The URL can be used to link to this page

Home My WebLink About66-32CITY COUNCIL OF THE CITY OF UKIAH RESOLUTION NO. ~'Z -~f~ AUTHORIZING THE ISSUANCE OF $175,000 PRINCIPAL AMOUNT Q~F PARKING DISTRICT NO. 1 BONDS OF THE CITY OF UKIAH /'~- ADOPTED FKBRUARY ~, 1966 CITY OF UKIAH RESOLUTION NO. ~'/' -~2~ RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH AUTHORIZ- ING THE ISSUANCE OF $115,000 PRINCIPAL AMOUNT OF PARKING DIS- TRICT NO. 1 BONDS OF THE CITY OF UKIAH, PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS, AND PROVIDING FOR THE PLEDGE OF PARKING REVENUES AND THE LEVY OF AD VALOREM ASSESSMENTS IN PARKING DISTRICT NO. 1 OF THE CITY OF UKIAH TO SECURE PAYMENT OF THE PRINCIPAL AND INTEREST THEREOF. WHEREAS, the City of U~iah, State of California, is a city duly organized and existing under and pursuant to the provisions of the Constitution and laws of the State of Cali- fornia; 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 park- ing; 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 congestion 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 acquiring, constructing, establishing, improving, extending, maintaining, operating and administering off-street vehicular parking facilities and places within Parking District No. 1 of the City and, to that end, that bonds be authorized and issued for and on behalf of Parking District No. 1 of the City as in this Resolution provided; and WHEREAS, the City is authorized to take proceedings for the establishment of off-street parking facilities in Parking Dis- trict No. I of the City and to issue bonds for and on behalf of Parking District No. I of the City to finance such facilities under the provisions of the Parking District Law of 1951; and WHEREAS, the City has entered into contracts for the purchase of the land, property and rights of way to be acquired in and for said Parking District No. l, and the amounts to be paid therefor have been fixed and determined~ which said amounts, together with the additional items specified in Section 95402 of the Streets and Highways Code of the State of California con- stitute the amount of the Parking District No. I Bonds of the City of Ukiah hereinafter authorized; and WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California, and par- ticularly the Parking District Law of 1951 of the State of Cali- fornia, to be done or performed precedent to and in the issuance of bonds as hereinafter provided have been done, have happened and have been performed in due time, form, and manner as required by law, and the Council is now authorized to issue and sell bonds as hereinafter provided and to levy limited special ad valorem assessments upon the taxable real property within Park- lng District No. l, which has been determined to be the district benefited by said off-street vehicular parking facilities, all as more particularly and finally provided by the proceedings for the establishment of Parking District No. 1 of the City of Ukiah (all of which said proceedings are by this reference in- corporated in this Resolution and made a part hereof); NOW, THEREFORE~ BE IT RESOLVED by the City Council of the City of Ukiah as follows: 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 supplemental 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 Ukiah. (b) "Council" means the City Council of the City, or any other governing or legislative body of the City here- after provided for by law. (c) "City Treasurer" or "Treasurer" means the Treasurer of the City. (d) "Parking District Law" or "Law" means the Park- lng District Law of 1951, being Part 4, Division 18 of the Streets and Highways Code of the State of California. (e) "Resolution" means this Resolution adopted February. 1966 by the Council pursuant to the Constitution and laws of the State of California, and more particularly the Parking District Law. (f) "Supplemental Resolution" means any resolution then in force and effect which has been duly adopted by the Council in accordance with the Parking District Law (or any amendment then in effect amendatory of or supplemental to said law), at a meeting of the Council duly convened and held and at which a quorum was present and acted thereon, amend- atory of or supplemental to this Resolution; but only if and to the extent that such supplemental resolution is specifically authorized hereunder and under the Law. (g) "District" or "Parking District" means Parking District No. i of the City of Ukiah finally formed and es- tablished by Ordinance No. 576A of the City of Ukiah adopted by the City Council of the City of Ukiah on December 8, 1965 and now in effect. (h) "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, or by any other officer of the City duly authorized by the Council for that pur- pose, and also by the Clerk or any Deputy Clerk of the City, with the seal of the City affixed. Any such instrument in writ- ing and supporting opinions or representations, if any, may~ but need not, be combined in a single instrument with any other in- strument, opinion or representation, and the two or more so combined shall be read and construed so as to form a single in- strument. Any certificate or statement of the City may be based, insofar as it relates to legal, accounting, or engineering matters, upon the opinion or representation of counsel, ac- countants, auditors, or engineers, unless the officer or of- ficers signing such certificate or statement knows, 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 reguired to be certified under any provision of this Resolution, but differ- ent 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 certifi- cate or opinion of counsel, accountants, auditors, engineers or other persons provided for herein shall include: (1) a statement that the person making such cer- tificate or opinion or representation has read the per- tinent provisions of this Resolution to which such state- ment, certificate, opinion or representation relates; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements, opinions or representations are based; (5) a statement that, in the opinion of such person, he has made such examination or investiga- tion 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. (i) "Opinion of Counsel" means a written opinion of counsel selected by the City (who may be the City Attorney). Any opinion of such counsel may be based~ insofar 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 e~oneous. 