such
registration noted hereon. After such registration as to prin-
cipal no valid transfer hereof can be made, except at such office
by the registered owner in person or by duly authorized attorney
and similarly noted hereon, until after registered transfer to
bearer, but after such registered transfer to bearer, this Bond
shall be again transferable by delivery. Such registration as to
principal only, however, shall not affect the negotiability of the
coupons which shall remain payable to" bearer and transferable
by delivery. This Bond, if fully registered as to both principal
and interest, shall be transferable only in accordance with the
terms endorsed upon the back hereof.
The rights and obligations of the City and of the holders and
registered owners of the Bonds may be modified or amended at
any time in the manner, to the extent, and upon the terms pro-
vided in the Resolution; provided, that 'no such modification or
amendment shall extend the maturity of or reduce the interest
rate on or otherwise alter or impair the obligation of the City
to pay the principal (other thana modification of the sinking
fund and reserve fund provisions) or interest or redemption
premiums at the time and place and at the rate and in the cur-
rency provided therein of any Bond wIthout the express consent
of the holder or registered owner of such, Bond, nor permit the
creation by the City of any mortgage or pledge or lien on the
Project, or upon the Revenues (hereinbefore referred to), nor
reduce the percentage of Bonds required for the affirmative vote
or written consent to an amendment or modification, nor, without
its written consent thereto, modify any of the rights or obliga-
tions of the Fiscal Agent; all as more fully set' forth in the
Resolution.
It is hereby certified, recited and declared that all acts,
conditions and things required to exist, happen and be per~ "
formed, precedent to and in the issuance of this Bond, exist, have,
ha~~~ned and have been pt;lrformedin,due time, form and manner
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as required by the Constitution and laws of the State of California
and the Charter of the City of Bakersfield, and that the amount of
this Bond, together with all other indebtedness of the City, does
not exceed any limit prescribed by the Constitution or laws of
the State of California, or the Charter, 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 be valid or become effective for any purpose until
this Bond shall have been authenticated by the execution by
the Fiscal Agent, or its successor in that office, of the certificate
endorsed hereon.
IN "WITNESS 'VHEREOF, the City of Bakersfield has caused this
Bond to be executed under its official seal, signed by its Mayor
and its Treasurer and countersigned by its Clerk and has caused
the interest coupons attached hereto to be executed by the fac-
simile signature of its Treasurer, ail as of the 1st day of December,
1955.
Mayor of the City of Bakersfield
( Seal)
Treasurer of the City of Bakersfield
Countersigned:
City" Clerk of the City of Bakersfield
[FORM OF INTEREST COUPON] Coupo~
The City of Bakersfield will, on the 1st dayof NOhm...mm...
__mo..m.mnm, 19_........ (subject to any right of prior
redemption reserved in the Bond hereinafter men-
tioned), pay to bearer (but only outof the Reve-
nues referred to in said Bond), at the principal
office of Anglo California National Bank, San Fran-
cisco, California, on surrender hereof,.._....m___..._..n__........_
.00 .__.. ...... .._...._ ___... _............ .... __ _ ..._ ............._ ___ _..... _ __ 00" ....... __.. __........ Dollar s $
in"lawful money ,of the United States of America,
being six months' interest then due on said Bond,
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and such interest is also payable at the principal
office of The First National City Bank of New York,
The City of New York, State of New York, or at
the principal office of Continental Illinois National
Bank and Trust Company of Chicago, Chicago, Illi-
nois; all as specified in, and subject to the provisions
--
of, its City of Baekersfield Off-Street Parking Reve-
~
nue Bond, Series A, dated December 1, 1955 m___nO.h..
No. A-
...-.... ......... -.... ........... -..--........ -.. -.. --................ --.. --........- -.. ...... -.. -.- -.......
Treasurer of the City of Bakersfield
[FORM OF FISCAL AGENT'S CERTIFICATE ON BONDS]
This Bond is one of the Bonds described in the within-
mentioned Resolution.
ANGLO CALIFORNIA NATIONAL BANK
Fiscal Agent
By
................-....----..........--..................--.........--...----....----......---..-....
Authorized Officer
[CERTIFICATE OF REGISTRATION]
This Bond may be registered as to principal in the Bond
Register of Anglo California National Bank, at its principal office
in San Francisco, California; as Fiscal Agent (or by' such other
Fiscal Agent as may be legally appointed by the City of Bakers-
field), notation of such registry to be made hereon by such Fiscal
Agent, and this Bond may thereafter be transferred on said Bond
Register only upon a written assignment of the registered owner
or his attorney, duly acknowledged or proved, such transfer to be
endorsed hereon by the Fiscal Agent. Unless this Bond be regis-
tered as to both principal and interest, such transfer may be to
bearer and thereby transferability by delivery shall be restored,
subject, however, to successive registrations and transfers as be-
fore. The principal of this Bond, if registered, shall be payable only
to the registered owner or his legal representative. Notwithstand-
ing the registration of this Bond, the coupons shall remain paJ"-
able to bearer and shall continue to be transferable by deliverY~
ilpless this 130nd shall be in like manner registered as tobotb
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principal and interest, notation whereof and of the cancellation
of unmatured coupons is to be made on this Bond, after which
registration both principal and interest hereof shall be payable
to the person in whose name it is registered, or his legal repre-
sentative.
Note: There must be no writing in the space below except by
the Fiscal Agent.
Date of
Registry
Name of
Registered Owner
Address of
Registered Owner
Signature of
Fiscal Agent
[FULL REGISTRATION AS TO BOTH PRINCIPAL AND INTEREST]
It is hereby certified that at the request of the owner of the
within Bond for its conversion into a Bond registered as to both
principal and interest, the undersigned has this day cut off and
cancelled all unmatured coupons attached thereto, numbered from
.__..___.m to .____.______, both inclusive, of the aggregate face value of
$.........__.___.____, and that the within Bond is hereby converted into
a fully registered Bond, the principal and interest of which are
payable to the" registered owner whose name and address appear
last in the space above, Or his legal representative.
Dated: ....................--..................
ANGLO CALIFORNIA NATIONAL BANK
Fiscal Agent
By. n.. _..n. __ n._ n ____ __n_n __ - - - _n__n -.. - ......
A uthorized Officer
SECTION 2.04. Redemption Provisions tor Series .A Bonds. Series
A Bonds numbered Ai to A175, both inclusive, maturing on or prior
to December 1, 1962, are not redeemable prior to their fixed maturity
dates. Series A Bonds numbered A176 to A880, both inclusive, matur-
ing on or after December 1, 1963, are redeemable on or after December 1,
1957, but not prior thereto, at the option of the City, either (a) as
a whole, and only as hereinafter provided, on any interest payment
date prior to maturity, from funds derived by the City from any
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source, at the principal amount thereof and accrued interest to date
of redemption, together with premiums as follows, or (b) as a whole, or
in part from time to time, and only as hereinafter provided, on any
interest payment date prior to maturity, from the Series A Sinking
Fund provided for in and subject to the provisions of paragraph (5)
of Section 5.08 hereof, at the principal amount thereof and accrued
interest to date of redemption, together with premiums as follows:
Premium if
Premium if Redeemed
Redeemed, in Whole
Bonds Redeemed as a Whole or in Part
on and After and Prior to from Any from Series A
December I, December I, Source Sinking Fund
1957 1961 5 % 3lf2%
1961 1963 4V2% 3%%
1963 1965 4 % 3 %
1965 1967 3V2% 2lf2 %
1967 1969 3 % 2 %
1969 1971 2%% 1lf2%
1971 1973 1%% 1 %
1973 1975 1 % lh%
1975 Maturity None None
provided, however, that in case less than all of the outstanding redeem.:.
able Series A Bonds are called for redemption, Series A Bonds
numbered A176 to A880,both inclusive, are redeemable only in inverse
numerical order from higher to lower.
Except as in this Section 2.04 otherwise provided, the redemp-
tion of Series A Bonds shall be subject to the provisions of Article IV
hereof.
SECTION 2.05. Establishment of New Series of Bonds. Bonds
'other than Series A Bonds shall ,be divided into such series as shall,
from time to time be established by supplemental resolution of the
Council, and shall be subject to such provisions as, consistently with
the provisions' of this-Resolution, shall ,be determined by such supple-
mental resolution of the Council prior to the issue thereof.
In the event of the establishment of any new series of Bonds the
Council shall adopt a supplemental resolution prescribing the form
or forms of Bonds of the new series and other provisions ma.de in
respect thereof as hereinafter provided, and Bonds of any such series:
, so ,established may,~rom time to, time be executed and delivered in.'
aooordance with the'provisions hereof:
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Such supp~emental resolution shall prescribe the form or forms of
Bonds of the new series and shall provide for the distinctive designa-
tion, the denominations, methods of numbering, date, maturity date
or dates, interest rate and interest payment dates, and place or places
of payment of principal and interest thereof and whether such Bonds
are to be coupon Bonds with or without provision for registration as
to principal only or as to both principal and interest and; or registered
Bonds without coupons.
The Council may at its option by such supplemental resolution
prescribe any other provisions respecting the Bonds of such series
not inconsistent with the terms of this Resolution, including registra-
tion, transfer and/or exchange provisions, provisions for call and
redemption as a whole or in part, provisions for the payment of prin-
cipal and/or interest, provisions for sinking funds and other funds,
and provisions limiting the aggregate principal amount of Bonds
of such other series.
All Bonds of the same series issued hereunder shall be substantially
identical except as to the numbering and lettering thereof and except
as to proper variations in cases of Bonds having serial maturities or
varying interest rates, and except for the usual differences between
coupon Bonds and fully registered Bonds without coupons, if any,
including variations in the provisions for registration, transfer and
, exchange.
Notwithstanding the fact that this Resolution provides that the
Series A Bonds are to be in substantially the form hereinbefore
set forth and that Bonds of series other than Series A Bonds are
to be in substantially the form prescribed by supplemental resolution
at the time of the establishment of each such series, the Council may,
by resolution, subsequent to the establishment of any series of Bonds,
provide additional denominations and additional provisions for reg-
istration, transfer and/or exchange applicable to Bonds of such series;
provided, however, that the holders of any Bonds of such series out-
standing at the time of such change or changes shall be given the
same or corresponding privileges of registration, transfer and; or
exchange as are given to the holders of any Bonds of such series issued
subsequent to any such change or changes, and that such provisions
shall be evidenced by a supplemental resolution to be adopted by the
Council; Moreover~ the Council may; hy resollition', make any such
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changes in respect to any Bonds or endorsements thereon as may be
required by law or necessary in order to conform to the requirements
for listing on any exchange or exchanges.
SECTION 2.06. Execution of Bonds. All of the Bonds shall be
executed in the name of and on behalf of the City and under its seal,
with the facsimile signature of its Mayor and its Treasurer and the
manual countersignature of its Clerk or one or more of his deputies.
The seal of the City may be affixed to the Bonds by printed, litho-
graphed or other reproduction thereof.
The coupons to be attached to the Bonds shall be signed by the
facsimile signature of the Treasurer of the City, and for that purpose
the City may adopt and use the facsimile signature of any such
Treasurer notwithstanding the fact that at the time when any Bond
shall be actually executed and delivered or sold he shall have ceased
to hold such office.
In case any of such officials whose signature or countersignature
appears on the Bonds or coupons shall cease to be such official before
the Bonds so signed shall have been actually authenticated and
delivered, such signature or countersignature shall nevertheless be
valid and sufficient for all purposes the same as if he had remained
in office until the delivery of the Bonds, and such Bonds and coupons
shall be issued and outstanding hereunder and shall be as binding
upon the City as though the person who signed such Bonds or coupons
had been such official on the date borne by the Bonds or coupons and
on the date of del~very, and also any such Bond may be signed and
sealed in behalf of the City by such persons as at the actual date of
the execution of such Bond shall be the proper officials of the City,
although on such date as may be borne by such Bond any such person
shall not have been such official.
No Bond or coupon shall be issued or shall be valid for any pur-
pose or entitled to any security or benefit under this Resolution unless
such Bond, or the Bond to which such coupon appertains, shall bear
thereon a certificate, executed by the Fiscal Agent, substantially in
the form hereinbefore set forth in respect of the Series A Bonds,
with appropriate variations approved by the Fiscal Agent for Bonds
of different series. Such certificate by the Fiscal Agent upon any Bond ,
shall be, conclusive and the 'only evidEmce that the Bond so authe:riti~
cated has been duly issued under this Resolution or any resolution
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supplemental hereto and is valid and entitled to the security and bene-
fit hereof as against the City and all other Bondholders. The Fiscal
Agent, acting in good faith and without negligence, shall be under no
liability whatever on' account of any defect or invalidity in the execu-
tion of any Bond authenticated by it hereunder.
Before any Bond is executed or delivered, all coupons thereon thEm
matured shall be cut off and cancelled.
SECTION 2.07. Negotiability. All the Bonds and coupons i,ssued
pursuant to the Resolution (including temporary bonds provided for
in Section 2.12 hereof), subject to the provisions for registration
and transfer herein and in the Bonds contained, shall be negotiable
instruments. The Bonds, except while registered as to principal
otherwise than to bearer, and except while fully registered as to
both principal and interest, shall pass by delivery. The registration
of any Bond as to principal shall not affect the negotiability of its
coupons, which shall remain payable to bearer and pass by delivery,
whether or not the Bond to which any coupon appertains is regis-
tered. The City, the Fiscal Agent, any paying agent and any other per-
son may treat the bearer of any unregistered Bond, the bearer of any
Bond registered to bearer, the registered owner of any Bond registered
as to principal or as to both principal and interest, and the bearer of
any coupon, whether or not the Bond to which said coupon appertains
is registered as to principal, as the absolute owner of such Bond, or
coupon, as the case may be, for the purpose of receiving payment
thereof and for all other purposes, and neither the City nOr the Fiscal
Agent nor any paying agent shall be affected by any notice or lmowl-
edge to the contrary, whether such Bond or coupon shall be overdue or
not. All payments of or on account of interest to any bearer of any
coupon, or to any registered owner of any Bond registered as to both
principal and interest (or to his registered assigns), and all payments
of or on account of principal to any bearer of any unregistered Bond, or
to any bearer of any Bond registered to bearer, or to any registered
owner of any Bond registered as to principal or as to both principal and
interest, shall be valid and effectual and shall be a discharge of the City
and the Fiscal Agent and any paying agent in respect of the liability
upon the Bond or coupon or cl~imfor interest, as the case may be, to the
extent of the sum or sums so paid.
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SECTION 2.08. Registration. The City will keep at the principal
office of the Fiscal Agent in San Francisco, California, at all times
while any of the Bonds containing provisions for registration and
transfer shall be outstanding and unpaid, books for the registration
and transfer of such Bonds. Upon presentation at such office of the
Fiscal Agent for such purpose by any bearer of any Bond, the Fiscal
Agent will, under such reasonable regulations as (with the approval
of the City) the Fiscal Agent may prescribe from time to time, register,
or cause to be registered therein, in the name of the bearer or his nominee,
the ownership, as to principal only, or as to both principal and interest,
of any such presented Bond, such registration being noted on the Bond.
After such registration and notation, no transfer of any such Bond
registered otherwise than as to bearer shall be valid unless evidenced
by a written instrument of transfer, in form satisfactory to the Fiscal
Agent, duly executed by the registered owner in person or by his duly
authorized agent; but any such Bond so registered may be discharged
from registration, and transferability by delivery be restored, by a like
transfer to bearer similarly registered and noted, and after such trans-
fer to bearer such Bond ~hall be a bearer Bond. Any such Bond may
again, from time to time, in like manner, be registered as to principal
only, or be transferred to bearer. If any Bond shall be registered as to
principal only, the coupons appertaIning thereto shall nevertheless,
remain negotiable for all purposes.
SECTION 2.09. Exchange and Transfer of Bonds. 'When any Bond
is registered' as to both principal and interest, the Fiscal Agent shall
detach and cancel all appurtenant interest coupons. Any Bond, whether
in coupon form or registered as to principal only, may be converted,
into a Bond fully registered as to both principal and interest upon
presentation of such Bond at the office of the Fiscal Agent and in,
accordance with such reasonable regulations as (with the approval
of the City) the Fiscal Agent may prescribe from time to time, such
registration being noted on the Bond: After such registration as to
both principal and interest such fully registered Bond may be trans-
ferred at the office of'the Fiscal Agent by presentation of such Bond
accompanied by a written instrument of transfer in form satisfactory
to the Fiscal Agent, duly executed by the registered own~r in peqon
'or by his duly authorized agent, the fact and date of such registration
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and the name and address of the new registered owner being noted
by the Fiscal Agent on the Bond in the space provided on the reverse
thereof for such pu,rpose, and such fully registered Bond may be
again from time to time registered in like manner in the name of a
new registered owner. The registered owner of any Bond, registered
as to both principal and interest, may at any time (provided such
Bond shall not have been called for redemption) surrender the same
for cancellation at the office of the Fiscal Agent, together with instru-
ments of transfer satisfactory to the Fiscal Agent, and shall be entitled
upon payment of all costs and expenses, as in this Resolution pro-
vided, to receive in exchange therefor an equal aggregate principal
amount of coupon Bonds of the same maturity, and the City will
execute and deliver at the office of the Fiscal Agent the coupon Bonds
necessary to make such exchange; provided that the Fiscal Agent may
require of the Bondholder making such exchange such cash adjustment
as may be necessary with respect to the first coupon next to mature on
each such coupon Bond so that no gain or loss of interest shall result
from such exchange.