5 (J) "Independent public accountant" means any regis- tered or licensed public accountant or firm of such public ac- countants duly licensed or registered or entitled to practice and practicing as such under the laws of the State of California, appointed and ~aid by the City, ~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 City as an of- ricer or employee of the City, but who may be regu- larly retained to make annual or other similar audits of the books of the City. (k) "Project," generally, ~eans any one or more lots or parcels of land, including rights of way, together with all parking places and improvements thereon, for the storage of automobiles and vehicles, or authorized to be acquired, constructed, established, improved, extended, maintained, operated, or administered by the City, for off- street vehicular parking facilities and places within the District, pursuant to the Parking District Law, including the District parking places, together with all improvements and extensions of the Project hereafter acquired or con- structed. Said term shall include, for a~l purposes of this Resolution and of any Supplemental Resolution, each and every, all and singular, off-street vehicular parking facil- ities acquired, constructed, established, improved, ex- tended, maintained, operated, or administered within the Dis- trict in whole or in part from the proceeds of any Bonds is- sued hereunder or from any Revenues. Nothing in this definition contained shall limit or restrict the use and application of Revenues, to the extent permitted by lawj howsoever and wheresoever derived, or the pledge thereof to the equal and proportionate benefit of all of the Bonds authorized hereunder, without preference or prior- ity of any one Bond over any other, irrespective of the specific improvement or extension of the Project, including any specific off-street parking facility, comprising a part of the Project, for the acquisition, construction, establishment, improvement, extension, maintenance, operation or administration of which the Bonds are issued. (1) "Acquisitions and improvements for the Parking District" means the acquisitions and improvements described in said Ordinance No. 576A referred to in subparagraph (g) of this Section 1.01 and the acquisitions and improvements described in Ordinance No. 5?4 referred to in subparagraph (r) of this Sec- tion 1.01. (m) "Revenues" shall mean gross revenues from the operation of the District parking places and all other charges received or receivable in connection with, and any and all in- come and receipts of whatever kind or character derived by the City from the operation of the Project or arising from the Project. The term "Revenues" also includes all net on-street parking meter revenues and all limited ad valorem assessments and all moneys as may have been or may be impounded or de- posited in any fund created for the security or for the pro- tection of the Bonds, or for the purpose of providing for the payment of the Bonds or the interest thereon. (n) "Gross revenues from on-street parking meters" means all gross revenues or funds derived by the City from all parking meters now owned or controlled by the City, or here- after acquired or controlled by the City, and located on public ways within the Parking District. (o) "Necessary and reasonable on-street parking meter expenses" means the necessary and reasonable costs of acquiring any parking meters to be located on public ways within the Parking District and which have not already been acquired, the necessary and reasonable cost of acquiring any parking meters to replace meters now or hereafter located on said public ways within the Parking District, and the necessary and reason- able costs of installation, maintenance, operation, repair and servicing of any parking meters located on said public ways within the Parking District and the necessary and reasonable costs of collecting the revenues therefrom, but without allow- ance for depreciation or obsolescence. (p) "Net on-street parking meter revenues" means the gross revenues from on-street parking meters within the District after deducting therefrom~ the necessary and reasonable on-street parking meter expenses. (q) "Limited ad valorem assessments" means ad valorem assessments on all taxable real property in the District levied, collected and enforced pursuant to the Law and this Resolution and limited as to both time and rate. The limit as to time shall be twenty (20) years from the date of the Bonds and the limit as to rate shall be seventy-five cents ($.75) on each one hundred dollars ($100) of assessed valuation. (r) "District parking places" means the public park- ing places provided by the acquisitions and improvements for the Parking District (including all improvements and extensions hereafter acquired or constructed) described in Ordinance No. 576A adopted December 8, 1965. "District parking places" also means certain city parking lots (herein called "city parking lots") within the Parking District being used for the purpose of public off-street parking described in Ordinance No. 574 adopted by the Council on December 8, 1965; provided, how- ever, that the Council reserves Jurisdiction to amend said ordinance and to substitute in lie~ of the city parking lots other lands owned by the city (herein called "substituted lands") to be held, used and treated as a district parking place, subject to the following conditions: 1) The costs of improvement of the substituted lands to make them suitable as a vehicle parking place shall be borne wholly by the City and shall not be a charge on Revenues; and 2) The substituted lands shall contain at least an equivalent number of parking stalls as exist on the city parking lots; and 3) The location of the substituted lands shall be within two blocks of the city parking lots; and 4) All proceedings required by the Law to be followed with respect to such exchange shall have been duly followed. (s) "Gross revenues from the operation of the Dis- trict parking places" means all gross revenues derived from the District parking places and includes all fees, tolls, rates, rentals and other charges received for, or in connection with, the use and operation of the District parking places and all other income and receipts derived by the City from the operation of, or arising from, the District parking places. (t) "Necessary and reasonable maintenance and opera- tion costs of the District parking places" means the necessary and reasonable annual expenses of the management, operation and repair o£ the District parking places and other expenses reasonably necessary to maintain and preserve the District parking places in good repair and working order, but does not include depreciation or obsolescence, or extensions or other capital improvements. {u} "Bonds" means the Bonds of Parking District No. 1 of the City authorized by and at any time outstanding pur- suant to the Parking District Law ar~ to this Resolution. "Serial bonds" means bonds, falling due by their terms in specified years, for which no minimum sinking fund payments are provided. "Term bonds" means bonds payable at or before their specified maturity dates from minimum sinking fund pay- ments established for that purpose and calculated to retire such bonds on or before their specified maturity dates. "Additional Bonds" means bonds of Parking District No. 1 of the City issued in accordance with Section 3.02. As used in Articles VI, VIII and IX hereof, the te~m "Bonds" means both Bonds and Additional Bonds. (v) "Maximum