In every case of an exchange of Bonds, the surrendered Bonds,
and coupons, if any (and in the case of the conversion of any coupon
Bond into a Bond registered as to both principal and interest, the
surrendered coupons appertaining to such coupon Bond), shall be
cancelled by the Fiscal Agent. As a condition of any such exchange
(but not for any exchange of temporary Bonds for other temporary
Bonds or for definitive Bonds), or of any transfer of any registered
Bond, the City, at its option, may require the payment of a sum
sufficient to reimburse it for any stamp tax or other governmental
charge that. may be imposed thereon and, in addition thereto in the
case of an exchange of Bonds (except in the case of exchanges involv-
ing temporary Bonds) or the exchange of any Bond registered as
to both principal and interest for new coupon Bonds, such charge
therefor as it may deem proper, not exceeding $3.00 for, each new
Bond issued upon such exchange. All Bonds executed and delivered
in exchange for Bonds so surrendered shall be valid obligations of
the City, evidencing the same debt as the Bonds s:urrender~d, and
shall be entitled to all the benefits and protection of this Resolution
to the same extent. as the Bonds in exchange for which they Were
executed and delivered.
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SECTION 2.10. Places of Payment and of Notice. The Bonds and
coupons may be presented for payment or collection at the principal
office of the Fiscal 'Agent in San Francisco or at such other place or
places, if any, as may' be specified in the respective Bonds and coupons.
All other notices, requests or demands addressed to the City in respect
of this Resolution and of the Bonds and coupons shall be served or made
to the City ,-at the office of the City Clerk, City Hall, Bakersfield,
California.
SECTION 2.11. Bonds Mutilated, Lost or Destroye,d. In case any
Bond shall become mutilated in respect of the body of such Bond or
the coupons, if any, appertaining thereto, or shall be believed by the
City and the Fiscal Agent to have been destroyed, stolen or lost, upon
proof of ownership satisfactory to the City and the Fiscal Agent and
upon the surrender of such mutilated Bond vlith' its coupon, if any,
at the office of the City Treasurer, or at any other office or agency of
the City maintained for such purpose, or upon the receipt of evidence
satisfactory to the City and the Fiscal Agent of such destruction,
theft or loss, and upon receipt also of indemnity satisfactory to the
City and the Fiscal Agent, and upon payment or all expenses incurred
by the City and the Fiscal Agent for any investigation relating thereto,
and for each new Bond issued under this Section, the City shall execute
and the Fiscal Agent, in its discretion may authenticate and deliver at
its principal office in San Francisco, California, a new Bond or Bonds
of the same maturity and for the same aggregate principal amount,
with the coupons, if any, appertaining thereto, of like tenor and date,
bearing the same issue number or numbers, with such notations as the
City, with the approval of the Fiscal Agent, shall determine, in exchange
and substitution for and upon cancellation of the mutilated Bond and
its coupons, if any, or in lieu of and in substitution for the Bond and its
coupons, if any, so destroyed, stolen or lost.
If any such destroyed, stolen, Or lost Bond shall have matured,
payment of the amount due thereon may be made by the City upon
receipt of like proof, indemnity and payment of expenses.
Any duplicate Bonds or coupons issued pursuant to this Section
2.11 shall be entitled to equal and proportionate benefits with all
other Bonds issued hereunder. Neither the City nor the Fiscal Agent
shall be required to treat both the original Bond and any duplicate
Bond as being outstanding for the purpose "of determining the \prin-
25
cipal amount of Bonds which may be issued hereunder or for the
purpose of determining any percentage of Bonds outstanding here-
under, but both the original and duplicate Bond shall be treated as
one and the same.
SECTION 2.12. Ternpomry Bonds. Until definitive Bonds shall
be prepared, the City may cause to be executed and delivered in lieu
of such definitive Bonds and subject to the same provisions, limita-
tions and conditions as are applicable in the case of definitive Bonds,
except that they may be in any denominations authorized by the
Council and shall be registerable as to principal only or as to both
principal and interest and may be discharged from registration in
the same manner and subject to the same provisions herein contained
applicable to definitive Bonds, one or more temporarily, printed, litho-
graphed, or engraved Bonds in bearer form without coupons, or with
one or more coupons, as may be authorized by the Council, substan-
tially of the same tenor and, until exchanged for definitive Bonds,
entitled and subject to the same benefits and provisions of this Reso-
lution as definitive Bonds of the same character and maturity and
executed and issued hereunder. Temporary Bonds shall be exchange-
able only for definitive Bonds of the same aggregate principal amount
with the same maturity or maturities, and bearing interest at the same
rate or rates, as are provided for in said temporary Bonds. Each such
temporary Bond shall be authenticated by the Fiscal Agent substan-
tially in like manner, under like conditions and with like effect as
herein provided for the definitive Bonds. Temporary Bonds shall be
exchangeable from time to time at the office of the Fiscal Agent with-
out expense to the holder, for temporary Bonds or for definitive Bonds
of like aggregate principal amount, when prepared, of the same series,
character and serial maturity as the case may be and of the denomi-
nations authorized. All temporary Bonds so surrendered shall be
cancelled by the Fiscal Agent and surrendered to the City Treasurer.
Without unnecessary delay the City will execute and will furnish
such definitive Bonds, to be exchanged at the principal office of the
Fiscal Agent in San Francisco, California, for said temporary Bonds
upon surrender thereof to the Fiscal Agent. The definitive Bonds shall
be lithographed or engraved, in whole or in part, except that the text
of the bonds may be printed or reproduced from type composition
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comparable as nearly as practicable to marketable corporate bonds
of like character.
In connection with any exchange of temporary Bonds for definitive
Bonds hereunder, the Fiscal Agent may make appropriate arrange-
ments with any Paying Agent appointed by the City in connection
with any series of Bonds issued hereunder so that any holder may at
his option deliver Bonds for exchange and receive, free of expense to
such holder, Bonds 'on any such exchange at the office of any such
Paying Agent.
ARTICLE ill
ISSUE OF BONDS
SECTION 3.01. Issuance of Series A Bonds. At any time after the
adoption of this Resolution the City may issue, sell at not less than
their par value and accrued interest, and execute and the Fiscal Agent
may authenticate and deliver, to or upon the order of the City, all or
any part of the $880,000 aggregate principal amount of Series A
Bonds authorized hereunder. The City hereby warrants, represents,
covenants and declares:
(a) That the purpose for which the proceeds of the Series A Bonds
herein proposed and authorized to be issued shall be expended is the
purchase, acquisition, construction, establishment and improvement
of the Project, including: payment of the costs of the purchases of
those certain real properties hereinafter described from the respective
owners thereof (excepting, however, all portions of such costs hereto-
fore paid by the City), the cost of and the amount of award of condem-
nation of anyone or more portions of said real propert~es that cannot
be so purchased, the cost of clearing and of removal of existing struc-
tures now located on said real properties not required for the Project,
the improvement of said real properties as off-street parking lots by
grading, paving, fencing, curbing, lighting, installation of parking
meters and otherwise improving the same; creation of an Interest Fund
and a Reserve Fund for the Bonds as provided in Section 3.05 hereof;
payment of all costs of issuance of the Series A Bonds; and payment of
the cost (and reimbursement to the City of funds advanced to pay the
cost) of all surveys, of preparation of all plans and specifications and of
all engineering, inspection, financial consultants', legal and Fiscal
Agent's fees payable in respect of the Project or the Series A Bonds.
The Project for which the proceeds of the Series A Bonds shall he
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expended shall comprise those certain real properties III the City
described as follows:
Site No. ,~-Located in the block bounded by 17th, 18th, K and
L Streets, with an estimated parking space capacity of 75 auto.
mobiles.
Site No.3-Located in the block bounded by 16th, Truxtun, H
and Eye Streets, with an estimated parking space capacity of 118
au tomo biles.
Site No.4-Located in the block bounded by L, M, 20th and 21st
Streets, with a parking space capacity of 63 automobiles.
Site No. 5-:-Located in the block bounded by 17th, Truxtun, F
and G Streets, with an estimated parking space capacity of 93 auto-
mobiles.
Site No.6-Located in the block bounded by 22nd, 23rd, Eye
and H Streets, with an estimated parking space capacity of 99
automobiles.
Site A-Located in the block bounded by Niles, Monterey,
Baker and King Streets, with an estimated parking space capacity
of 80 automobiles (parking space for approximately 34 automobiles
to be developed immediately and parking space for approximately
46 automobiles to be developed upon completion of acquisition by
the City of title to portion of site).
SiteB-Located in the block bounded by Baker, King, Ken-
tucky and Lake Streets, with an estimated parking space capacity
'of 92 automobiles.
Site C-Located in the block bounded by Kern, Baker, Mon-
terey and Niles Streets, with an estimated parking space capacity
of 92 automobiles.
Site D-Located in the block bounded by East 21st, Sumner,
Kern and Baker Streets, with an estimated parking space capacity
of 80 automobiles.
(b) That the City estimates that the Project as described in the
foregoing paragraph (a) will be completed on or before June 1, 1956
: (causes beyond the control of the City excepted), excepting only Site D
which will be acquired by the City but will not be completely illlproved
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and put into operation until its use is needed; that the proceeds of the
sale of Series A Bonds available to the City will be applied toward the
payment of the costs and expenses of the Project as described in the
foregoing subparagraph (a), including all incidental costs in con-
nection therewith; that all such costs and expenses will be fully paid;
that the proceeds of sale of the Series A Bonds will be sufficient to
complete the purchase, acquisition, construction, establishment and im-
provement of the Project as described in the foregoing subparagraph
(a) ; and that no mechanics' liens will be permitted to be foreclosed in
r:espect of the Project, or any part thereof ( the City reserving the
right, however, to contest in good faith the validity of any such liens
or claims).
(c) That the maximum amount of Series A Bonds which may be
issued and sold for said purpose herein set forth shall not exceed
$880,000, except with the consent of the Bondholders as provided in
Article IX hereof.
(d) That the City does not now own or operate any public vehicular
off-street parking facilities except said Site No.4 and official parking
facilities adjacent to public buildings' of the City. The Project shall
exclude said official par~ing facilities but shall include said Site No. 4
and shall also include all new or additional off-street vehicular parking
facilities hereafter purchased, acquired, constructed, established, im-
proved, extended, maintained, operated or administered by the City, all
of which said new or additional facilities shall be deemed and are hereby
determined to be improvements or extensions of the Project described in
the foregoing subparagraph (a), and Bonds for the purchase, acquisi-
tion, construction, establishment, improvement, extension, maintenance,
operation, or adwinistration of any such new or additional off-street
vehicular parking facilities, he.reafter included in the Project as
improvements or extensions thereof, may be issued hereunder and upon
the conditions herein set forth for the issuance of Additional Bonds on
a parity with the Series A Bonds.
I
SECTION 3.02. General Provisions for Issuance of Additional
Bonds for the Project. In addition to the Series A Bonds issuable
under Section 3.01 hereof, the City may issue and the Fiscal Agent
may authenticate and deliver, to or upon the written order of the City,
Bonds of any other series duly established pursuant to Section 2.05
hereof in such principal amount as shall be determined by the Council
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and upon compliance by the City with the provisions of Section 3.03
hereof (for improvements or extensions of the Project) or Section 3.04
hereof (for refunding), but subject in the case of additional Bonds for
improvements or extensions of the Project to the following specific
conditions which are hereby made conditions precedent to the issuance
of Additional Bonds for such purposes,viz. :
(a) The maturity date of the Additional Bonds last to mature
shall be later than the last maturity date of Bonds of any Series then
outstanding, and the Additional Bonds shall mature on December 1 of
each year; and serial maturities and/or minimum sinking fund pay-
ments sufficient in amount to retire all Bonds on or before their
respective maturity dates shall be established for each series of Addi-
tional Bonds.
(b) The new or additional off-street vehicular parking facilities,
comprising improvements or extensions of the Project for the purchase,
acquisition, construction, establishment, improvement, extension, main-
tenance, operation, or administration of which such Additional Bonds
are authorized, shall have been recommended by an independent engi-
neer as being feasible from a practical and a financial viewpoint.
(c) The average annual Revenues for the preceding twenty-four
months deposited with the FIscal Agent and accounted for through
the Revenue Fund (provided for in Section 5.06 hereof) shall in the
aggregate amount to at least the average annual costs of maintaining
and operating the Project (without allowance for depreciation or
obsolescence), including all improvements or extensions of the Projcet
to be acquired, constructed or improved from the proceeds of the Addi-
tional Bonds, as estimated by an independent engineer selected and
employed by the City, plus one and one-half (1%) times (i) the maxi-
mum annual debt service payable in any future year on all of the Bonds
then outstanding hereunder, whether on account of interest, :serial
maturities of principal or minimum sinking fund payments and (ii)
the maximum annual debt service payable in any future year on the
Additional Bonds then proposed to be issued, whether on account of
interest, serial maturities of principal or minimum sinking fund pay-
ments.
The maximum annual debt service payable on account of principal
itnd interest to become due in any year shall for the p~rposes of this
>'paragraph (c) be computed as provided in Section '3.07 hereof' except
that interest to accrue on the Additional Bonds shall be calculated on
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the basis of not less than the average interest rates on all Bonds then-
outstanding hereunder.
(d) The amount then in the Reserve Fund is not less than the
amount required to be maintained therein pursuant to paragraph (3)
of Section 5.08 hereof and all other payments and deposits required,
by the Resolution or any supplemental resolution, to be made by the
City shall have been made.'
(e) The City shall have paid the principal of and interest on all
Bonds herein authorized to be issued and then outstanding, as the same
have become due and payable.'
(f) Such Additional Bonds shall be sold for a price not less than
the principal amount thereof and accrued interest to date of delivery,
and the proceeds or' the sale of the same shan be app,lied solely for the
purchase, acquisition, construction, establishment, improvement, exten-
sion, maintenance, operation, or admInistration of such new or addi-
tional off-street vehicular parking facilities (including expenses or
charges incidental thereto and interest on the Additional Bonds dur-
ing construction of such facilities and fol' a period of not to exceed
six (6) nionths thereafter) declared and designated by the Council as
the improvements or extensions of the Project to which the proceeds
of the Additi,onal Bonds then proposed to be Issued should be applied.
(g) Such Additional Bonds sha,ll be equally and ratably secured
with all Bonds herein authorized to be issued or to be subsequently
outstanding hereunder, without preference, priority or distinctioIl
(other than with respect to terms of maturity, and redemption provi-
sions or sinking fund payments or other funds for the security of such
Additional Bonds) of anyone Bond over any other or of the Bonds of
'anyone series over any othe~ series. .
, SECTION 3.03. Proceedings for the Iss1wnce of Additional Bonds
fpr Improvements or Extensions of the Project. Whenever the City
shall determine to issue Additional Bonds pursuant to Section 3.02
hereof (and only upon compliance with said Section 3.02), the City
shall file with the Fiscal Agent:
,(a) A resolution supplementary to this Reso~ution duly adopted
by the Council and certified by the City Clerk declaring and defining
the improvements or extensions of the Project for which the proceeds
, of the Additional Bonds proposed to be issued shall be expended ~nd
, s~ecifyirig th~ Illaximunl anlOUIit of.Addition~i'Bonds to beissued,i~~
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said improvements or extensions and specifying the terms and condi-
tions of such Additional Bonds in substantial conformity with Section
2.05 hereof;
(b) A certificate of an independent engineer describing generally
the said improvements or extensions for which the Additional Bonds
are proposed to be issued, setting forth the estimated cost of purchase,
acquisition, construction, establishment, improvement, extension, main-
tenance, operation, or administration thereof, and certifying that the
said improvements or extensions are a part of the "Project" as defined
in paragraph (k) of Section 1.01 hereof and meet the requirements
speCified in paragraph (b) of Section 3.02 hereof;
(c) A certificate or opinion of an independent certified public
accountant or independent engineer that the average annual Revenues of
the Project meet the requirements of paragraph (c) of Section 3.02
hereof;
( d) An opinion of Counsel setting forth (i) that he has examined
the supplementa,l resolution; (ii) that the execution and delivery of
the Additional Bonds have been sufficiently and duly authorized; (iii)
that the issuance of the Additional Bonds has been duly authorized by
any and all gOTernmental authorities the consent or approval of which
is requisite to the valid issuance of such Additional Bonds, or that no
consent or approval of any governmental authority is requisite to the
valid issue of such Additional Bonds; (iv) that said Additional Bonds,
when du~y executed by the City and authenticated and delivered by the
Fiscal Agent subject to the terms hereof and of such supplemental
resolution, will be valid and binding obligations of the City payable
from Reven.ues in accordance with the terms of this Resolution; (v)
that upon the delivery of the Additional Bonds the aggregate principal
amount of Bonds then outstanding under this Resolution will not exceed
the amount at the time permitted by law or the then ,limits of indebted-
ness of the City, if any, authorized pursuant to this Resolution; (vi)
that the City has or will have, upon the completion of said improve-
ments or extensions of the Project, good merchantable title thereto,
free and clear of all liens and encumbrances, and will be authorized to
own, use and operate said improvements or extensions of the Project
and to use and apply the Revenues therefrom for the payment of the
Bonds issued hereunder.