annual debt service" means the sum of (1) the interest falling due on Serial Bonds and Term Bonds, assuming that all Term Bonds are retired as scheduled, (2) the principal amount of Serial Bonds falling due by their terms, and (3) the minimum amount of Term Bonds required by this Resolution or any supplemental resolution to be called and redeemed, to- gether with the premiums, if any, thereon; all as computed for the year in which such sum is largest. (w) "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 ve- hicular 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 substantial interest, direct or indirect, with the City; and (iii) is not connected with the City as an of- ricer or employee of the City, but who may be regu- larly retained to make annual or other periodic re- ports to the City. 10 (x) "Fiscal Year" means any twelve-month period begin- ning on July 1 and ending on the next succeeding June 30. (y) "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 suffi- cient for the needs and operation of the City within said Dis- trict, without regard to (a) easements or rights of way or con- ditions in deeds of record or reservations for roads, streets, sewers, or public utility facilities, (b) taxes or liens created by assessment of governmental 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, servitudes, conditions 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 disre- garded. SECTION 1.02. Equal Securit[. In consideration of the acceptance of the Bonds and Additional Bonds 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 Additional Bonds and interest coupons appertaining thereto, and the covenants and agreements herein set forth to be performed by the City on behalf of the District shall be for the equal and proportionate benefit, security and protection of all holders and registered owners of the Bonds and Additional Bonds and interest coupons without preference, priority or dis- tinction as to security or otherwise of any of the Bonds or Additional Bonds or interest coupons over any of the others 11 by reason of number, date of bonds, of sale, of execution, or of delivery or negotiation thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. ARTICLE II THE BONDS SECTION 2.01. Authorization of Bonds. Bonds in the aggregate principal amount of one hundred seventy-five thousand dollars ($175,000) are hereby authorized to be issued by the City under and subject to the terms of this Resolution. The Bonds are designated generally as "Parking District No. I Bonds of the City of Ukiah". SECTION 2.02. Terms of Bonds. The Bonds shall be ___ issued initially as coupon bonds, payable to bearer, with the privilege of registration as to both principal and interest, in substantially the form hereinafter set forth. The Bonds shall be dated April l, 1966, shall be issued in the denomina- tion of $1,000 each, and s~all be numbered from 1 to 175 both inclusive. The Bonds shall bear interest at such rate or rates, not exceeding six per cent (6%) per annum, as may be prescribed by the Council at the time of the sale of said Bords and set forth in a resolution of the Council. Such interest shall be evidenced by coupons attached to each Bond, and each of said coupons shall represent six months' interest on the Bond to which it is attached. The first interest coupon shall repre- sent interest from April 1, 1966 to October 1, 1966, and each subsequent interest coupon shall be payable semiannually on the first day of April and the first day of October in each year thereafter until the Bonds are paid. Each of such cou- pons shall be numbered in the order of its respective maturity. The Bonds shall mature and become payable on April 1 in each year in consecutive numerical order from lower to 12 higher (each Bond to mature for its full face amount and not for any fraction thereof) as follows, to wit: Bond Numbers Principal Maturity Date (Inclusive) .Amount ._ (April. l) i - 5 $ 5,000 1969 6 - 15 10,000 1970 16- 25 10~ 000 ~__~__~~ l~ ~6 - 35 ..... i'o, ooo ~2 36 - 45 lO,OO0 1973 46 - 55 lO, ooo 1974 56 - 65 lO,OOO 1975 66 - 75 lO,OOO 1976 76 - 85 lO,OOO 1977 86 - 95 lO,OOO' 1978 96 - lO5 lO,OOO 1979 106 - 115 10,000 1980 116 - 125 lO,O0o 1981 126 - 135 lO,OO0 1982 136 - 145 lO,OO0 1983 146 - 155 lO,O00 1984 156- 165 10,0o0 1985 166- 175 10,000 1986 Both the principal of and interest on the 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 office of the City Treasurer of the City. Said Bonds ar~ not general obligations or general indebtedness of the City but are special obligations of the City issued for Parking District No. i of the City under the Law, and the Bonds and interest thereon and any premiums upon the redemption of any thereof are payable solely from: (a) the "gross revenues from'the operation of the District parking places"; (b) the "net on-street parking meter revenues;" (c) to the extent provided in this Resolution and in the Law, limited ad valorem assessments; and neither the City nor any of its officers may be held other- wise liable for the payment of the principal of the Bonds or the interest thereon or any premiums upon the redemption of any thereof. SECTION 2.03. Form of Bonds. The Bonds and the interest coupons to be attached thereto shall be in substan- tially the following forms, respectively: 14 (FORM OF BOND) STATE OF CALIFORNIA COUNTY OF MENDOCINO CITY OF UKIAH PARKING DISTRICT NO. 1 BOND OF THE CITY OF UKIAH No. _ , $1,000 For and on behalf of Parking District No. 1 of the City of Ukiah (a parking district duly formed pursuant to the provisions of the Parking District Law of 1951, Part 4, Division 18 of the Streets and Highways Code of the State of California, hereinafter referred to as the "Law"), the City of Ukiah, a municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter called the "City"), for value received, hereby promises to pay, e~lusi~e.!y~_out of the special fund herein- after mentioned, to the bearer (or if this Bond be registered, to the registered owner hereof) on the 1st day of April, 19 (subject to any right of prior redemption hereinafter in this Bond expressly reserved), the principal sum of ONE THOUSAND DOT.TARS ($1,000) together with interest thereon from the date hereof at the rate of per cent (____%) per annum until payment of said 15 principal sum in full, payable semiannually on April 1 and October 1 in each year. Unless this Bond be registered, such interest, prior to maturity, shall be payable only on presentation and surrender of the proper interest coupons hereto attached as they respectively become due. Both the principal of and interest on this Bond are payable, exclu- sively out of said special fund, in lawful money of the United States of America at the office of the City Treasurer of the City of Ukiah, in Ukiah, California. This Bond is one of a duly authorized issue of Bonds of Parking District No. 1 of the City of Ukiah, lim- ited in aggregate principal amount to one hundred seventy- five thousand dollars ($175,000), all