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(e) Upon delivery to the Fiscal Agent of the foregoing instruments
and upon the Fiscal Agent being satisfied from an examination of
said instruments that all of the provisions of Section 3.02 hereof and all
other applicable provisions of this Resolution have been complied with
so as to permit the issue of Bonds in accordance with the supplemental
resolution then delivered to it, and upon the delivery to, or for the
account of, the City of cash equal to the par value of the Additional
Bonds to be authenticated and delivered, and accrued interest thereon,
the Fiscal Agent shall authenticate and deliver Additional Bonds of
the aggregate principal amount specified in such supplemental resolu-
tion when such Additional Bonds sha~l have been presented to it for
that purpose.
SECTION 3.04. Issuance and Delivery of Additional Bonds for Re-
funding. Additional Bonds (herein sometimes called "Refunding
Bonds") may be authorized and issued by the City for refunding pur-
poses pursuant to this Section 3.04 to an aggregate principal amount
sufficient to provide for the payment of all Bonds of anyone or more
series theretofore authorized and issued under this Resolution. Any
such Bonds issued under this Resolution, which by their terms provide
for payment or retirement at or before maturity (except Bonds, if any,
which by their terms provide for such payment or retirement prior to
maturity solely from specified Revenues or funds, other than the pro-
ceeds of Refunding Bonds) may be refunded or mc:ty be paid at ma-
turity from the proceeds of Refunding Bonds authorized hereunder.
The amount of such Refunding Bonds shall be as provided in
Section 33.3 of the Charter and shall be sufficient to provide for the
payment of all expenses incident to the calling, retiring or paying of
such outstanding Bonds and the issuance of such Refunding Bonds.
Such Refunding Bonds may be issued and delivered to the extent afore-
said against the retirement of all or any part of any series of Bonds at
any time, and from time to time, at, before or after the maturity of any
such series of Bonds retired, being retired or to be retired. Such Refund-
ing Bonds shall be issued only upon compliance by the City with the
following conditions, namely:
(1) The Council shall adopt a supp'lemental resolution in accord-
ance with the provisions of Section 2.05 hereof providing for the issu-
ance of such Refu~ding Bonds, and file a copy thereof, duly certified
by the City Clerk, with the Fiscal Agent.
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'(2) The City shall deposit with the Fiscal Agent cash sufficient
to pay the principal, premium, if any, and interest to maturity, or to
the redemption date, as the case may be, with respect to the Bonds to be
redeemed, together with either proof satisfactory to the Fiscal Agent
that notice of redemption, as provided in Article IV hereof, has been
given, or that arrangements have been made insuring that such notice
will be given, which ma.y be in the form of a written instrument exe-
cuted by the City and expressed to be irrevocable authorizing the Fiscal
Agent to give such notice for and on behalf of the City, or a waiver of
the notice of redemption required by said Article IV, signed by the
holders of all of the Bonds of the series to be redeemed; provided, how-
ever, that in lieu of such cash and proof of notice of redemption, the
City may deposit with the Fiscal Agent all of the Bonds proposed to be
redeemed (whether cancelled or uncancelled, in bearer form or accom-
panied by proper instruments of assignment and transfer), together
with all appurtenant unmatured coupons, if any, with instructions ex-
pressed to be irrevocab~e to the Fiscal Agent to cancel said Bonds so
to be redeemed upon the issuance and delivery of said Refunding
Bonds.
The proceeds of the sale of the Refunding Bonds shall be applied
by the Fiscal Agent to the call and retirement of the outstanding Bonds
for the refunding of which said Refunding Bonds are to be issued. All
Bonds purchased, redeemed or retired by use of funds received from
the sale of such Refunding Bonds and all Bonds surrendered to the'
Fiscal Agent against the issuance of Refunding Bonds, shall be forth-
with cance,lled by the Fiscal Agent and delivered by it to the City and
shall not be reissued.
(3) The City shall file with the Fiscal Agent an opinion of counsel
setting forth (i) that he has examined the supplemental resolution and
that the execution and delivery of Refunding Bonds have been suf-
ficiently and duly authorized and that said Refunding Bonds when duly
executed by the City and authenticated and delivered by the Fiscal
Agent wil,l be valid and binding obligations of the City, payable from
Revenues in accordance with the terms of this Resolution; (ii) that the
issuance of the Refunding Bonds has been authorized by any and all
governmental authorities, the consent or approval of which is requisite
to the valid issuance of such Bonds, or that no such consent or approval
is requisite to the valid issue of such Refunding Bonds; and (iii) that
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valid arrangements have been or are being made for the call for re-
demption, or surrender and cancellation, of the outstanding Bonds to
be redeemed.
Upon delivery to the Fiscal Agent of the foregoing instruments
and upon the Fiscal Agent's being satisfied from an examination of
said instruments that all of the provisions of this Section 3.04 have
been complied with so as to permit the issuance of Refunding Bonds in
accordance with said supplemental resolution, the Fiscal Agent shall
authenticate and deliver Refunding Bonds of the aggregate principal
amount specified in said supplemental resolution to, or upon the order
of, the City when such Bonds shall have been presented to it for that
purpose.
SECTION 3.05. Disposition of Proceeds of Series A Bonds. All
cash received by the City upon the sale of Series A Bonds shall be
applied by the City as follows:
(a) The City shall forthwith deliver to the Fiscal Agent all accrued
interest, from the date of the Series A Bonds to the date of payment of
the purchase price thereof, received upon the sale of the Series A
Bonds, which shall be deposited by the Fiscal Agent in the Interest
Fund referred to in paragraph (1) of Section 5.08 hereof.
(b) The City shall forthwith deliver to the Fiscal Agent the sum
of $50,000 which shall be deposited by the Fiscal Agent in the Reserve
Fund referred to in paragraph (3) of Section 5.08 hereof.
(c) The balance of said proceeds (including any premium but ex-
cluding accrued interest from the date of the Series A Bonds to the
date of payment of the purchase price thereof) shal,l be delivered to
the City, and shall be set aside and deposited by the Treasurer of the
City in a separate fund to be known as "Off-Street Parking Project
Construction Fund", which is hereby created and which the City hereby
covenants and agrees to maintain. The proceeds of sale of the Series A
Bonds in the Off-Street 'Parking Project Construction Fund shall be
used solely for the purpose specified in Section 3.01 hereof, except
that any balance remaining in the Off-Street Parking Project Con-
struction Fund after the accomplishment of said purpose shall be
deemed to be Revenues of the Project and, upon completion of the
purchase, acquisition, construction, establishment and improvement
of the Project, and the payment of costs and fees, provided for in
Section 3.01 hereof, shall be paid over to and deposited 'by the Treas-
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nrer of the City with the Fiscal Agent and shall be deposited by the
Fiscal Agent in the Revenue Fund provided for in Section 5.06 hereof
and shall be used solely for the purposes thereof.
SECTION 3.06. Proceeds of Additional Bonds to' Construction
Fund. Whenever the City shall issue ~my Additional Bonds under the
provisions of Sections 3.02 and 3.03 hereof, the City shall deposit the
proceeds of sale thereof (including any premium but excluding accrued
interest from the date of such Additional Bonds to the date of payment
of the purchase price thereof and excluding such portion of the proceeds
of sale thereof as shall be required by the provisions of the supple-
mental resolution authorizing the issuance of such Additional Bonds
to be deposited in any fund or funds created by such supplemental reso-
lution for the security of such Additional Bonds) in a Construction
Fund to be established for such Additional Bonds.
SECTION 3.07. Annual Debt Service Requirements for Issue of
Additional Bonds. Vlhenever, for the purpose of paragraph (c)
of Section 3.02 hereof, it is necessary to calculate the maximum
annual debt service required to be paid out of the Revenue Fund
in any fiscal year thereafter on account of interest to arcrue and prin-
cipal to become payable on the Bonds, and serial maturities and/or
sinking fund payments sufficient in amount to retire all Bonds on or
before their fixed maturity dates have been established as provided in
paragraph (a) of Section 3.02 hereof, the said maximum annual debt
service shall be deemed to be the maximum sum obtained for any
fiscal year thereafter upon the assumption that all of the Bonds,
including the Additional Bonds then proposed to be issued, are being'
retired on the basis of equal annual principal and interest payments
during the period of their fixed maturity dates, calculated in accord-
ance with standard annuity tables.
ARTICLE IV
REDEMPTION
SECTION 4.01. Redemption of Series A Bonds. The Series A
Bonds are redeemable before maturity at the prices and upon the terms
set forth in Section 2.04 hereof.
SECTION 4.02. Redemption of Additional Bonds. Any series of
Bond,s, other than the Series A Bonds, may be 'made subject to re-"
demption prior to maturity as a whole at any time1 or in part from time
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to time, upon payment of the principal amount plus such premium or
premiums, if any, as may be determined by the Gounci~ at the time such
series is authorized and as shall be specified in the Bonds of the respec-
tive series. 'Whenever provision is made in any resolution supplemental
hereto, for the redemption of any Bonds by lot, the Fiscal Agent shall
determine, in any manner deemed by it to be fair, the serial numbers
of the Bonds to be redeemed by lot.
SECTION 4.03. Publication of Notice of Redemption. The City
shall cause any notice of redemption to be published in one daily news-
paper printed in the English language and published, and of general
circulation in Bakersfield, California (and the City may also cause any
such notice to be published in The Bond Buyer or any other daily or
weekly financial journal printed in the English language and published,
and of general circulation in The City of New York, State of New York),
once a week (on any business day of the week) for two successive
calendar weeks (the first publication to be not less than thirty (30)
days nor more than' sixty (60) days prior to the redemption date).
Notice of such intended redemption shall state the redemption date
and the redemption price and 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 that aU of the Bonds of any stated maturity, or that
aU of the Bonds of any designated series authorized hereunder, have
been called for redemption, and shall require that such Bonds be then
surrendered with, in the case of coupon Bonds, al.l interest coupons
maturing subsequent to the said redemption date, at said office of the
Fiscal Agent (or, if the Bonds are also payable elsewhere, at the option
of the respective holders thereof, at the office of the paying agent in
any city in which the principal of any of the Bonds so to be redeemed
is payable), for redemption at the said redemption price, giving notice
also that further interest on such Bonds will not aCCTue after the des-
ignated redemption date.
A similar notice shall also be mailed by the City to the Fis,cal
Agent, to the original purchaser of each series of Bo'nds issued here-
under, and also the respective registered owners of any Bonds desig-
nated for redemption at their addresses appearing on the Bond regi~-
'tration books, at least thirty (30) days but not more than sixty (60)
days prior to the. redeITiption date; ,provided that such mailil!g shall
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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 proceed-
ings for the redemption of such Bonds.
SECTION 4.04. Deposit of Redemption Funds. On or prior to the
redemption date specified in each such notice of redemption, the City
shall deposit with, or otherwise make available to, the Fiscal Agent, out
of moneys available hereunder for the purpose, a sum of money suf-
ficient to redeem, at the premium payable as 'provided for with respect
to the series of Bonds so called for redemption, the Bonds designated
for redemption and to pay the interest accrued thereon up to said re-
demption date, such moneys to be applied to the payment of such Bonds
and such accrued interest thereon upon presentation and surrender of
such coupons, if any, and of such Bonds together with, in the case of
registered Bonds, duly executed instruments of transfer at the office
of the Fisca~ Agent (or at such other place or places, if any, as may be
specified in such Bonds and coupons), provided that in the case of
coupon Bonds such part of the redemption price as shall be represented
by coupons maturing prior to, or on, the date of redemption shall con-
tinue to be payable (but without interest thereon, unless the City shall
make default in the payment thereof upon demand) to the respective
bearers of the coupons therefor upon presentation and surrender there-
of; and after the receipt by the Fiscal Agent of such deposit, such
Bonds so called, whether or not presented for redemption, shall cease
to be entitled to any benefit under this Resolution other than the right
to receive payment of the redemption price; no interest wil~ accrue
thereon on or after the redemption date specified in such notice; claims
for interest, if any, appertaining to such Bonds after such redemption
date shall be void; and the holders of Bonds so called for redemption
shall look after such redemption date for the payment of such Bonds
and accrued interest and premium only to the funds held by the Fiscal
Agent and allocated for that purpose as hereinbefore provided; all
provided that the funds a~located as aforesaid remain available there-
for. All Bonds so redeemed shall forthwith be cancelled by the Fiscal
Agent and delivered to the City and no Bonds shall be issued hereunder
in place thereof.
All moneys so paid to the Fiscal Agent for the redemption of any
Bonds shall be held by it in trust to be app~ied Oil Or after the redemp'"
tiondate to the payment thereof.
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The Fiscal Agent may make such suitable arrangements as to it
seem necessary or desirable to transfer funds to any Paying Agent
at whose office the Bonds so called for redemption may be presented
and to arrange for the payment and cancellation of such Bonds.
SECTION 4.05. Notice by Fiscal Agent. The Fiscal Agent may,
in its discretion and at the expense and on behalf of the City, cause
such notice of redemption to be given and published and may take any
other action required by the City in connection with the redemption of
Bonds under this Article IV. The Fiscal Agent is authorized at any
time to accept the certificate of the City as ~u(fi.cient evidence that the
requirements of this Article IV as to publication and mailing of notice
of call for redemption of any Bonds have been fully satisfied.
ARTIOLE V
FEES, RATES AND CHARGES FOR PROJECT AND ON -STREET P ARIONG METERS,
AND REDUCTIONS OR INCREASBS THEREOF; RECEIPT AND DEPOSIT O}<'
REVENUES; ESTABLISHMENT OF FUNDS AND REQUIREMENTS THERE-
FOR.
SECTION 5.01. Establishment of Fees, Rates and Charges. (a) The
City covenants and agrees that, so long as any of the Bonds remain out-
standing, it will at all times establish and coUect fees, rates and other
charges for the use of the Project, which, together with all Pledged Net
Parking Meter Revenues (as said term is defined in Section 1.01
hereof) pledged t~ pay the principal of and interest on the Bonds
issued hereunder, will yield Annual Net Revenues equal to at least one
and one-half (lV2) times the sum of the following (each with respect
to the then immediately ensuing twelve months) :
(1) The interest payments for such twelve months on all the
Bonds outstanding;
(2) The principal amount of all seria~ Bonds maturing by
their terms during such twe~ve months; and
(3) The minimum annual sinking fund payments, if any,
required to be deposited during such twelve months in any sinking
fund hereafter created for the security of any Bonds issued here-
under.
(b) The City further covenants and agrees that so long as any of
the Bonds remain outstanding it will at all til11es establish, maintaii!,
, . . ~ . <". -. -. . . . '.
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and enforce on-street parking regulations relating to the use of parking
meters and will maintain all parking meters in good operating condition
and will replace said meters as required; and that the City will collect
parking meter fees, in streets of the City at rates so fixed that the
Annual Net Revenues will at all times be in amounts equal to the
amounts thereof specified in paragraph (a) of this Section 5.01. The
provisions of this Section 5.01 shall not be construed to prohibit instal-
lation of new parking meters in areas of the City in which such meters
are not now located, changes in locations of any parking meters neces-
sitated by street widening or street closing or by other traffic control
requirements, or reasonable variations of time limits for parking in
metered space or subsitutions or changes of locations of parking meters,
so long as the Pledged Net Parking Meter Revenues of the City (as such
term is defined in Section 1.01 hereof) are not reduced to less than the
amount thereof required by this paragraph.
(c) The City further covenants and agrees that all such fees, rates
and other charges for both off-street parking and on-street parking
,in metered areas shall be payable in such coin or currency of the United
States of America as at the time of payment is legal tender for the
payment of public and private debts.