of like tenor and date (except for such variations as may be necessary to designate varying numbers, maturities, interest rates, and redemption provisions) all issued pursuant to the Constitution and statutes of the State of California, and a Resolution (here- inafter called the "Resolution"), adopted by the Council on the ~th day of February, 1966. Reference is hereby made to the Law and to the Resolution, copies of which are now on file in the office of the City Clerk of the City, for a par- ticular description of the security therein provided, the nature, extent and manner of enforcement of such security, a statement of the rights of bearers or registered owners of the Bonds, and the provision for issuance of Additional Bonds. All of the provisions of the Law and the Resolution are in- corporated herein and in the coupons appurtenant hereto, and are hereby constituted a contract between the City and the holder or registered owner from time to time of this Bond, to all of the provisions of which .the bearer or registered 16 owner hereof, by his acceptance of this Bond, consents and agrees. Each taker and subsequent holder hereof and of said coupons whether said coupons are attached hereto or detached herefrom shall have recourse to all of the provisions of the Law and the Resolution and shall be bound by all of the terms and conditions thereof. This Bond is issued for the purpose of raising money to finance a project (hereinafter called the "Project") com- prising vehicular parking places in Parking District No. 1 of the City of Ukiah, as more particularly described in the Resolution. Both the principal hereof and the interest hereon, and of all Bonds of said authorized issue, are pay- able exclusively from the special fund hereinafter and in the Resolution referred to, which said fund is hereby pledged for security of the Bonds. Additional Bonds payable from said special fund may be issued on a parity with the Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Resolution. The City hereby covenants and warrants that for the payment of this Bond and all other Bonds of this issue and all Additional Bonds issued pursuant to the Law and the Resolu- tion and interest hereon and thereon when due there has been created and will be maintained a special fund designated "Parking District No. i Revenue Fund" into which all of the pledged revenues will be deposited, together with the proceeds of limited ad valorem assessments upon all of the taxable real property in Parking District No. 1 of the City which may be levied under the terms of the Law and the Resolution and which assessments are limited to twenty (20) years from the date of the Bonds as to time, and to seventy-five cents ($.75) per each $100 of assessed valuation as to rate. 17 Ail of the Bonds of this authorized issue, includ- ing this Bond, and the interest thereon and hereon are payable exclusively from (a) the gross revenues from the operation of the Project within said Parking District No. 1, (b) net on-street parking meter revenues as defined in the Resolution; and (c) to the extent provided in the Resolution and the Law, limited ad valorem assessments levied upon taxable real property in the Parking District, which have been pledged to the pay- ment of the principal of and interest on said Bonds; and the City is not obligated to pay the same except from said sources. This Bond is not secured by the taxing power of the City, except to the limited extent of said ad valorem assessments upon the taxable real property in Parking District No. i of the City, and then only as provided in the Resolution. Neither the City nor its officers are to be held otherwise liable for the payment of the principal hereof or interest hereon. Bonds Nos. I to 75, both inclusive, maturing on or prior to April 1, 1976, are not redeemable prior to their fixed maturity dates. Bonds Nos. 76 to 175, both inclusive, maturing on or after April 1, 1977, are redeemable, at the option of the City, on April 1, 1976, but not prior thereto, and on any interest payment date thereafter prior to maturity, as a whole or in part, in inverse numerical order, from funds derived by the City from any source, at the principal amount thereof and accrued interest to date of redemption plus a premium equal to one-quarter of one per cent (1/4 of 1%) of the principal amount of each bond so redeemed for each year and any remaining fraction thereof from~ the date of such redemption to the date of maturity of such bond so redeemed. The Resolution may ~be amended, altered or modified~ with the written consent of the holders of not less than sixty 18 per cent (60%) of the aggregate principal amount of the Bonds then outstanding, in the manner, to the extant and upon the terms provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of this Bond have existed, happened and been performed in due time, form and manner as required by law, and that the amount of this Bond, together with all other indebtedness of said Parking Dis- trict No. 1 and the City, does not exceed any limit prescribed by the Constitution or statutes of said State. This Bond may be registered in the office of the City Treasurer of the City, as provided in the Resolution, and there- after both the principal of and interest on this Bond shall be payable only to the registered owner. IN WITNESS WHEREOF, the City of Ukiah has caused this Bond to be executed under its official seal, signed by its Mayor and Treasurer and countersigned by its Clerk, and has caused the interest coupons attached hereto to be executed by the facsimile signature of its Treasurer and this Bond to be dated April 1, 1966. Mayor of"'the City'"" of 'Ukia~" · Countersigned: Treasurer of the City of'Ukiah ..... ,, City Clerk of the Ciby of ukia~ 19 (FORM OF INTEREST COUPON) THE CITY OF UKIAH on , 19. , will (unless the within mentioned Bond be registered and subject to any right of re- demption reserved in said Bond) pay to bearer (but only out of the special fund referred to in said Bond) at the office of the City Treas- urer, Uklah, California, the sum shown hereon, being interest then due on Parking District No. 1 Bond of said City, dated April 1, 1966. NO. "'TreAs~reb'O~ the"'city Of Ukiah SECTION 2.04. Redemption Provisi0.ns f..?r Bo..nds. Bonds Nos. 1 to 75, both inclusive, maturing on or prior to April 1, 1976, are not redeemable prior to their fixed matur- ity dates. Bonds Nos. 76 to 175, both inclusive, maturing on or after April 1, 1977, are redeemable, at the option of the City, on April 1, 1976, but not prior thereto, and on any in- terest payment date thereafter prior to maturity, as a whole or in part in inverse numerical order, from funds derived by the City from any source, at the principal amount thereof and accrued interest to date of redemption plus a premium equal to one quarter of one per cent (1/4 of 1%) of the principal amount of each bond so redeemed for each year and any remain- ing fraction thereof from the date of such redemption to the date of maturity of such bond so redeemed. Except as in this Section 2.04 otherwise provided, the redemption of the Bonds shall be subject to the provi- sions of Article IV hereof. 