SECTION 5.02. Reduction of Fees, Rates and Charges. In fur-
therance of the covenants contained in Section 5.01 hereof, the City
agrees that it will not adopt any reduce~ schedule for fees, rates
or other charges for the use of the Project below those in effect
at the time unless (a) such proposed new fees, rates and other charges
as applied to the actualnuniber of vehicles using the Project for the
twelve months' period ending the ca~endarmonth next preceding the
date of the certificate of the engineer hereinafter mentioned, together
with all other Revenues for such twelve months' period, would produce
Annual Net Revenues at least equal to the amount specified in Sec-
tion 5.01 hereof, for the ensuing twelve months' period; (b) the amount
in the Reserve Fund referred to in paragraph (3) of Section 5.08 hereof
at the date of said certificate hereafter mentioned shall be at least
equal to the amount provided under said paragraph (3) of Section 5.08;
and (c) the City shall furnish the Fiscal Agent with the certificate of
, an engineer (who may bean engineer regularly employed by the City),
dated not earlier than thirty (30) days prior t~ the date on which the
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proposed new rates are intended to take effect, showing the facts called
for under the foregoing clauses (a) and (b) of this Section 5.02.
While the schedule of fees, rates and charges for the use of the
Project may be reduced on~y in accordance with the provisions of this
Section 5.02, whether or not the City be in default under any of the
provisions of this Resolution, nothing contained in this Section 5.02
shall diminish the obligation of the City contained in Section 5.01
hereof.
SECTION 5.03. Project to be Revenue Producing. The City cov-
enants t4at at no time will it permit the free use of any of the facilities
of the Project by any person whatsoever, including officers and em-
ployees of the City, the State of California or the United States of
'America, or by any public or private firm or corporation or by any
municipal, state or federal agency or any public district whatsoever,
excepting only essential public employees.
SECTION 5.04. Collection of Fees, Rates and Charges. All fees,
rates and other charges for use of any of the facilities of the Project
shall be collected by the City in cash for each use thereof not exceeding
24 hours, or in advance for any use thereof exceeding 24 hours.
SECTION 5.05. Reclassification of Fees, Rates and Charges. For
the purposes of Section 5.02 hereof, no change in classification of fees;
rates and charges or in the basis of applying or collecting the same
shall be deemed to be a reduction thereof if the fees, rates and charges
as so reclassified, when applied to the actual Revenues of the Project
for the preceding twelve months' period, shall, equal at least 95% of
the aggregate amount of Revenues of the Project actually produced
during such period. ,
SECTION 5.06. ,Receipt and Deposit of Revenues-Revenue F~md.
The City covenants and agrees that all Revenues provided for in this
Article V, as and when received, will be received and held by the City
in trust hereunder and accounted for through a special fund, to be
designated the "Revenue Fund", which is hereby created and which the
City hereby covenants and agrees to maintain. All such Revenues,
whether held by the City or deposited with the Fiscal Agent, as
, trustee, as herein provided, shall nevertheless be disbursed, allocated
and applied solely to the uses and purposes hereinafter in this Article
"Y .set, forth" and shall be accounted for separate and apart from ~ll
'oth'er moneys; funds or other resources of the City. All moneys at any
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time paid into the Revenue Fund shall be held by the City in trust for
the benefit of the holder or ho~ders from time to time of the Bonds
issued hereunder and the coupons appertaining thereto, entitled
to be paid therewith, and the City shall not have any beneficial right
or interest in any of such moneys, except only as in this Resolution
provided. All Revenues deposited with the Fiscal Agent shall be so
disbursed, allocated and applied exclusively by the Fiscal Agent, as
trustee.
SECTION 5.07. Pledge of Net Parking Meter Revem~es of the City.
The City hereby places a charge and lien upon and pledges to the pay~
ment of the principal of and interest on the Bonds issued hereunder, as
provided in Section 7.01 hereof, and authorizes the payment to the
Fiscal Agent (for the purposes of this Resolution) of, all of the Pledged
Net Parking Meter Revenues of the City (as said term is defined in
Section 1.01 hereof). The City covenants and agrees that the parking
meter fees - existing as of the date of the adoption of this Resolution
will not be reduced except pursuant to and in accordance with the
limitations set forth in Sections 5.01 and 5.02 hereof.
So long as any Bonds shall be outstanding hereunder, all Pledged
Net Parking Meter Revenues of the City shall he deposited monthly
(and on or before the fifth business day of the calendar month next suc-
ceeding the calendar month during which such Revenues have been
collected) by the Treasurer of the City with the Fiscal Agent beginning
in the calendar month next succeeding the calendar month in which any
of the Series A bonds are issued, but not later in any event than January
6, 1956, and shall be deposited by the Fiscal Agent in the Revenue Fund
created by Section 5.06 hereof, and shall be used solely for the purposes
thereof.
SECTION 5.08. Establishment' of F1mds for Project Revenues. All
of the Revenues of the Project, including all fees, rates and other
charges and all other revenues, income or profits of any kind howsoever
derived from the Project, together with any interest thereon, shall on
or before the fifth business day of the calendar month next succeeding
the calendar month during which such Revenues have been collected,
beginning with the month during which any Revenues of the Project
shall be received, be deposited by the Treasurer of the City with the Fis-
cal Agent :and ,.shall be deposited by the Fiscal Agent in the Revenu~
Fund created b'y Section 5.06 hereof. All moneys in the Revenue Fund
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shall, on or before the tenth business day of each month, be set aside and
deposited by the Fiscal Agent in the following order of priority in the
following respective special funds, viz. :
(1) Interest Fund,
(2) Principal Fund,
(3) Reserve Fund,
(4) Operation and Maintenance Fund,
(5) Series A Sinking Fund, and
(6) Surplus Revenue Fund,
each of which said funds is hereby created and each of which the City
hereby covenants and agrees to maintain. All moneys in each of said
funds shall be held in trust by the Fiscal Agent and shal~ be applied,
used and withdrawn only for the purposes hereinafter authorized:
(1) Interest Fund. The Fiscal Agent shall set aside out of the
Revenue Fund and shall deposit in the Interest Fund (the initial pay-
ment into which is provided for in paragraph (a) of Section 3.05 hereof)
in approximately equal monthly installments, on or before the tenth
business day of each month, an amount equal to at least one-fifth of the
aggregate half yearly amount of the interest becoming due and payable
on the outstanding Bonds of all series during the next ensuing six
months until the requisite half yearly amount. of interest on all Bonds
outstanding is then on deposit in such fund. The first of such monthly
payments shall be made not later than January 13, 1956. No payment
need be made into the Interest Fund if the amount contained therein is
at least equal to the interest to become due in the next ensuing six months
upon all of the Bonds issued hereunder' and then outstanding. All
moneys in the Interest Fund shall be used and withdrawn by the Fiscal
Agent solely for the purpose of paying the interest on the Bonds as it
shall become due and payable (including accrued interest on any Bonds
purchased or redeemed prior to maturity pursuant to this Resolution).
(2) Principal Fund. The Fiscal Agent shall set aside out of the
Revenue Fund and shall deposit in the Principal Fund in approximately
equal monthly installments on or before the tenth business day of each
month, an amount equal to at least one-tenth of the aggregate yearly
amount of principal due and payable on the outstanding Bonds of all
series during the next ensuing twelve mont~s, until there shall be
accumUlated in the Principal Fund on or before the date preceding each
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current maturity date of the Bonds an amount sufficient to pay the
principal amount of all Bonds issued hereunder and maturing by their
terms on such current maturity date. The first of such monthly pay-
ments shall be made not later than January 13, 1956. No payment need
be made into the Principal Fund so long as there shall be in the Prin-
cipal Fund moneys sufficient to pay the principal of all Bonds issued
hereunder and then outstanding and maturing by their terms in the
next ensuing twelve months. All moneys in the Principal Fund shall be
used and withdrawn by the Fiscal Agent solely for the purpose of
paying the principal of the Bonds as they shall become due and payable.
(3) Reserve Fund. The Fiscal Agent shall set aside out of the
Revenue Fund and shall deposit in the Reserve Fund (the initial pay-
ment into which is provided for in paragraph (b) of Section 3.05 hereof)
all moneys in the Revenue Fund that shall be required to maintain the
Reserve Fund in the full amount of $50,000. No payment need be made
into the Reserve Fund so long as there shall be in said fund a sum at
least equal to said required amount. All moneys in the Reserve Fund
shall be used and withdrawn solely for the purpose of paying the prin-
cipal of and interest on the Bonds in the event that no other funds of
the City are available therefor.
(4) Operation and Maintenance F~tnd. The amount budgeted by
the City for operation and maintenance of the Project during the then
current fiscal year shall be a charge against moneys in the Revenue
Fund, which shall be" accounted for through the Operation and Mainte-
nance Fund, and the Fiscal Agent shall set aside out of the Revenue
Fund and depositin the Operation and Maintenance Fund, and shall pay
over to and deposit with the Treasurer of the City on or before the
tenth day of each month, beginning with the month next succeeding the
month during which the operation of the Project shall commence (as
certified to the Fiscal Agent by the City), an amount equal to one-tenth
(1jl0th) of said amount budgeted by the City for operation and mainte-
nance of the Project until there shall have been paid over to the Treas-
urer of the City from the Operation and Maintenance Fund an amount
equal to the total of said budgeted amount for said current fiscal year;
provided, however, that during the period fl~om the. date of delivery of
the Series A bonds to June 30, 1956 such monthly payments shap
be sufficient, on a monthly pro rata basis, to equal the amollrit budgeled
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same is to be applied by the Fiscal Agent for the redemption of Bonds
called on such interest payment date, the deficiency shall be made up
by temporary borrowing by the Fiscal Agent from the Reserve Fund, .
to be repaid from the first Revenues received thereafter, when and if
such Revenues are received by the Fiscal Agent. The Fiscal Agent shall
be under no liability in making such estimate or using or applying funds
(including borrowings from the Reserve Fund) based upon such esti-
mate of moneys to be available in the Series A Sinking }1-'und as herein
provided.
(6) Surplus Revenue Fund. All moneys remaining in the Revenue
Fund on the tenth business day of each month after setting aside all of
the sums required to be set aside by the Fiscal Agent by the provisions of
the foregoing paragraphs (1) to (5), inclusive, shall be set aside and de-
posited by the Fiscal Agent in the Surplus Revenue Fund. All moneys
in the Surplus Revenue Fund shall be used and withdrawn by the
Fiscal Agent pursuant to the provisions of any supplemental resolution
hereafter adopted by the Council solely for the purpose of deposit in
such fund or funds as may be created by any such supplemental resolu-
tion for the redemption or security of bonds of any series, other than
the Series A Bonds, hereafter issued hereunder, provided that until the
creation of any such fund or funds and subject to the provisions of any
such supplemental resolution hereafter adopted by the Council and
subject to the limitations of clause (e) of this paragraph (6), the Fiscal
Agent shall set aside, or pay over to the Treasurer of the City, as
directed by a resolution of the Council, any or all moneys in the Sur-
plus Revenue Fund, which said moneys shall be used and withdrawn
by the Fiscal Agent, or used and withdrawn by the Treasurer of the
City, as the case may be, only for anyone or more of the following pur-
poses: (a) To pay any reasonable costs of maintenance and operation of
the Project for the then current fiscal year for which no adequate
budgeted amount was provided by the City; (b) For payment by the
Treasurer of the City of the cost of extensions or improvements of the
Project; (c) To be deposited by the Fiscal Agent in the Series A Sink-
ing Fund provided for in the foregoing paragraph (5) and to be used
and withdrawn by the Fiscal Agent on and after October 10, 1957, solely
for the purpose of calling and redeeming Series A Bonds pursuant to
the provisions of Section 2.04 hereof and the provisions of Article IV
hereof and of said paragraph (5); (d) To be applied by the Fiscal
Agent to the purchase of Bonds at public or private sale, as and when
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and at such prices (including brokerage and other charges, but excluding
accrued interest, which is payable from the Interest Fund) as it may
in its discretion determine, provided that no such price shall exceed the
highest redemption price or then current redemption price of the Bonds
so purchased, whichever is lower, and that all Bonds so purchased shall
be cancelled; or (e) To be transferred to the General Fund of the City
to be used for any lawful purpose, provided, that no more than one such
transfer to the General Fund shall be made in any period of six mon'ths
and that the total amount so transferred from moneys deposited in the
Surplus Revenue Fund in anyone fiscal year shall not exceed the aggre-
gate of the Pledged Net Parking 1\leter Revenues deposited in the
Revenue Fund during such fiscal year.
The Fiscal Agent shall not permit any withdrawal to be made by
the City of any moneys held by the'Fiscal Agent in either the Operation
and Maintenance Fund or the Surplus Revenue Fund if and when, to
-the know~edge of the Fiscal Agent, the'City is in default hereunder.
SECTION 5.09.' Investment of Revenues. All moneys held by the
Fiscal Agent and allocated by the Fiscal Agent to any of the funds,
other than the Reserve Fund, shall beheld in time or demand deposits,
and to the extent 'required by law, if any, shall be secured as provided
in Section 8.04 hereof and shall not be-invested, except that such moneys
may be invested inUnited States Treasury bills maturing prior to the
next interest payment date after the date of such investment and in any
event maturing in not more than ninety (90) days from the date of such
investment. Moneys allocated to the Reserve Fund may be held in time
or demand deposits secured as above referred to, but the Fiscal Agent
may invest any or all of the Reserve Fund, not then required to be
applied to the redemption of Bonds, in obligations of the United States
of America or of the State of California maturing not more than twelve
(12) years from date of purchase by the Fiscal Agent. All income from
all investments made by the Fiscal Agent pursuant to this section shall
be deposited by the Fiscal Agent in and for the purposes of the Revenue
Fund created by Section 5.06 hereof.
ARTICLE VI
EVENTS OF DEFAULT AND REMEDIES ON DEFAULT
SECTION 6.01. ,Event's of Defa1tlt; Applic.ation of Revenues. ,If
one or more of the following events (herein called "events of default")
_ shall happen, to wit:
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(a) If default shall be made in the due and punctual pay-
ment of the principal of any Bond when and as the same shall
become due and payable, whether at maturity as therein ex-
pressed, by proceedings for redemption, by declaration or other-
wIse;
(b) If default shall be made in the due and punctual pay-
ment of any installment of interest on any Bond when and as
, such interest installment shall become due and payable, and such
default shall have continued for a period of thirty (30) days;
(c) If default shall be made in the due and punctual pay-
ment or satisfaction of any minimum sinking fund payment when
and as such sinking fund payment shall become due and payable,
and such default shall have continued for a period of thirty (30)
, days;
(d) If default shall be made by the City in the observance
of any of the covenants, agreements or conditions on its part in
this Resolution or any supplemental resolution or in the Bonds
contained, and such default shall have continued for a period
of thirty (30) days; or
(e) If the City shall file ,a petition or answer seeking re-
organization or arrangement under the Federal Bankruptcy Laws
or any other applicable law or statute of the United States of
America, or if a court of competent jurisdiction shall approve a
petition, filed with or without the consent of the City, seeking
reorganization under the Federal Bankruptcy Laws or any other
applicable law or statute of the United States of America, or if
under the provisions of any other law for the relief or aid of
,debtors any court of competent jurisdiction shall assume custody
or control of the City or of the whole or allY sub~tantial part of
its property;
then and in each and every such case the holders of not less than a
majority in aggregate principal amount of the Bonds at the time out-
standing' shall be entitled, upon notice in writing to the City, to
declare the principal of all of the Bonds then outstanding hereunder
and the interest accrued thereon to be due and payable immediately,
and upon any such declaration the same, shall become and shall be
immediately due and payable, anything in this Resolution or in the
Bonds contained to the contrary notwithstanding.
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All of the Revenues of the Project, including all sums in the
Revenue Fund provided for in Section 5.06 hereof and in all of the
funds provided for in Section 5.08 hereof upon the date of the happening
of any event of default and all sums thereafter received by the Fiscal
Agent hereunder shall be applied by the Fiscal Agent in the order
following upon presentation of the several Bonds and coupons, and the
stamping thereon of the payment if only partially paid, or upon the
surrender thereof if fully paid:
First, to the payment of the costs and expenses of the holders
of the Bonds in declaring such event of default, including reason-
able compensation to their agents, attorneys and counsel, and to
the payment of the ,costs and expenses of the Fiscal Agent in
carrying out the provisions of this Section 6.01, including reason-
able compensation to its agents, attorneys and counsel;
Second, in case the principal of the Bonds shall not have
become due and shall not then be due and payable, to the pay-
ment of the interest in default in the order of the maturity of the
installments of such interest, with interest on the overdue install-
ments at the rate of five per centum per annum (to the extent that
such interest on overdue installments shall have been collected),
such payments to be made ratably to the persons entitled thereto
without discrimination or preference;
Third, in case the principal of the Bonds shall have become
and shall be then due and payable, to the payment of the whole
amount then owing and unpaid upon the Bonds for principal and
interest, with interest on the overdue principal and installments
of interest at the rate of five per centum per annum (to the extent
that such interest on overdue installments of 'interest shall have
been collected), and in case such moneys shall be insufficient to
pay in full the whole amount so owing and unpaid upon the Bonds,
then to the payment of such principal and interest without pref-
erence or priority of principal over interest, or of interest over
principal, or of any installment of interest over any other install-
, ment of interest, ratably to the aggregate of such principal and
interest.
SECTION 6.02. Rights of Holders of Bonds ~lpon Defau1t. -Sub-
ject to any contractual limitations binding upon the holders Of any
of "the Bonds (including the provisions of Section 8.18 hereof and any
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other limitations herein upon the exercise of any remedy to holders
holding a specific proportion or percentage of the bonds), any holder
of Bonds shall have the right, for the equal benefit and protection of all
holders of Bonds similarly situated:
(a) By mandamus or other suit, action or proceeding'at law
or in equity to enforce his rights against the City and the Council
and any of its officers, agents and employees, and to require and
compel the City or the Council or any such officers, agents or
employees, to perform and carry out its and their duties and
obligations under the Constitution and laws of the State of Cali-
fornia, or the Charter, and its and their covenants and agreements
with the holders of the Bonds as provided in this Resolution;
(b) By action or suit in equity to require the City and the
Council to account as if they were the trustee of an expresR trust;
or
(c) By action or suit in equity to enjoin any acts or things
which may be unlawful or in violation of the rights of the holders
of the Bonds. '
No remedy conferred hereby upon any holder of Bonds is in-
tended to be exclusive of any other remedy, but each such remedy is
cumulative and in addition to every other remedy and may be exer~
cised without exhausting and without regard to any other .remedy
conferred hereby. N o waiver of any default or breach of duty or con-
tract by the, holder of any Bond shall extend to or shall affect any
subsequent default or 'breach of duty or contract or shall impair any
rights or remedies thereon. No delay or omission of the holder of
any Bond to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be a
waiver of any such default or acquiescence therein. Every substantive
right and every remedy conferred upon the holders of the' Bonds
may be enforced and exercised from time to time, and as often as
may be deemed expedient. In case any suit, action, or proceeding to
enforce any right or exercise any remedy shall be brought or taken
and then discontinued or abandoned, or shall be determined adversely
to the holders of the Bonds, then, and in every such case, the City ana
the holders of the Bonds shall be restored to their former positions
and rights and remedies as 'If 'no such suit, action, or proceeding ,had.
,peen.brought or taken.
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SECTION 6.03. Fiscal Agent May Act for Holders of Bonds. Any
suit, action Or proceeding which any holder of Bonds shall have the
right to bring to enforce any right or remedy hereunder may' be
brou~ht by the Fiscal Agent for the equal benefit and protection of
all holders of Bonds similarly situated and the Fiscal Agent, as the
attorney-in-fact of the respective holders and registered owners of
the Bonds and interest coupons as provided in Section 8.19 hereof, may
bring any such suit, actionor proceeding and do and perform any and
all acts and things for and in behalf of the respective holders and regis-
tered owners of the Bonds and coupons as a class or classes, as may be
necessary or advisable in the opinion of the Fiscal Agent as such
attorney-in-fact.
ARTICLE VII
COVEN ANTS OF THE CITY
SECTION 7.01. Equality of Secu1'ity. All of the Bonds, regardless
of the date of issue and sale, shall be secured by a first, direct and
exclusive pledge of and charge and lien upon the Revenues of the
Project, including the Pledged Net Parking Meter Revenues of the
City (as said terms are defined in Section 1.01 hereof), and the City
hereby pledges and assigns for the security of the Bonds all of the
Revenues of the Project, including all Revenues of ,all improveme~ts
and extensions thereof hereafter purchased, acquired or constructed,
and including all of, the Pledged Net Parking Meter Revenues of the
City. The sums required to meet the payment of interest on and prin-
cipal of all of the Bonds shall be secured by a first, direct and exclusive
pledge of and charge and lien upon all of , the Revenues of the Project,
including all improvements and extensions thereof hereafter purchased,
acquired, or constructed, and including the Pledged Net Parking Meter
Revenues of the City; and all of such Revenues, together with any inter-
est or profits thereon, and the funds provided for in Section 5.08 hereof
and any other funds that may hereafter be created from Revenues of
the Project for the payment of principal or interest or the better secur-
ing of the payment of principal of or interest on any of the Bonds, are
irrevocably pledged to and constituted a trust fund for the security
and payment or redemption of, and the security and payment of interest
on, all of the Bonds in accordance with the terms thereof and the
provisions of this Resolution and, except as otherwise specifically
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authorized by this Resolution, shall not be used for any other purpose
as long as the Bonds or a;ny of them or the interest thereon are outstand-
ing or unpaid; except that out of said Revenues there may be appor-
tioned so long as the interest on and the principal of all of the Bonds
are paid as the same become due and payable, together with all other
charges required for the protection or better securing of the Bonds,
such sums as are permitted to be paid as provided in paragraphs (4)
and (6) of Section 5.08 hereof. The City is hereby constituted a trustee
to collect, receive, hold and disburse, as in this Resolution provided,
all funds received by it under any of the provisions of this Resolution
, and the Fiscal Agent is hereby constituted a trustee to administer,
allocate and disburse, as in this Resolution provided, all funds received
by it under any provision of this Resolution, with all the powers and
duties herein prescribed. The Fiscal Agent shall not be responsible for
any loss resulting from any failure on the part of the City to comply
with the provisions of this Resolution, or any failure on the part of the
City to transmit the Revenues to the Fiscal Agent, or for the misappli-
cation of Revenues by the City contrary to the provisions hereof. The
Fiscal Agent in its discretion may make (but shall not- be required to
make) any investigation or take any action it may deem necessary or
desirable in the interest of the holders of the Bonds with respect to
the proper collection, custody and application in accordance with this
Resolution of any Revenues collected or held by the City.
SECTION 7.02. Equality of Bonds. All Bonds issued hereunder,
whether in the form of serial Bonds or sinking fund Bonds, and
irrespective of series, shall rank equally as to security, regardless
of the time or times of their issue, and shall be entitled to no priority
one over another, or as between Bonds havIng the same serial matur-
ities, with respect to any Revenues or other funds pledged as security
for or available for the payment thereof, except as expressly pro-
vided therein or herein.
SECTION 7.03. Punctual Payment. The City covenants that it
will duly and punctually payor cause to be paid the principal of
and interest on all the Bonds, together with the premium thereon, if
any be payable, in strict conformity with the terms of such Bonds
and of this Reso~ution, and that it will faithfully obse'rye and perform
all 0f the conditions, covenants arid requirements of this Resolution
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and all resolutions supplemental hereto and of the Bonds issued here-
under.
SECTION 7.04. Against Encumbrances. The City covenants that
it will not create or give, or permit the creation or giving of, any
mortgage, lien or pledge on any personal or real property or equip~
ment used in connection with or related to the Project, or its operation,
or upon any Revenues of the Project or any of the Pledged Net
Parking Meter Revenues of the City or other funds pledged' or held
hereunder, except as security for all the Bonds issued hereunder, and
that it will not permit the sale, lease, Or other disposition' of (i) the
Project or any part thereof ,essential to its operation or necessary to
the maintenance of its Revenues, or (ii) the. parking meters estab-
lished and operated as provided in, and pursuant to the provisions
of Section 5.01 hereof, so long as any of the Bonds remain outstanding;
provided, however, that the City may, to the extent permitted by the
Constitution and laws of the State of California, including the Charter,
lease to any person or persons such portions of the Project as the
Council may deem advisable for use as service stations for the sale
of gasoline and oil and for automobile repair, servicing, greasing, wash-
ing and polishing, or for other purpo,ses not inconsistent with the pur-
poses of the Project; provided that the net revenues to the City from
each such lease shall be and become part of the Revenues of the Project,
and provided, further, in making any such lease none of the City's obli-
gations or covenants ~et forth in Section 5.01 hereof shall be in any
w:ay lessened or impaired.
SECTION 7.05. Maintenance and Operation of Project. The City
covenants that the Project shall at 'all ti.mes be operated and main-
tained in an efficient manner and in good working order and condition
and in such manner that the operating efficiency thereof shall be of
the highest character and so that all lawful orders of any govern-
mental agency or authority having jurisdiction in the premises shall
be complied with (provided the City shall not be required to comply
with any such orders so long as the validity or application thereof
shall be contested in good faith), and that the cost of such operation,
maintenance and compliance with said orders shall at no time be in
excess of Revenues reasonably available for such purposes so long as
any of the Bonds remai;Il outstanding. Tl1e City will from time to
"time, duly pay and discharge, or cause to be paid and discharged, all
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taxes (if al).Y), assessments Or other governmental charges lawfully
imposed upon the Project, or upon any part thereof, or upon the
Revenues, when the same shall become due, as well as any lawful
claim for labor, materials or supplies which, if unpaid, might by
law become a lien or charge upon the Project, or which might impair
the security of the Bonds.
SECTION 7.06. Insurance. The City covenants that upon the pur-
chase or acquisition by it of any real property comprising any portion
of the Project it will obtain and pay for a policy of title insurance
from a recognized title insurance company insuring the City for the
full purchase price or cost of acquisition of such real property.
The City shall take out and maintain or otherwise provide for
(i) fidelity insurance or a fidelity bond or bonds covering all em-
ployees, at any time employed on the Project or any portion thereof,
who receive or handle Revenues of the Project, in an amount sufficient
to cover the maximum amount of Revenues so received or handled
by each such employee during any calendar week; (ii) public liability
insurance in an amount of not less than $100,000 for injuries, including
death, to anyone person, and, subject to the same limitation for each,
person, in an amount of not less than $300,000 for injuries, including
death, to two or more persons on account of anyone accident in con-
nection with the operation of the Project, for which the City is legally
liable; and (iii) property damage insurance in an amount not less than
$100,000 for each accident or loss, including loss by fire occurring to any
property on any portion of the Project, for which the City is legally
liable. Said insurance described in the foregoing clauses (i), (ii) and
(iii) may be provided as a part of the City's comprehensive fidelity,
public liability and property damage insurance and not separately for
the Project. All insurance premiums payable with respect to any of the
foregoing insurance or fidelity bonds (or such proportion thereof as
shall be applicable to the Project) shall,he paid from the Revenues of
the Project, or the proceeds of sale of the Bonds.
The City shall deliver to the Fiscal Agent in the month of July
of each year a schedule in such detail as the Fiscal Agent in its dis-
cretion may deem desirable signed by the City Clerk, setting forth
the insurance policies then outstanding and in force upon or in con-
,nection with or incidental to t,~e Project, iIlCluding,th~ name,s of fhe
insurers' whichhave issued the policies and the amounts thereof and
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the property or risks covered thereby (including liability risks), which
shall be open to inspection by any interested holder of the Bonds.
Whenever the City shall fail to take out or maintain any insur-
ance required or permitted under this Resolution (either as to class
of risks or amount thereof) which in the discretion of the Fiscal
Agent is obtainable at reasonable cost and upon reasonable terms,
or is deemed by the Fiscal Agent to be necessary or desirable in the
interests of the holders of the Bonds, the Fiscal Agent, in its dis-
cretion, may effect such insurance hi its own name as Trustee and
may pay the premiums, cost and expenses of such insurance out of
any moneys then held by it in the Reserve Fund, charging such
premiums, cost and expenses, first against any moneys in the Opera-
tion and Maintenance Fund provided for in paragraph (4) of Section
5.08 hereof. The proceeds of any such insurance effected by the Fiscal
Agent, after first deducting therefrom all premiums, cost and expenses
thereof, shall be paid out and disbursed by the Fiscal Agent upon the
instructions of the City.
SECTION 7.07. Accou,nts. The City covenants that it will keep
and provide accurate books and records of account showing all
Revenues received from the Project and all expenditures relating
thereto, and that all such books and records pertaining to the Project
shall be open at all times during business hours to the Fiscal Agent
'and to the holder or holders of not less than ten per centum (10%)
of the principal amount of Bonds then outstanding, or his or their
representatives duly authorized in writing. .Within one hundred and
twenty (120) days after the close of each fiscal year ending June 30, so
long as any of the Bonds remain outstanding, the City will prepare
and file with the Fiscal Agent a detailed statement of the Revenues and
expenditures for such fiscal year and a detailed balance sheet, taken at
the close of such fiscal year, for the entire Project; all accompanied by
a certificate or opinion in writing of an independent certified public
accountant of recognized standing, selected by the City and satisfactory
to the Fiscal Agent, which certificate or opinion shall include a statement
as to the manner and extent to which the City has complied with the
provisions of this Resolution as it relates to said Revenues, expenditures
and balance sheet. The City covenant.s that it will cause a consolidated
summary of such Revenues and all expenditures and balance sheet to be
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published not later than one hundred and fifty (150) days after the close
of each fiscal year, in a daily newspaper printed in the English language
and published and of general circulation in the City of Bakersfield, Cali-
fornia. Copies of such consolidated summary as so published shall be de~
livered to the Fiscal Agent in such reasonable quantities as may be
requested by the Fiscal Agent for distribution to investment bankers,
security dealers, and others interested in the Bonds, and to the
holders of Bonds requesting copies thereof, but the Fiscal Agent
shall not be required to incur any expense in making such distribu-
tion. All the reports and other documents required under this Reso-
lution shall be available for inspection by the holders of the 'Bonds
at the office of the Fiscal Agent.
SECTION 7.08. ' Competitive Facilities. The City covenants and
agrees that, except for the Project (the Revenues of which are pledged
to payment of and as' security for the Bonds issued hereunder) and
except for official parking facilities adjacent to public buildings of the
City, the City will not engage in, or so far as lies in its power permit,
the acquisition, construction, completion, operation or maintenance of
any publicly owned public off-street vehicular parking facilities within
the corporate limits of the City which will be compeJitive with the
Project, so long as any of the Bonds ,are outstanding: The City shall
have the right to operate and maintain official parking facilities adja--
cent to public buildings of the. City separately and not as a part of the
Project; provided, however, that the City hereby covenants and agrees
that all net revenues, income and profits (if any) derived by the City
, from the operation of-official parking facilities adjacent to public build-
ings of the' City for public off-street vehicular parking purposes shan
and will be deposited by the City in and for the purposes of the Revenue
Fund created by Section 5.06 hereot
SECTION 7.09~ Paying Agents. So long as any of the Bonds re-
, main outstanding, the City will at all times keep in each city in
, which any of the Bonds shall be expressed to be payable, as to either
principal or interest, an office or agency where the Bonds and the
interest coupons, which by their terms are payable in such city, may
be presented for payment and will from - tim~ to time give ,vr~tten
Ilotice to the Fiscal Agenf and each Paying Agent of the location of
each such office or agency.
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SECTION 7.10. Maintenance of Powers. The City covenants that
it will at all times use its best efforts to maintain the powers, functions,
duties and obligations now reposed in it pursuant to law, and will not
at any time voluntarily do, suffer or permit any act or thing the
effect of which would be to hinder, delay or imperil' either the pay-
ment of the indebtedness evidenced by any of the Bonds or the per-
formance or observance of any of the covenants herein contained.
SECTION 7.11. Lirnitation upon .Arnendatory Resolutions. The
City will not,adopt anyres91ution or take any action or proceeding
for the purpose of amending, altering or modifying any of the pro-
visions of, this' Resolution, except in the manner and subject to the
limitations set forth in Article IX hereof.
SECTION 7.12.' Co~dernnation Proceeds. ,If all or any portion
of the Project shall be taken by eminent domain proceedings or other
proceedings authorized by law, the net proceeds realized by the City
therefrom shall be deposited wi,th the, Fiscal Agent in trust for the
exclusive benefit of the holders of all of the Bonds then outstanding,
and all such holders shall have the right and, shall be entitled to share
in such proceeds equally and, ratably in. the proportion which the
principal amount of Bonds owned by such holder bears to the principal
amount of all of the Bonds, then outstanding, without preference or
priority of any' one Bond, or of, any series thereof, over any other
Bond or any other series, but subject to the following condition, to
wit: If the Project or portion thereof so taken by condemnation can
be replaced at a cost, as estimated by an independent engineer ap-
proved by the' Fiscal Agent and evidenced by a certificate of said
engineer, not to exceed the' proceeds realized by the City from said
condemnation and if the projected annual revenues of the replacement
for the Project or portion thereof so taken for at least the three fiscal
years next succeeding the estimated date of completion of said re-
placement shall equal or exceed the average annual Revenues of the
Project or portion thereof so taken for the three fiscal years prior
to the date of the condemnation decree (or 36 times the average monthly
Revenues from the date of completion of the Project or portion thereof
"so taken to the date of such decree if less than three years shall have
"elapsed between said dates), as estimated by said engineer and evi-
denced by said certificate of said engineer, then the City shall have ,the
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right to replace or reconstruct the Project or portion thereof so taken
out of the net proceeds realized by the City from said condemnation
and the Fiscal Agent shall permit such proceeds to be withdrawn from
time to time for said purpose but only after the Fiscal Agent shall
have received and approved the following instruments:
(a) A resolution of the Council authorizing and approving
the replacement or reconstruction of the Project or portion there-
of so taken, authorizing the, application of the net proceeds
realized by the City from said condemnation in whole or in
part to that purpose, requesting the Fiscal Agent to redeliver
said net proceeds to or upon the, order of the City and certifying
that the City IS not then in default under any provisions of this
Resolution;
(b) A certificate of the City stating that the City has ex-
pended moneys or incurred liabilities to the amount equal to the
amount requested in such certificate to be paid over to the City
for the purpose of replacing or reconstructing the Project or
,portion thereof so taken, and specifying the items for which such
moneys were expended or such liabilities were incurred in such
reasonable detail as may be required by the Fiscal Agent in its
, discretion;
(c) A certificate of an independent engineer, approved by
the Fiscal Agent, that in his opinion the amount to be withdrawn
by the City is reasonable, necessa~y and currently required for
the purposes requested; and , .