20 Additional Bonds. Additional Bonds may be issu~u~ ~r$;i'~'ed in Section 3.02 hereof. In the event of the issuance of any Additional Bonds, the Council shall adopt a supplemental resolution which shall prescribe the form or forms of such Additional Bonds and shall provide 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 Additional 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. SECTION 2.06. Execution of Bonds. All of the bonds shall be executed by the City in the name of and on behalf of Parking District No. I of the City and under the seal of the City, with the facsimile signature of its Mayor and its Treas- urer 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, lithographed 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. In case any of such officials whose signature or count- ersignature appears on the Bonds or coupons shall cease to be such official before the Bonds and coupons so signed shall have been actually delivered and paid for such signature or counter- signature shall nevertheless be valid and of the same force and effect as if he had remained in office until the delivery of the Bonds and coupons, and such Bonds and coupons shall be is- sued and outstanding hereunder and shall be as binding, in 21 accordance with their terms, upon the City as though the per- son who signed such Bonds or coupons had been such official on the date borne by the Bonds or coupons and on the date of delivery, and also any such Bond may be signed and sealed or any such coupon may be signed on behalf of the City by such person or persons as at the actual date of the execution of such Bond or coupon shall be the proper official or officials of the City although on such date as may be borne by such Bond or coupon any such person shall not have been such official. Before any Bond is executed or delivered, all coupons thereon then matured shall be cut off and cancelled. SECTION 2.07. Negotiability. All of the Bonds and coupons issued pursuant to the Resolution, subject to the provisions for registration and transfer herein and in the Bonds contained, shall be negotiable instruments. The Bonds, except while fully registered as to both principal and interest, shall pass by delivery. The City and any other person may treat the bearer of any unregistered Bond, the registered owner of any Bond registered as to both princi~al and interest, and the ~earer of any coupon appertaining to any unregistered Bond, 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 the City shall not be affected by any notice or knowledge 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 appertaining to any unregistered Bond, or to any registered owner of any Bond registered as to both principal and interest, and all payments of or on account of principal to any bearer of any unregistered Bond, or to any registered owner of any Bond registered as to both principal and interest, shall be valid and effectual and shall be a discharge of the City in respect to the liability upon the Bond or coupon or claim for interest, as the case may be, to the extent of the sum or sums so paid. SECTION 2.08. Registra~i0.n. The Bonds may be regis- tered as to both principal and interest in the manner now pro- vided in Chapter I of Division 6 of Title i of the Government Code of the State of California, the provisions of which are incorporated herein and by reference made a part hereof. SECTION 2.09. Places of Payment ~an~ of Notice. The Bonds and coupons shall be presented for payment or collec- tion at the office of the City Treasurer, Ukiah, California. All notices, requests or demands addressed to the City in re- spect 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, Ukiah, California. SECTION 2.10. BondsMutilate. d~ Lost or Destroyed. The provisions of Article 2 and Article 3 of Title 5, Division 2, Part l, Chapter 3, of the Government Code of the State of Cali- fornia, as they now read, are hereby incorporated herein and made a part hereof with respect to any Bonds mutilated, defaced, lost or destroyed, and with respect to the issuance and payment of duplicate Bonds issued in lieu thereof. ARTICLE III ISSUE OF BONDS SECTION 3.01. Issuance of Bonds. At any time after -- I 1! 11 , , Ifil I I I , the adoption of this Resolution the City may issue, sell at not less than their par value and accrued interest, execute and deliver all or any part of the $175,000 aggregate prin- cipal amount of Bonds authorized hereunder. The City hereby warrants, represents, covenants and declares: (a) That the purpose for which the proceeds of the Bonds herein proposed and authorized to be issued shall be expended is the acquisition, construction, establishment and improvement of the acquisitions and improvements for the Park- ing District (subject, however, to such eliminations, changes and modifications as may be effected pursuant to and in accord- ance with the limitations of the Law), including: payment of the costs of the purchases of certain real properties, demoli- tion of any existing structures; grading and levelling; paving and landscaping; installation of appropriate markings and park- lng meters and facilities for draining and lighting, and other- wise making: said parking places suitable for off-street parking of motor vehicles; payment of incidental expenses in connection with the .~cquisitions and improvements for the Parking District; payment/of all costs of issuance of the Bonds; payment of the initia1 payment into the Reserve Fund as hereinafter provided; payment of the cost of all surveys, of preparation of all plans and specifications and of all engineering, inspection and legal fees payable in respect of the Project or the Bonds, and reimbursement to the City of funds advanced to pay any of the foregoing. (b) That the City estimates that the Project as described in the foregoing paragraph (a) will be completed from the proceeds of the sale of Bonds, including all inci- dental costs in connection therewith, and that all such costs and expenses, and said initial payment into the Reserve Fund, will be fully paid from such funds; and that no mechanics' liens will be permitted to be foreclosed in respect 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). -- I0N 3. General Provisions for Issuance of Additional BOnds fqr the, Project. In addition to the Bonds lssuable under Section 3.01 hereof, the City may issue and de- liver Additional Bonds pursuant to Section 2.05 hereof in such principal amount as shall be determined by the Council and upon compliance by the City with the provisions of this Section 3~02 and the Parking District Law, but subject to the following spe- cific conditions which are hereby made conditions precedent to the issuance of Additional Bonds, viz.: (a) The maturity date of the Additional Bonds last to mature shall not be earlier