(d) An opinion of counsel, satisfactory to the Fiscal Agent,
that such withdrawals of said net proceeds may properly be
permitted by the Fiscal Agent under the terms of this Resolu-
tion upon the basis of the foregoing instruments.
The Project or portion thereof so replaced or reconstructed by
the City from said net proceeds shall be deemed to constitute the
Project or a portion thereof hereunder with like force and effect
as though acquired or constructed in whole or in part from the pro-
ceeds .of the Bonds issued here,und.er or from the, Revenues of the
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Project, and all ,Revenues of ..' said replacement for . the Project ~r
'p~rti~n thereof so taken are pledged herei:mder to 'the' same 'extent
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and with like force and effect as all other Revenues are pledged here-
under. Any balance of any net proceeds realized by the City from any
condemnation proceedings not required for the purpose of replace-
ment or reconstruction of the Project or portion thereof so taken shall
be set aside and deposited by the Fiscal Agent in the Revenue Fund
pI:oyided for in Section 5.06 hereof and shall be used solely for the
purposes thereof.
SECTION 7.13. Further Assurances. The City covenants that it
will make or adopt and execute, or cause to be made, adopted and
executed, any and all such further resolutions, acts, deeds, convey-
,ances, assignments or assurances as may be reasonably required for
effectuating the intention of this Resolution, arid for the better assur-
ing and confirming unto the' holders of' the: Bonds of the rights and
. benefits provided in this Resolution.
ARTICLE 'VIII
CONCERNING THE FISCAL AGENT AND PAYING AGENTS
SECTION 8.01. Fiscal Agent. The' City hereby appoints Anglo
California National Bank, San Francisco, 'California, an institution
. authorized by law to receive deposits of funds of the City, as Fiscal
Agent hereunde,r. The Fiscal Agent is authorized to authenticate and
deliver the Bonds of any series authorized hereunder, to pay the prin-
cipaland interest of the Bonds as they severally mature, to act as
depositary and trustee and to hold, receive and disburse the Revenues
and other moneys transrriitted to or held by it hereunder with respect
to the Project, and to administer any or all of the Funds created pur-
suant to the provisions of ArtIcle V hereof, and apply the moneys in
such funds, and otherwise to hold all the offices and perform all the
functions and duties provided iIi this Resolution to be held and per-
formed by the Fiscal Agent, but subject to the conditions hereinafter
set forth with respect to the liability of the Fiscal Agent. The Fiscal
Agent shall signify its acceptance of the duties and obligations imposed
upon it by this Resolution by executing and delivering to the City a
written acceptance thereof. By executing the certificate of authenti-
cation endorsed upon any Bond the Fiscal Agent shall be deemed to
have accepted such duties and obligations not only with respect to any
Bond so authenticated, but with respect to all the Bonds, but only upon
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the terms and conditions set forth in this Resolution. Within ten (10)
days after the end of each three months' period, beginning with the
three months' period ending March 31,1956 (for the period January 1
to March 31, 1956), the Fiscal Agent will file with the City a financial
statement setting forth the amount, as of the end of such three months'
period in each of the funds then held by the Fiscal Agent under this
Resolution and also setting forth all receipts into and disbursements
from each such fund during such three months' period.
SECTION 8.02. Registration Agent and Paying Agents. The Fis-
cal Agent shall perform all of the duties as Registrar or Registration
Agent for the purpose of registering, transferring and exchanging
the Bonds.
The City hereby appoints The First National City Bank of New
York, The City of N ew York, State of New York, as the New York
Paying Agent, and Continental Illinois National Bank and Trust Com-
pany of Chicago, Chicago, Illinois, as the Chicago Paying Agent,' of
the City for the Series A Bonds.
The City may appoint any bank or trust company in any city
in which the Bonds of any series may be made payable as its Paying
Agent in such city. Each Paying Agent shall signify its acceptance
of the duties and obligations imposed upon it by' this Resolution by
.executing and delivering to the City and to the Fiscal Agent a written
acceptance thereof. The City may' appoint as many Paying Agents
'in different cities as the City deems desirable.
SECTION 8.03. Liability of Agents. The recitals of fact and all
promises, covenants and. agreements 'herein and in the Bonds con-
'tained shall be taken as statements, promises, covenants and agree-
ments of the City, and neither the Fiscal Agent nor any Paying Agent
assumes any responsibility for the correctness of the same, or makes
any representations as to the validity or, sufficiency of this Resolution
or of the Bonds or coupons, or shall incur any responsibility in respect
thereof, other than in connection with the duties or obligations herein
or in the Bonds assigned to or imposed upon them, respectively.
Neither the Fiscal Agent nor any Paying Agent shall be under any
responsibility or duty with respect to the issuance of the Bonds for
value. The Fiscal Agent, unless requested by the holders of five per
centum (5%) in principal amount of the Bonds then outsta:p.di:p.g and
furnished with satisfactory indemnity, shall' not be r~quired to asc~r~
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tain or inquire as to the exercise or performance of any of the cove-
nants or agreements of the City herein set forth; nor shall any
Paying Agent be under any such requirement. Neither the Fiscal
Agent nor any Paying Agent shall be liable in connection with the
performance of its duties hereunder, except for its own wilful mal-
feasance.
SECTION 8.04. Security for Deposits. All funds held by the
Fiscal Agent may be deposited by it in its banking department and
shall be secured at all times by such obligations, and to the fullest
extent, as shall be required by law covering the deposit of public funds
of the City in banks in this State. All obligations comprising such
security shall be deposited with and,held by th(j City Treasurer, or by
any agent of the City Treasurer who may now or hereafter be authorized
by law to receive and hold such security, as security for, such respective
deposits, but the Fiscal Agent shall at all times have full power of sub-
stitution therefor of other such obligations. No such security shall be
required for any deposits made with the Fiscal Agent hereunder unless
at the time such security is required by law of the State of California.
All deposits so made with the Fiscal Agent, shall be held in trust
subject to withdrawal only as provided in' this Resolution. ,
The Fiscal Agent shall at all times maintain appropriate acco~mts
which will indicate from day today the amounts and character of all
deposits with it and which will also indicate the proportion of such
deposits which are allocated to each of the Funds established pursuant
to the provisions of Section 5.08 hereof.
The Fiscal Agent shall allow and credit interest on any moneys
held by it hereunder at such rate as it customarily allows upon similar
funds of similar size under similar conditions. Interest allowed in
respect of proceeds of insurance or proceeds of condemnation awards
sha,ll be credited to such proceeds.
The City may authorize the Fiscal Agent to employ the services
of any bank or trust company lawfully doing business in the State
of California to effect collection of Revenues of the Project and trans-
mit the same to the Fiscal Agent at its principal office in San Francisco.
The Fiscal Agent shall not be liable for the acts of any agent selected
by it in good faith to effect collection of Revenues.
SECTION 8.05. Notice to Agents. The Fiscal Agent, and any
Paying Agent, shall be protected in acting ~pon a~y notice, resolu-
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tion, request, consent, order, certificate, report, bond or other paper
or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. The Fiscal Agent may
consult with counsel, who mayor may not 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 accord-
ance therewith.
The Fiscal Agent, or any Paying Agent, shall not be bound to
recognize any person as the holder of a Bond unless and until such
Bond is submitted for inspection, if required, and his title thereto
satisfactorily established, if disputed.
Whenever the Fiscal Agent, or any 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 be
deemed to be conclusively proved and established by a certificate of
the City, signed in its name by an officer, and such certificate shall be
full warrant for any action taken or suffered under the provisions of
this Resolution or any supplemental resolutIon; but in its discretion
the Fiscal Agent, or any Paying Agent, may, in lieu thereof, accept
other evidence of such fact or matter or may require such further
or additional evidence as to it may seem reasonable.
The Fiscal Agent, or any Paying Agent, acting in good faith,
may conclusively rely as to the truth of the statements and correctness
of the opinions expressed therein, upon the certificates or opinions
conforming to the requirements of this Resolution; and shall be fully
protected in taking any action which, under the provisions of this
Resolution, is to be taken by them upon the written request of the
City or others.
SECTION 8.06. Arrangements Between Fiscal Agent and any
Paying Agent. The Fiscal Agent shall enter into such arrangements
with any Paying Agent appointed by the City as shall seem necessary
and desirable in order to enable such Paying Agent to carry out the
duties of such office.
SECTION 8.07. Compensation. The Fiscal Agent and any Pay-
ing Agent appointed by th~ City :hereunder ,shall be entitled .tp
,'" ...' . ". ;". . .'
reasonable compensatIOn (on a baSIS to be agreed upon wIth.the
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City) for all services rendered hereunder and also all reasonable
expenses, charges, counsel fees and other disbursements and those
of their attorneys, agents, engineers or other technical advisers and
employees incurred in and about the performance of their powers
and duties hereunder, and the expenses of the Fiscal Agent under
this Section shall include the compensation and expense of any in-
dependent certified public accountant, independent engineer or other
expert and, to the extent that funds may not be available from other
sources, the cost of preparation of the audits provided for in Section
7.07 hereof, and to the extent now or hereafter permitted by law re~m-
bursement for its reasonable compensation and expenses in conneCtion
with any action taken by it under this Resolution to protect the intljr-
ests of the holders of the Bonds, including any action taken by it under
Section 8.18 or 8.19 hereof in "its capacity as trustee or attorney-in-
fact as proyided therein, or moneys advanced for the reasonable com-
pensation and expenses of any other person who may be such trustee
or attorney-in-fact as provided in Section 8.18, 8.19 or 8.20 hereof.
SECTION 8.08. Indemnity. The Fiscal Agent, before taking any
action referred to in Section 8.07 hereof, may in its discretion from
time to time require from the Bondholders indemnity satisfactory to it
against its expenses and liabilities in connection with such action.
SECTION 8.09. Ownership of Bonds by .Agents. The Fiscal Agent
and any Paying Agent may become the owner of Bonds and coupons
with the same rights they would have if they were not Fiscal Agent
or such Paying Agent, and may act 'as depositary for and permit
any of their officers o,r directors to act as a member of, or in any
other capacity with respect to, any committee formed in the interest
of Bondholders, whether or not such committee shall represent the
holders of a majority in principal amount of the Bonds" outstanding
hereunder.
SECTION 8.10. Resignation of Fiscal .Agent. The Fiscal Agent
may at any time resign and be discharged of its duties and obliga-
tions hereby created by giving not less than sixty (60) days' written
notice to the City, specifying the date when such resignation shall
take effect, and publishing notice thereof, once in each week for two
(2) successive calendar weeks in a newspaper published in the English
language and having a general circulation in the City, and such resig-
nation shall take effect on the day specified in such notice unless pre"
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viously a successor shall have been appointed as hereinafter provided,
in which event such resignation shall take effect immediately upon the
appointment of such successor; provided, however, that such resigna-
tion of the Fiscal Agent shall in no event take effect until such successor
shall have been appointed.
SECTION 8.11. Removal of Fiscal Agent. The Fiscal Agent may
be removed at any time by the City with the consent of the holders
of a majority in principal amount of the Bonds then outstanding,
excluding any Bonds held by or for the account of the City. In order
to effect such removal there shall be filed with the Fiscal Agent an
instrument in writing signed on behalf of the City and an instru-
ment or concurrent instruments in writing signed by such Bond-
holders or their duly authorized attorneys, but such removal shall
not take effect until a successor Fiscal Agent shall have been appointed
as hereinafter provided.
SECTION 8.12. Appointment of S1~ccessor Fiscal Agent. In case
at any time notice of resignation shall have been given by the Fiscal
Agent as provided in Section 8.10 hereof, 'or instruments shall have
been filed. with the Fiscal Agent to effect removal as provided in
Section 8.11 hereof, or the Fiscal Agent shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver,
liquidator or conservator of the Fiscal Agent or of its property shall
have been appointed, or if any public officer shall take charge or
control of the Fiscal Agent or of its property or affairs, a succes-
sor shall be appointed by the City wIth the consent of the holders
of a majority in principal amount of the Bonds then outstanding
hereunder, excluding any Bonds held by or for the account of the
City. Such appointment shall be effective upon and shall be evidenced
by the filing with such new Fiscal Agent of an instrument in writ-
ing signed on behalf of the City and by an instrument or concurrent
instruments in writing signed by such Bondholders or their duly
authorized attorneys, notification thereof being given to the pre-
decessor Fiscal Agent; provided, nevertheless, that, if pending the
appointment of a new Fiscal Agent as aforesaid there would be a
vacancy in the office of the Fiscal Agent, the City, without the con-
sent of Bondholders, by a duly executed written instrument, shall
appoint a Fiscal Agent to fill such vacancy until a ne\v Fiscal Agent
'shall be appointed. as herein provided. The City shall publish "notice
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of any such appointment made by it without the consent of the Bond-
holders, once in each week for two (2) consecutive calendar weeks, in
a daily newspaper published in the English language and having a
general circulation in the City, the first publication to be made within
ten (10) days after such appointment. Any new Fiscal Agent so ap-
pointed by the City without the consent of Bondholders shall, immedi-
ately and without further act, be superseded by the new Fiscal Agent
aPJ;lOinted by the City with the consent of Bondholders as hereinabove
provided or by a court as hereinafter provided.
If no appointment of a successor Fiscal Agent shall have been
made by the City, with the consent of the Bondholders, as aforesaid,
upon the expiration of one hundred and twenty (120) days after any
event shall have occurred which required the appointment of a succes-
sor Fiscal Agent by the City with the consent of Bondholders, as here-
inabove provided in this Section, the then Fiscal Agent shall, and the
City or the holder of any Bond outstanding hereunder may, apply to
any court of competent jurisdiction to appoint a successor Fiscal Agent.
Said court may thereupon, after such notice, if any, as such court may
deem proper, prescribe and appoint a successor Fiscal Agent.
Any Fiscal Agent appointed under the provisions of this Section
8.12 in succession to the Fiscal Agent shall be a bank or trust com-
pany organized under the laws of the State of California or a national
banking association, in either case doing business in the State of
California and having a capital and surplus aggregating at least
$2,000,000, and authorized by law to fully perform all the duties and
obligations imposed on it by this Resolution, if there be such a bank or
trust company or national banking association willing and able to ac-
cept the office on reasonable and customary terms; otherwise some other
bank or trust company or national banking association, having an
office in the State of California and otherwise similarly qualified as
hereinabove provided, shall be appointed.
SECTION 8.13. Documents of Sitccession. Any successor Fiscal
Agent appointed hereunder shall execute, acknowledge and deliver
to its predecessor Fiscal Agent, and also to the City, an instrument
accepting such appointment hereunder, and thereupon such successor
Fiscal Agent, without any further act, deed or covenant, shall become
fully vested with all moneys, estates, properties, rights, powers, duties
and obligations of its predecessor hereunder with like e'ffect as if
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originally named as Fiscal Agent herein; but the Fiscal Agent ceasing
to act shall nevertheless, on the written request of the City or of
the successor Fiscal Agent, execute, acknowledge and deliver such
instruments of conveyance and further assurance and do such other
things as may reasonably be required to more fully and certainly
vest in and confirm to such successor Fiscal Agent all the right,
title and interest of the Fiscal Agent in and to any property held by
it hereunder, and shall pay over, assign and deliver to the successor
Fiscal Agent any money or other property subject to the trusts
and conditions herein set forth. Should any resolution, deed, con-
veyance or instrument in writing from the City be required by the
new Fiscal Agent for more fully and certainly vesting in and con-
firming to such new Fiscal Agent any such estates, rights, powers
and duties, any and all such resolutions, deeds, conveyances and
instruments in writing shall on request, so far as may be authorized
by law, be adopted, executed, acknowledged and de,livered by the City.