than the last maturity date of any Bonds then outstanding, the Additional Bonds shall mature on April 1 of each year, and serial maturities and/or minimum sinking fund account payments sufficient in amount to retire all Additional Bonds on or before their respective maturity dates shall be established for the Additional Bonds. (b) The new or additional off-street vehicular park- ing facilities, comprising improvements or extensions of the 25 Project for the acquisition, construction, establishment, im- provement, extension, maintenance, operation or administration of which such Additional Bonds are authorized, shall have been recommended by an independent engineer as being feasible from a practical and financial viewpoint. (c) The aggregate amount of the Revenues as set forth below, as shown by a certificate of an independent engineer, shall be equal to at least 1.0 times the maximum annual debt service payable in any future year on all of the Bonds then outstanding and on the Additional Bonds then proposed to be is- sued plus the estimated "necessary and reasonable maintenance and operation costs of the District parking places" for the first 12-month period during which the additional off-street vehicular parking facilities to be acquired or constructed from the proceeds of Additional Bonds are in operation. Such aggregate amount of Revenues shall consist of the sum of (i) Revenues accounted for through the Revenue Fund (excepting any Revenues derived from any limited ad valorem assessment) dur- ing the immediately preceding twelve-month period or for the last complete fiscal year prior to the issuance of the Addi- tional Bonds, and, at the option of the Council, (ii) 75% of the additional annual Revenues estimated by an independent en- gineer to be received from off-street parking facilities which have been constructed but which have not been in operation for a full year, and (iii) 75% of any increase in annual Revenues estimated by an independent engineer to be received as a result of any increases in off-street vehicular parking rates or on- street meter parking rates which have been made but which have not been in effect for a full year. (d) The amount then in the Reserve Fund is not less than the amount required to be maintained therein pursuant to paragraph (2) of Section 5.05 hereof and all other payments and deposits required, by the Resolution or any supplemental reso- lution, 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 of the sale of the same shall be applied solely for the acquisitionj constructlonj es- tablishment, improvement, extension, maintenance, operation, or administration of such new or additional off-street vehicular parking facilities (including expenses or charges incidental thereto, payments into the Reserve Fund for the payment of principal and interest as hereinafter and in any supplemental resolution provided, and interest on the Additional Bonds during construction of such facilities and for a period of not to exceed six (6) months thereafter) declared and designated by the Council as the acquisitions and improvements of public parking facilities for the District to which the proceeds of the Additional Bonds then proposed to be issued should be applied. (g) Such Additional Bonds shall be equally and rat- ably secured with all Bonds herein authorized to be issued or to be subsequently outstanding hereunder, without preference, priority or distinction (other than with respect to terms of maturity and redemption provisions or sinking fund account payments or other funds or accounts for the security of such Additional Bonds) of any one Bond or Additional Bond over any other Bond. (h) The resolution providing for the issuance of such Additional Bonds shall provide that the revenues from the parking facilities acquired or improved with the proceeds of such Additional Bonds may be used to pay the principal and interest on the Bonds on a parity with such Additional Bonds. (1) All provisions of the Parking District Law and any other applicable law shall have been complied with. Whenever the City shall determine to issue Additional Bonds the City shall adopt or secure, and place on file in the office of the City Treasurer: (i) A resolution supplementary to this Resolu- tion duly adopted by the Council and certified by the City Clerk declaring and defining the acquisi- tions and improvements for which the proceeds of the Additional Bonds proposed to be issued shall be expended and specifying the maximum amount of Addi- tional Bonds to be issued for said acquisitions and improvements and specifying the terms and conditions of such Additional Bonds in substantial conformity with Section 2.05 hereof; (ii) A certificate or opinion of an independent engineer recommending the new or additional off-street vehicular parking facilities pursuant to paragraph (b) of this Section 3.02 and certifying that the Revenues are in the amount required by paragraph (c) of this Sec- tion 3.02. (iii) An opinion of Counsel setting forth (a) that he has examined the supplemental 28 resolution; (b) that the execution and deliv- ery of the Additional Bonds have been sufficiently and duly authorized; (c) that the issuance of the Additional Bonds has been duly authorized by any and all governmental authorities the consent and approval of which is requisite to the valid is- suance of such Additional Bonds, or that no con- sent or approval of any governmental authority is requisite to the valid issue of such Additional Bonds; (d) that said Additional Bonds, when duly executed and delivered by the City subject to the terms hereof and of such supplemental resolution will be valid and binding obligations of the City payable from Revenues in accordance with the terms of this Resolution; (e) that upon the deliv- ery of the Additional Bonds the aggregate principal amount of Bonds and Additional Bonds then outstand- ing under this Resolution will not exceed the amount at the time permitted by law or the then limits of indebtedness of the City, if any, authorized pur- suant to this Resolution; (f) that the City has or will have, upon completion of said acquisitions and improvements good merchantable title thereto, free and clear of all liens and encumbrances, and will be authorized to own, use and operate said acquisitions, improvements or extensions of the Project and to use and apply the Revenues there- from for the payment of the Bonds and Additional Bonds issued hereunder. None of the foregoing conditions (excepting the con- dition that all provisions of the Parking District Law and any other applicable law shall be complied with) shall be applicable to the issuance and sale of Additional Bonds provided that at or before, or simultaneously with, the issuance of such Addi- tional Bonds, provision has been duly made for the call and re- demption or retirement of all of the Bonds issued hereunder and then outstanding. SECTION 3.03. D..is~osition of Proceeds of the Bonds. All cash received by the City upon