SECTION 8.14. Merger and Consolidation of Agents. Any com-
pany into which the Fiscal Agent, or any Paying Agent, may be merged
or with which it may be consolidated, or any company resulting from
any merger or consolidation to which it shall be a party, shall be the
successor Fiscal Agent, or Paying Agent, as the case may be, without
the execution or filing of any paper or the performance of any further
act.
SECTION 8.15. Authentication of Bonds by Successor Fiscal Agent.
In case any of the Bonds contemplated to be issued hereunder shall
have been authenticated by the Fiscal Agent but not delivered, any
successor to the Fiscal Agent may adopt the certificate of authenti-
cation of the Fiscal Agent so authenticating the Bonds and deliver said
Bonds so authenticated; and in case any of said Bonds shall not have
\
been authenticated, any successor to the Fiscal Agent may authenticate
such Bonds in the name of the predecessor Fiscal Agent or in the name
of the successor Fiscal Agent, and in all cases such certificate shaJl
have the full force which it is anywhere in said Bonds or in this Reso-
lution or any supplemental resolution provided the certificate of the
Fiscal Agent shall have.
SECTION 8.16. Resignation and Discharge of Paying Agents. Any
Paying Agent appointed by the City, or. any _successor, herea~ter ap:-
pointed, may at any time reslgu arid be discharged from the duties a~d
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obligations hereby created by giving at least sixty (60) days' written
notice to the City and to the Fiscal Agent. Such Paying Agent or any
successor hereafter appointed may be removed at any time by an in-
strument filed with such Paying Agent and signed by the City and the
Fiscal Agent. Any successor to the Paying Agent sha~l be appointed
, by the City with the approval of the Fiscal Agent. If for any reason
there shall not at any time be a successor to any Paying Agent resigned
or discharged, all of the duties of such successor Paying Agent may be
performed by or on behalf of the Fiscal Agent by any agency acceptable
to and approved by the Fiscal Agent. In the event of the resignation or
removal of any Paying Agent, such Paying Agent shall pay over, assign
and deliver to the successor Paying Agent (including the Fiscal Agent
then acting for or on behalf of such successor Paying Agent) any
moneys held by it as Paying Agent.
SECTION 8.17. Execution of Docu11wnts by Oity. Except as other-
wise provided herein, any request, order, notice or direction, required
or permitted to be furnished pursuant to any provision hereof, by the
City to any Fiscal Agent appointed hereunder, shall be sufficiently
executed in the name of the City by the Mayor('GI thrJ C:~+~T l\fn~ng^~ ^r
other em)c'ltirc OfRlHlP{of the City and also by the Clerk or any Deputy
Clerk of the City, with the seal of the City affixed.
SECTION 8.18. Fiscal Agent to Act as Tntstee for Bondholders.
The Fiscal Agent is hereby appointed (and the successive respective
holders and registered owners of the Bonds and interest coupons, by
taking and holding the same, shall be conc~usively deemed to have so
appointed the Fiscal Agent) as trustee to represent the Bondholders
in the matter of exercising and prosecuting on their behalf such rights
and remedies as may be available to such holders under the provisions
of the Bonds and this Resolution as well as under the Charter or other
provisions of applicable law. Upon any default or other occasion giving
rise to a right in such ~rustee to represent the Bondholders, such trustee
'may take such action on beha~f of the Bondholders as may seem appro-
'priate to it and, upon the request in writing of the holders or registered
owners of twenty per centum (20%) in principal amount of all the Bonds
then outstanding, which request shall specify such default or occasio~
and the action to be taken by the trustee, and upon being furnished
. with indemnity satisfactory to it, such trustee shall take such action
"on behalf 'of the Bondholders as may have been so requested.
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Except as in this Section 8.18 expressly provided, no holder or
registered owner of any Bond or of any interest coupon appertaining
to any coupon Bond shall have any right by virtue or by availing of
any provision of this Resolution or the Charter or other provisions of
app~icable law, to institute any suit, action or proceeding, at law or in
equity, for the appointment of any trustee in bankruptcy, receiver,
liquidator or custodian of the Revenues and other Funds pledged or
held hereunder, unless such holder or registered owner shall previously
have given to the trustee written notice of an existing default, and
unless, also, there shall have been tendered to the trustee security and
indemnity satisfactory to it against all costs, expenses and liabilities
which might be incurred in or by reason of such action, suit or proceed-
ing, and un~ess, also, the holders or registered owners of twenty per
centum (20%) in aggregate principal amount of all the Bonds then out-
standing shall have requested the trustee in writing to take action with
respect to such default and the trustee shall have declined to take such
action or failed so to do within thirty days thereafter; it being intended
that no one or more such holders or registered owners of such Bonds
or interest coupons shall have any right in any manner to institute or
prosecute any action, suit or proceeding for the appointment of a
trustee in bankruptcy, receiver, liquidator or custodian of the Revenues
and other Funds pledged or held hereunder, except in the manner here-
in provided, and for the equa~, proportionate benefit of all holders and
registered owners of all outstanding Bonds and interest coupons; pro-
vided, that nothing contained in this Resolution or in the Bonds shall
affect or impair the obligation to pay the principal of, premium (if
any) and the interest on the Bonds as therein provided, or shall affect
or impair the right of action, which is absolute and unconditional, of
the holders or registered owners of the Bonds to otherwise enforce pay-
ment thereof by virtue of the contract embodied in the Bonds and in
this Resolution, the Constitution and laws of the State of California,
and the Charter, or to enforce any of the covenants or provisions in
the Bonds, this Resolution, the Constitution and laws of the State of
California, or the Charter, except as hereinabove provided with respect
to suits, actions or proceedings for the appoi~tment of any tnls~ee in
bankruptcy, receiver, liquidator or custodian of the Revenues and other
Funds pledged or held hereunder.
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SECTION 8.19. Fiscal Agent Constituted Attorney-in-Fact for
Bondho.lders. The. Fiscal Agent is hereby appointed (and the sue-
cessivere,f3pectiveholders and registered owners of the Bonds and in-
terest coupons issued hereunder, by taking and holding the same, shall
be conclusiv.ely, deemed to have so appointed it) the true and lawfu~
attorney~in-fact of the respective holders and registered owners of all
Bonds and interest coupons, with authority to make or file, irrespective
,of whether the Bonds or any of them are in default as to payment of
principal or interest, in the respective names of the holders and regis-
tered owners of the' Bonds, or interest coilpons, or in behalf of all
holders and registered owners of the Bonds, or of interest coupons
~,:pertaining to the: Bonds, 'as a class or . Classes, any proof of debt,
amendment of proof of debt,' petition 01' other document, to re'ceive
payment of any sum or sums becoming disti'ibutab~e on account there-
of, and to execute any and rill other papers and documents and to do
and perform any aIid all acts and things 'for and in behalf of the re-
spective holders of the 'Bonds or interest coupons, or in behalf of such
holders and registered owners as a class or classes, as may be necessary
or advisable in the opinion of suchattorney-in~fact in order to have the
respective claims, of such holders or registered owners of Bonds or
interest coupons allowed in any equity receivership, insolvency, ~iqui-
dation, bankruptcy or other proceedings to ,~hich the 'City may at any
time be a party, and to receive payment of or on account of such claims;
and each and every receiver, assignee or trustee in bankruptcy is here-
by authorized by each of the respective holders and registered owners
of the Bonds and interest coupons to make such payments to such
attorney-in-fact, and, in the event that such attorney-in-fact shall con-
sent to the making of such payments directly to such holders or regis~
tered owners, to pay to such attorney-in-fact any. amount which may
be due to it for compensation and expenses, includirig counsel fees;
incurred by it up to the date of such distributIon.
SECTION 8.20. Appointment of S'Lthstit'Lde Tntstee for Bondholders.
By written consent or affirmative vote or' a meeti'ng of Bondholders
in the manner hereafter specified in Article IX hereof (except that
the consent of the holders of only a majority in principa~ amount of
all of the Bonds, excluding any Bonds held by or for the account of the
City, need ,be obtained) all the rights, powers and duties hereby or
inten9.edtobe:,given to the Fiscal Agentunder the preceding Sections"
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8.18 and 8.19 may be vested in another banking or trust company, or
in any other corporation, company, association, committee, individual
or individuals, regardless of their place of doing business or residence,
without, however, thereby altering or affecting any right, power or
duty of the Fiscal Agent under any other provision of this Resolution.
SECTION 8.21. City's Duties When No Fiscal Agent is Acting. If
for any reason and at any time there should not be a Fiscal Agent
acting hereunder, or to the extent that the Fiscal Agent should not be
able to fully discharge all duties herein imposed upon it, the City cov-
enants it will administer or cause to be administered all Revenues,
Funds and moneys herein referred to in the same manner as it is herein
required that such Revenues, Funds and moneys shall or may be ad-
ministered by the Fiscal Agent as an independent trustee, and the City
wi~l discharge or cause to be discharged the duties herein imposed upon
the Fiscal Agent in the same manner as it is herein required that such
duties shall be discharged by the Fiscal Agent, until such time as a
Successor Fiscal Agent shall lawfully be appointed hereunder or the
Fiscal Agent be fully able to discharge such duties.
ARTICLE IX
MODIFICATION AND AMENDMENT OF RESOLUTION
, SECTION 9.01. Amendment by Two-Thirds Consent of Bond-
holders. This Reso~ution and the rights and obligations of the City
and of the holders and registered owners of the Bonds and coupons
may he modified or amended at any time by resolution supplemental
hereto adopted pursuant to the affirmative vote ata meeting of Bond-
holders, or with the written consent without a meeting, of the holders
of 66% % in principal amount of each series of Bonds issued here-
under voting separately and asa class as the holders of each such sep-
arate series, exclusive, however, of Bonds disqualified as provided in
Section 9.09 hereof; but no such modification or amendment shall extend
the maturity of or reduce the interest rate on, or otherwise alter or
impair the obligation of the City to pay the principal (other than modi-
fica'tion of the sinking fund or reserve fund of any series or the Reserve
Fund provisions set forth in Article V hereof), or interest or redemp-
tion premiums at the time andplaceand at the rate a~d, in the currency
provided therein of any Bond without the expre'ss consent of the holder
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or registered owner of such Bond, nor permit the creation by the City
of any mortgage or pledge or lien on the Project, or upon any Revenues
or other funds pledged or held hereunder, nor reduce the percentages
of Bonds required for the affirmative vote or written consent to an
amendment or modification, nor, without its written assent thereto,
modify any of the rights or obligations of the Fiscal Agent.
SECTION 9.02. Bondholders' Meetings. The Council may at any
time call a meeting of the holders of Bonds. Every such m~eting shal.l
be held at such place in the City as may be specified in the notice calling
such meeting. Written notice of such meeting, stating the place and
time of the meeting and in general terms the business to be submitted,
shall be mailed by the City Clerk, postage prepaid, not less than thirty
(30) nor more than sixty (60) days before such meeting, (a) to each
registered owner of Bonds then outstanding, at his address, if any,
appearing upon the registry books of the City, (b) to each holder of
any Bond payable to bearer who shall have filed with the Fiscal Agent
an address for notices, and ( c) to the Fiscal Agent; and such not~ce
shall be published by the City Clerk at least once a week for two (2)
successive weeks in a daily newspaper published in the English language
and having a general circulation in the City, the first such publication
to be not less than thirty (30) nor more than sixty (60) days pri<;>rto
the meeting; provided, however, that the mailing of such notice shall ill
no case bea condition precedent to the validity of any action taken at
,any such meeting.
SECTION 9.03. Attendance in Person or by Proxy. Attendance
'and voting by Bondholders at such meeting may be in person or by
proxy. Owners of registered Bonds may, by an instrument in writing
under the'ir hands, appoint Rnypersonas 'their proxy to vote at any
meeting for them.
In order that holders of Bonds payable to bearer or their proxie!,\
may attend and vote without producing their Bonds, the Fiscal Agent
'may make and from time to time vary such regll~ations as it shall
think proper for the deposit of Bonds with, or exhibit of Bonds to, any
banks, bankers, trust companies, investment bankers, dealers or
brokers, or other firms or depositaries wherever situated, and for the
issue by them, to the persons depositing or exhibiting such Bonds, of
certificates in form approved by the Fiscal Agent. Such certificates shall
''Constitute proo~ of ownership entitling the holders thereof to be present
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and vote at any such meeting and to appoint proxies to represent them
and vote for them at any such meeting in the same way as if the persons
so present and voting, either personally or by proxy, were the actual
bearers of the Bonds in respect of which such certificates shall have
been issued. Any regulations so made by the Fiscal Agent shall be
binding and effective. Copies of such regulations shall be kept on file
by the Fiscal Agent at its principal office. Officers or nominees of the
City may, and officers or nominees of the Fiscal Agent shall, be present
or represented at such meeting and take part therein, but shall not be
entitled to vote thereat.
Any registered owner of Bonds or any holder of a certificate pro-
vided for in this Section 9.03 shall be entitled in person 0'1' by proxy
to attend and vote at such meeting as holder of the Bonds registered
or certified in his name, without producing such Bonds. All others
seeking to attend or vote at such meeting in person or by proxy must
produce the Bonds c,laimed to be owned or represented at such meeting,
and all persons seeking to attend or vote at such meeting in person or
by proxy shall, if required, produce such further proof of Bond owner-
ship or personal identity as shall be satisfactory to the Fiscal Agent.
All proxies presented at any meeting shall be delivered to the In-
spectors of Votes and filed with the Fiscal Agent.
SECTION 9.04. Chairman and Secretary. Persons named by the
Fiscal Agent shall act as temporary Chairman and Secretary of any
, meeting of Bondholders. A permanent Chairman and a permanent
Secretary of such meeting shall be selected by the Bondholders and
proxies present by a majority vote, irrespective of the amount of their
holdings. The permanent Chairman of the meeting shall appoint two
Inspectors of Votes who shall count all votes cast at such meeting,
except votes on the election of Chairman and Secretary as aforesaid,
and who shall make and file with the Secretary of the meeting their
verified written report in duplicate of all such votes so cast at said
meeting.
SECTION 9.05. Quorum and Adjournments. The holders of not
less than the principal amount of the Bonds required for any action to
be taken at such meeting must be present at such meeting in person or
by proxy in Qrder to constitute ,a quorum for the 'transaction', of, ;busi- t
ness; less than a quorum, however, shall have power to adjourn ,from
time to time without any other llbti'ce than thea:imouncemeIltthereof
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at the meeting; provided, however, that if such meeting is adjourned
by less than a quorum for more than thirty (30) days, notice thereof
shall forthwith be mailed by the City Clerk, at least seven (7) days
prior to the adjourned date of the meeting in the manner provided in
Section 9.02 hereof; and such notice shall be published by the City
Clerk in the manner provided in said Section 9.02, at least once in each
thirty (30) day perIod of such adjournment. The failure to mail such
notice as aforesaId shall in no case affect the validity of any action
taken at any meeting held pursuant to such adjournment.
SECTION 9.06. Holders of Disq'ualified Bonds. The Fiscal Agent
shall adopt appropriate regulations to require each Bondholder or
proxy, before voting at any meeting as provided in this Article IX or
before his consent provided for in this Article IX shal~ be deemed ef-
fective, to reveal if the Bonds as to which such vote or consent is given
are disqualified as provIded in Section 9.09 hereof and, if so, to furnish
a certificate, in form satisfactory to the 'Fiscal Agent as to the identity
of the holder by or for whom the Bonds are so held; and the Fiscal
Agent shall be entitled to rely on the information so obtained, and shall
assume that all Bonds as to which such information is not so obtained
are not disqualified under said SectIon 9.09 unless the Fiscal Agent
shall have been furnished with a certificate, in form satisfactory to it;
as to the identity of the holder by or for whom any of such Bonds are
held.