the sale of the Bonds shall be applied by the City as follows: (a) All accrued interest, from the date of the Bonds to the date of payment of the purchase price thereof, received upon the sale of the Bonds, shall be deposited 'by the City Treas- urer in the Parking District No. i Bond Service Fund referred to in paragraph (a) of Section 5°05 hereof. (b) The sum of $15,O00 thereof shall be deposited by the City Treasurer in the Parking District No. 1 Reserve Fund referred to in paragraph (b) of Section 5.05 hereof. (c) The balance of said proceeds (including any pre- mium) shall be set aside and deposited by the Treasurer of the City in a separate fund to be known as the Parking District No. 1 Acquisition and Improvement Fund which is hereby created and which the City hereby covenants and agrees to maintain. The proceeds of sale of the Bonds in the Parking District No. 1 Acquisition and Improvement Fund shall be used solely for the purpose specified in Section 3.01 hereof, except that any bal- ance remaining in said Fund after the accomplishment of said purpose shall be deemed to be Revenues and, upon completion 3O of the acquisition, construction, establishment and improvement of the Project and the payment of costs and fees provided for in Section 3.01 hereof, shall be deposited by the Treasurer of the City in the Bond Service Fund provided for in Section 5.05 hereof and shall be used solely for the purposes thereof, or may be used to pay the cost of additional acquisitions or im- provements for the District and expenses incidental thereto pur- suant to proceedings in accordance with the Parking District Law. Moneys in said Parking District No. 1 Acquisition and Im- provement Fund may be invested by the City in United States Treasury bills maturing prior to the time that such moneys will be needed by the City for expenditure, as estimated by the Treasurer of the City. SECTION 3.04. Proceeds of Additional Bonds to Acguisi- __ t..ipn and Improvement Fund. Whenever the City shall issue any Additional Bonds under the provisions of Section 3.02 hereof, the City shall deposit the proceeds of sale thereof (including any premium but excluding accrued interest from the date of such Addi- tional 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 supplemental resolu- tion authorizing the issuance of such Additional Bonds to be de- posited in any fund or funds created by such supplemental resolu- tion for the security of such Additional Bonds) in an Acquisition and Improvement Fund to be established for such Additional Bonds. 31 ARTICLE IV REDEMPTION SECTION 4.01. Redemption of Bonds. The Bonds are redeemable before maturity at the prices and upon the terms set forth in Section 2.04 hereof. SECTION 4.02. ~edemption of Additional Bonds. Any Additional Bonds, other than the Bonds, may be made subject to redemption prior to maturity as a whole at any time, or in part from time to time, upon payment of the principal amount plus such premium or premiums, if any, as may be determined by the Council at the time such Additional Bonds are authorized and as shall be specified in the Additional Bonds. SECTION 4.03. p.ub.lication of No_t.ice of ~Redemption. The City shall cause any notice of redemption to be published once, in one newspaper printed in the English language and published, and of general circulation in San Francisco, Cali- fornia, such 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 all of the Bonds of any stated maturity, have been called for redemption, and shall require that such Bonds be then surrendered with, in the case of coupon Bonds, all interest coupons maturing subsequent to the said redemption date, at said office of the City Treasurer for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue after the designated redemption date. A similar notice shall also be mailed by the City to the original purchaser of the Bonds issued hereunder, and to the respective registered owners of any Bonds designated for redemption at their addresses appearing on the Bond registra- tion books, at least thirty (30) days but not more than sixty (60) days prior to the redemption date; provided that such mailing shall not be a condition precedent to such redemption, and failure to mail or to receive any such notice shall not af- fect the validity of the proceedings 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 make available moneys sufficient to redeem, at the premium payable as provided for with respect to Bonds so called for redemption and to pay the interest accrued thereon up to said redemption 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 City Treas- urer, 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 continue to be payable (but without interest thereon, unless the City shall make default in the payment thereof upon demand) to the respec- tive bearers of the coupons therefor upon presentation and sur- render thereof; and after the receipt by the City Treasurer of said moneys so made available, 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 re- ceive payment of the redemption price; no interest will 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 City Treasurer and allocated for that purpose as hereinbefore provided; all provided that the funds allocated as aforesaid remain available therefor. ARTICI~ V FEES, RATES AND CHARGES FOR PROJECT AND ON-STREET PARKING METERS, AND REDUCTIONS OR INCREASES THEREOF; RECEIPT AND DEPOSIT OF REVENUES; ESTABLISHMENT OF FUNDS AND REQUIREMENTS THEREFOR SECTION 5.01. Establis. hment of Fees~ Rates and Charges. (a) The City covenants and agrees that, so long as any of the Bonds remain outstanding, it will at all times establish and collect or cause to be established and collected, on-street parking meter fees for on-street parking meters in the District and fees, rates and other charges for the use of the Project in such amounts that the Revenues as defined in paragraph (m) of Section 1.O1 hereof (including any limited ad valorem assess- ments) pledged to pay the principal of and interest on the Bonds issued hereunder will be at least equal to 1.O times the sum of the following (each with respect to the then imme- diately ensuing twelve months): (1) The interest payments for such twelve months on all of the Bonds outstanding; (2) The principal amount of all serial Bonds maturing by their terms during such twelve months; and (3) The necessary and reasonable maintenance and opera- tion costs of the District parking places. (b) The City further covenants and agrees that so long as any of the Bonds remain outstanding or for a period of twenty (20) years from the date of the Bonds, whichever period shall be shorter, it will at all times, within the District (i) maintain parking meters on the public ways within the District as provided in the proceedings for the formation of the District under the Parking District Law (or any proceedings hereafter taken under said Law for the further acquisition or im- provement of public parking facilities for