SECTION 9.07. Records of Bondholders' Meetings. A record, iri
duplicate, of the proceedings of each meeting 01 Bondholders shall be
prepared by the permanent Secretary of the meeting and shall have at-
tached thereto the original reports of the Inspectors of .votes and
affidavits by a person or persons havIng knowledge of the facts, show-
ing a copy of the notice of the meeting and 'setting forth the facts with
respect to the mailing and publication thereof under the provisions of
Section 9.02 hereof and, in a proper case, under the provisions of Sec-
'tion 9~05 hereof. Such a record shall be signed and verified by the affi-
davits of the permanent Chairman and the permanent Secretary of the
meeting, and one duplicate thereof shall be delivered to the City Clerk
"and the other to the Fiscal Agent for preservation by such Fiscal Agent;
Any record so signed and verified shall be proof of the matters therein
stated until the contrary is proved. A true copy of any ,resoluWHl
~ad6pted by such meeting shall be mailed by the City Clerk to each
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registered owner of Bonds outstanding hereunder and to each holder
of any such Bonds payable to bearer who shall have filed with the Fiscal
Agent an address for notices (but failure so to mail copies of such
resolution shall not affect the validity of such resolution) and notice of
the fact of the adoption of such resolution (stating that a cOI>Y thereof
is available for inspection at the office of the City Clerk and also at the
office of the Fiscal Agent) shall be published at least once a week for
two (2) successive weeks in a daily newspaper published in the English
language and having a general circulation in the City, the first publi-
cation in each case to be made not more than ten (10) days after the
date of the adoption of such resolution. Proof of such mailing and publi-
cation by the affidavit or affidavits of a person or persons having Imowl-
edge of the facts shan be filed with the City Clerk and with the Fiscal
Agent. No such resolution adopted by such a meeting shall be binding
unless a valid resolution of the Council be passed containing the modi-
fications or amendments authorized by the resolution adopted by such
meeting. A copy of said resolution of the Council, certified by the City
Clerk, shall be filed with the Fiscal Agent. If such a resolution of the
Council is adopted (and a certified copy thereof is filed with the Fiscal
Agent and if the Fiscal Agent is satisfied that such resolution contains
the modifications and amendments, and only the modifications and
amendments, authorized by the resolution adopted by such meeting of
Bondholders) then the resolution adopted by the Council shall be
deemed conclusively to be binding upon the_ City and the holders of all
Bonds and coupons (except as otherwise hereinabove specifically pro-
vided in this Article)' at the expiration of sixty (60) days after such
filing, except in the event of a final decree of a court of competent juris-
diction setting aside the resolution adopted by such meeting of Bond-
holders or annulling the action taken thereby in a legal action or
equitable proceeding for such purpose commenced within such sixty (60)
day period. Nothing in this Article contained shall be deemed or con-
strued, by reason of any call of a meeting of Bondholders or of any
right expressly or impliedly conferred hereunder to make such call, to
authorize or permit any hindrance or delay in the exercise of any right
or rights conferre(} upon .or res~r:ved to the Bondholders or to the Fiscal,
Agentunqer any of the provisions of this Resolution or of any resolu-
,tion ,amendatory hereof or supplemental hereto or of the Bonds issued
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SECTION 9.08. Amendments by Written Consent of Bondholders.
The Council may at any time adopt a valid resolution amending the
provisions of the Bonds or of this Resolution or of any reso.lution
amendatory hereof or supplemental hereto, or any two or more of the
foregoing, to the extent that such an amendment is permitted by the
provisions of Section 9.01 hereof, to take effect when and as provided
in this Section. Upon the adoption of such resolution a certified copy
thereof shall be delivered to and held by the Fiscal Agent for the
inspection of the Bondholders. A copy of such resolution, together with
a request to Bondholders for their consent thereto, shall be mailed by
the City Clerk to Bondholders and notice of the adoption thereof shall
be published in the manner provided in Section 9.07 hereof for the
mailing and publication referred to in that Section (but failure to mail
copies of such resolution and request shall not affect the validity of the
resolution when assented to as in this Section provided). Such resolu-
tion shall not be effective unless there shall have been filed with the
Fiscal Agent the written consents of the percentages of holders of out-
standing Bonds specified in Section 9.01 hereof and a notice shall have
been published as hereinafter in this Section provided. Each such con-
sent shall be effective only if accompanied by proof of ownership of the
Bonds for which such consent is given, which proof shall be such as is
permitted by Section 9.03 hereof. A certificate or certificates by the
Fiscal Agent that it has examined such proof and that such proof is suffi-
cient shall be conclusive that the consents have been given by the holders
of the Bonds described in such certificate or certificates of the Fiscal
Agent. Any such consent shall be binding upon the holder of the Bonds
giving such consent and on any subsequent holder (whether or not
such subsequent holder has notice thereof) unless such consent is re-
voked in writing by the holder giving such consent or a subsequent
holder by filing such revocation with the Fiscal Agent prior to the date
when the notice hereinafter in this Section provided for has been first
published. The fact that a consent has not been revoked may likewise
be proved by a certificate of the Fiscal Agent. After the holders of the
required percentages of Bonds sha,ll have filed their consents to the
resolution, the City Clerk shall mail and publish a notice to the Bond-
holders in the manner provided in Section 9.07 hereof for the mailing
of the resolution and publicatiop. of a notice of adoption thereof referred
to in said Section (but failure to mail copies of said notice shal~ not
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affect the validity of the resolution or consents thereto) stating in sub-
stance that the resolution has been consented to by the holders of the
required percentages of Bonds and will be effective as provided in this
Section. The City Clerk shall file with the Fiscal Agent proof of giving
such notice. A record, consisting of the papers required by this Section
to be filed with the Fiscal Agent shall be proof of the matters therein
stated until the contrary is proved, and the resolution shall be deemed
conclusively binding (except as otherwise hereinabove specifically pro-
vided in this Article) upon the City, the Fiscal Agent and its successors,
and the holders of all Bonds and coupons at the expiration of sixty (60)
days after the filing with the Fiscal Agent of the proof of the giving of
such last-mentioned notice, except in the event of a finai decree of a
court of competent jurisdIction setting asid.e such consent in a iegal
action or equitable proceeding for such purpose commenced within such
sixty (60) day period.
SECTION 9.09. Disqualified Bonds. Bonds owned or held by or
for the account of the City, the State of California or any political sub-
division thereof (including any municipal corporation, district, or any
public corporation, board or agency thereof, of any class or kind, but
excluding Bonds held in any state, county, city or other public pension
or employees retirement fund) shall not be deemed outstanding for the
purpose of ans vote or consent or other action or any calculation of out-
standing Bonds in this Article IX provided for, and shall not be entitled
to vote or consent to, or take any other action in tl1:is Article provided
for. For the purposep.ereof no bank organized under the laws of the
State of California and no nationalbanIdng association doing business
in said State or elsewhere, shall be deemed to be an agency of sam
State.
SECTION 9.10. Endorsement of Bonds Issued After Amendments.
,Bonds authenticated and delivered after' the effective date of any ac-
tion taken as hereinabove proyided rimy, and if the 'Fisc&l Agent so
, determines shall, bear a notation by endorsement or otherwise in form
approved by the Council and the Fiscal Agent as to such action, arid
in that case upon demand of the holder of any Bond outstanding at
such effective date and presentation of his Bond for the purpose at
the office of the Fiscal Agent or at such additioha1 office's as the Fiscal,
< Ag~nt may selec,t and desigJ;late for that purpose, a suitable notati6~
sha~l' beniadeon 'suchBQnd: If the Council 'or the Fiscal.Agent<sha.l1
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so determine, new Bonds so modified as, in the opinion of the Council
and the Fiscal Agent, to conform to such Bondholders' action shall be
prepared, authenticated and delivered, and upon demand of the holder
of any Bond then outstanding shall be exchanged at the office of the
Fiscal Agent, without cost to each Bondholder, for Bonds then out-
standing, upon surrender of such Bonds with all unmatured coupons
appertaining thereto.
SECTION 9.11. Meetings Called' by Fiscal Agent. The Fiscal
Agent may at any time, and if requested by the Counci~ or by the
holders of five per centum (5%) in principal amount of the Bonds then
outstanding shall, call a meeting of the holder~ of the Bonds for any
purpose including, without limitation of the generality of the fore-
going, the appointment of a successor Fiscal Agent Or the appointment
of a trustee or attorney-in-fact as provided in Section 8.20 hereof. The
provisions of Sections 9.02 and 9.03 hereof shall, to the extent appro-
priate, be applicable to any such meeting.
SECTION 9.12. Amendatory Endorsement of Bonds. The provi-
sions of this Article IX shall not prevent any Bondholder from accepting
any amendment as to the particular Bonds held by him, provided that
due notation thereof is made on such Bonds.
ARTICLE X
MISCELLANEOUS
SECTION 10.01. Liability of City Limited to Revenues. Notwith-
standing anything in this Resolution contained, neither the payment of
the principal of or interest on any Bond issued pursuant to this Reso-
lution shall constitute a debt, liability or obligation of the City, except
as provided in the Charter or in this Resolution; and the City shall not
be required to advance any moneys derived from the proceeds of taxes
collected in the City for the use and benefit of the City, or from any
'SOurce of income other than Revenues as provided in this Resolution
for any of the purposes in this Resolution mentioned, whether for the
payment of the principal of or interest or any redemption premiums on
the Bonds or for the maintenance and operation of the Project herein
authorized.
SECTION 10.02. Benefits of Resolution Limited to Parties and
Bondholders. Nothing in this Resolution, expressed or implied, is
,intended ors4q,llbe cop.str}led to confer upon, or to 'give to,a:p.y ,per~on,
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firm or co.rporation other than the parties hereto and the holders and
registered owners of the Bonds outstanding, any right, remedy, or claim
under 01' by reason of this Resolution, and any covenants, stipulations,
promises and agreements in this Resolution contained by and on behalf
of the City shall be for the sole and exclusive benefit of the parties
hereto, and of the holders of the Bonds and of the coupons outstanding.
SECTION 10.03. S'tlCcessor is Deemed Included in all References to
Predecessor. Whenever in this Resolution or any supplemental reso.-
lution either the City or the Fiscal Agent or any Paying Agent is
named or .referred to, such reference shall be deemed to include the
successors o.rassigns thereof, and all the covenants and agreements
in this Resolution contained by or on behalf of the City or by or on
behalf of the Fiscal Agent, or by or o.n behalf of any Paying Agent
shall bind and inure to the benefit of the respective successors and
assigns thereof whether so expressed or no.t.
SECTION 10.04. Discharge of Resolution. If all of the outstand-
Ing Bonds shall have matured, o.rshall have been duly called for re-
demption and the redemption date thereof shall have arrived, and if
the City shall deposit with the :Fiscal Agent in trust, funds pursuant
to this Resolution sufficient to pay and available for the payment of all
amounts due on a~l Bonds, including all principal, interest and redemp-
tion premiums, then, at the election of the Council, evidenced by notice
in writing signed in the name of the City by the Mayor or the City
Manager and the City Clerk, or a Deputy Clerk, and delivered to. the
Fiscal Agent, and notwithstanding that any Bonds or interest coupons
shall not have been surrendered for payment, the pledge of the Revenues
and other Funds provided for in this Resolution and all other obliga-
tions of the City under this Resolution shall cease and terminate, except
only the obligation of the City to. payor cause tobe paid to the holders
of the Bonds and interest coupons not so surrendered and paid all sums
due thereon.
, Any funds held by any Fiscal Agent at the time o.f receipt by such
Fiscal Agent of such notice from the City, which are not required for
the purpose above mentioned, shall, at the election of th.e qoun~il" evi-
denced by a notice in writing signed in the name -'of the City by the
Mayor or the City~anager and the City Clerk, or a Deputy Clerk, ,be
paid over to the City.
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No Bond or appurtenant coupon shal.l, after the maturity thereof
either according to its terms Qr through call of such Bond for earlier
redemption, be deemed to be outstanding; provided, that mQneys in
the requisite amount for the payment thereof shall have been deposited
with the Fiscal Agent, as trust funds, and are available for payment
of such Bond or coupon UPQn demand.
SECTION 10.05. Execution of Documents by Bondholders. Any
request, declaration Q,r other instrument which this Resolution may
require or permit to be signed and executed by Bondholders may be
in one or more instruments of similar tenor, and shall be signed 0.1'
executed by Bondholders in person or by their attorneys appointed
in writing.
Except as Qthe.rwise herein express.ly provided, the fact and date
of the execution by any Bondholder or his attorney Qf such request,
declaration or other instrument or 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
executiQn thereof, or by an affidavit of a witness Qf such execution, duly
sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the amount of
Bonds transferable by delivery held by any person executing such re-
quest, declaratiQn or other instrument or writing as a Bondholder,
and the numbers thereof, and the date of his holding such Bonds, may
be proved by a certificate, which need not be acknowledged or verified,
satisfactory to. the Fiscal Agent executed by a trust company, bank,
investment banker, dea~er, broker, or other depositary wherever situ-
ated, showing that at the date therein mentiQned such person exhibited
to. or had on deposit with such depositary the Bonds described in such
certificate. Continued ownership after the date of deposit stated in
such certificate may be proved by the presentation of such certificate
if the certificate contains a statement by the depQsitary that the Bonds
therein referred to are in fact held on deposit by such depositary and
will not be surrendered without the surrender of the certificate to the
depositary, except with the consent of the Fiscal Agent, and by a certifi-
cate of the Fiscal Agent, which need not be acknowledged or verified,
t:p.atsuch-co~sent has not been ~iven. The Fiscal Agent may. neverth~.
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less in its discretion require further or other proof in cases where it
deems the same desirable. The ownership of registered Bonds and the
amount, maturity, number and date of hol9.ing the same shall be proved
by the registry 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 or by the Fisca,l
Agent or any Paying Agent hereunder in good faith and in accordance
therewith.
SECTION 10.06. Waiver of Personal Liability. No officer, agent
or employee of the City or of any department, board or agency thereof,
shall be individually or personally liable for the payment of the princi-
pal of or interest on the Bonds; but nothing herein contained shall
relieve any such officer, agent or employee from the performance of
any official duty provided by ,law.
SECTION 10.07. Official Publication. .Any publication to be made
under the provisions of this Resolution in successive weeks may be
made in each instance upon any business day or the week and need not
be made on the same day of any succeeding week nor in the same news-
paper for any or all of the successive publications, but may be made
in different newspapers.
SECTION 10.08. Partial Invalidity. If anyone or more of the cov-
enants or agreements, or portions thereof, provided in this Resolution
on the part of the City or of the Fiscal Agent or any Paying Agent to
be performed should be contrary to law, then such covenant or cov-
enants, such agreement or agreements, or such portions thereof, shall
be null and void and shall be deemed separable from the remaining
covenants and agreements or portions thereof and shall in no way
affect the validity of this Resolution or of the Bonds; but the Bond-
holders shall retain all the rights and benefits accorded to them under
the Constit'ution and laws of the State of California and the Charter.
SECTION 10.09. Cremation 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
Reso~ution, the City Treasurer may, by a certificate in writing exe-
cuted by him, direct the Fiscal Agent or any Paying Agent appointed
by the City to cremate su~h BOl!-ds al!-d.ful'Ilish to the City. a certificate
'qf such cremation!
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SECTION 10.10. Successors to City. If the powers or duties of the
City shall hereafter be transferred by amendment of the Charter or a
new Cha.rter or any provision of the Constitution or any other law of
the State of California, and if such transfer shall relate to any matter
or thing permitted or required to be done under this Resolution by the
City, then the entity that shall succeed to such powers or duties of the
City shall act and be obligated in the place and stead of the City as
in this Resolution provided.
SECTION 10.11. Repeal of Inconsistent Resol1.dions. All other
resolutions ,of the Council, or parts of resolutions, inconsistent with
this Resolution are hereby repealed to the extent of such inconsistency.
SECTION 10.12. Effective Date of Resolution. This resolution
shall take effect from and after its passage and approval.
PASSED AND ADOPTED this 14th day of November" 1955, by the fol~
lowing vote:
Ayes: Councilmen-
AVES: CARNAKIS,~. CROES, DOOLIN, EVELETH, SCHWEITZER, SULUVAN.
NOES: ~ J>)
ABSENT: oJ .2 -I.~""')
Noes: Councilmen-
Absent: Councilman---'
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ATTEST:
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[Seal of the City of Bakersfield]
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"~"mmm'"'"n~
Mayor of the C.I. of Bakersfield,
California.
Presented to and approved by me this 14th day of N ovember~
.._m(jyj.~. :.9"__"'0_____0
.Mayor of the City of ttkersfield,
, ,California.
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81
CLERK'S CERTIFICATE
I, MARIAN S. IRVIN, City Clerk of the CITY OF BAKERSFIELD, Cali-
fornia, do hereby certify that the foregoing is a full, true and correct
copy of a resolution duly adopted at a regular meeting of the Council
of said City duly and regularly held at the regular meeting place thereof
on the 14th day of November, 1955, of which meeting all of the members
of said Council had due notice and at which a majority thereof were
present; that at said meeting said resolution was adopted by the fol-
lowing vote:
Ayes: Councilmen-
~
~.
Noes: Councilmen-
AYES: CARNJlKIS ~ CROES 000
' , . UN, EVELETH. SCHWEITZER, SULLIVAN.
NOES: ~ A~
ABSENT: ~ P... -........ ')
Absent: Councilman-
That I have carefully compared the same with the original minutes
of said meeting on file and of reco,rd in my office and that said resolu-
tion is duly entered of record in the minute book of said Council
and that said resolution is a full, true and co!rect copy of the original
reso.lution adopted at said meeting and entered in said minutes. That
said resolution has not been amended, modified or rescinded since the
date of its adoption and the same is now in full force and effect.
WITNESS my hand and the seal of the City of Bakersfield this 14th
day of November, 1955.
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Californig,
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[&eal of the'~ity of Bakersfield]
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