said District and the issuance of Additional Bonds therefor under said Law), including the follow- ing public ways as described in said proceedings for the formation of the District, to wit: Stephenson St. between School St. and Oak St., North side only Church St. between Oak and Main, South side only Perkins St. between Oak and School, North side only Perkins St. between School and Main, both sides Standley St. between Oak and School, South side only Standley St. between School and State, both sides Standley St. between State and Main, South side only Standley St. between Main and Mason, North side only Smith St. between School and Main, South side only Smith St. between Main and Mason, North side only Oak St. between Standley and Smith, both sides School St. between Clay and Perkins, both sides School St. between Perkins and Standley, West side only School St. between Standley and Henry, both sides State St. between Stephenson St. and Gibson Creek, both sides Main St. between Perkins and Standley, both sides Main St. between Standley and Smith, East side only (ii) establish, maintain and enforce on-street parking regulations relating to the use of parking meters; and (iii) maintain all parking meters in good oper- ating condition and replace said meters as required. If the City, in accordance wi th the Law, shall cease to maintain parking meters on some or all of said public ways specified in said proceedings or portions thereof, the City shall install and maintain on other public ways within the District, on which meters are not now installed, parking meters which will produce net revenues in an amount equal to the net revenues of the parking meters no longer maintained so that there will be no reduction in net on-street parking meter revenues. The provisions of this Section 5.01 shall not be construed to prohibit installation of new parking meters in areas within the District in which such meters are not now located, removal or changes 36 in locations of any parking meters necessitated by reason of pub~llc safety or convenience~ by street widening or street closing or by other traffic control requirements, or reasonable variations or changes of locations of parking meters~ so long as Revenues are not reduced to less than the amount thereof required by this Section 5.01. The City further covenants that if and when and so long as parking meters are installed and maintained on any of the public ways within the District all gross revenues from such meters shall be included in gross revenues from on-street parking meters as defined in Section l. O1 (n) hereof. (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 on the date of payment is legal tender for the payment of public and private debts, or in scrip or tokens issued only upon payment of the face value thereof in such coin or currency. (d) Notwithstanding any provisions of this Resolution and notwithstanding any other agreement made by the City pursuant to the Parking District Law, as a covenant to bondholders or otherwise~ to maintain parking meters on specified public ways, parking meters need not be maintained: (1) On any public way which has become a "freeway" or a "state highway, as defined in Sec- tions 23.5 and 24 of the Streets and Highways Code; (2) At any time and so long as both (i) the net revenues from the operation of District parking places during each of the two next previ- ous fiscal years and available for the payment of 37 principal and interest on the Bonds equaled or ex- ceeded one and one-half times the principal and interest which have or will come due during the current fiscal year, and (ii) the money in the funds to pay principal and interest on the Bonds equals or exceeds all amounts coming due on prin- cipal and interest during the next following twelve months; (3) At any time and so long as the money in the funds to pay principal and interest on the Bonds equals the total of the outstanding Bonds and the interest thereon to maturity; (4) At any time after the Bonds and the inter- est thereon have been fully paid; and way, or portion thereof, if the On a public holders of not less than sixty per cent (60%) of the outstanding Bonds have agreed in writing that the maintenance of parking meters on such public way, or portion thereof, may be discontinued. -Furthermore, the provisions of this Resolution or the provisions of any other agreement shall not affect the right of the Cityj acting by virtue of its police power, to control, regu- late or prohibit the parking of vehicles on any public way, or portion thereof, to the extent necessary to protect the public safety. SECTION 5.02. Collection of Fees~ Rates and Charg.es. __ All fees, rates and other charges for use of any of the facilities 38 of the Project shall be collected in cash for each use thereof not exceeding 24 hours, or in advance for slay use thereof ex- ceeding 24 hours. SECTION 5.03. Receipt and Deposit of Revenues--Reve- nue Fund. The City covenants and agrees that all Revenues pro- vided 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 "Parking District No. 1 Reve- nue Fund" (herein referred to as the "Revenue Fund"), which is hereby created and which the City hereby covenants and agrees to maintain. All such Revenues shall be disbursed, allocated and applied solely to the uses and purposes hereinafter in this Article V set forth, and shall be accounted for separate and apart from all other moneys, funds or other resot~rces of the City. All moneys at any time paid into the Revenue Fund shall be held by the City in trust for the benefit of the holder or holders 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. SECTION 5.04. ._P.l.edge of Revenues. The City hereby places a charge upon and pledges to the payment of the principal and interest on the Bonds issued hereunder, as provided in Sec- tion 7.01 hereof~ all of the Revenues including all gross reve- nues from the operation of the District parking places, all of the net on-street parking meter revenues and all of the limited ad valorem assessments. So long as any Bonds shall be outstanding hereunder, all Revenues which are gross revenues from the operation of the District parking places and all Revenues which are net on-street parking meter revenues shall be 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 in the Revenue Fund created by Section 5.03 hereof and shall be used solely for the pur- poses thereof. So long as any Bonds shall be outstanding hereunder, all Revenues which are limited ad valorem assess- ments shall be deposited and used solely for the purposes and as provided in Section 5.07 hereof. SECTION 5.05. Establishment of Funds for Revenues. All moneys in the Revenue Fund shall at the time hereinafter stated by set aside and deposited by the Treasurer in the follow- ing order of priority in the following respective special funds, viz.: (2) 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 Treasurer and shall be applied, used and withdrawn only for the purposes hereinafter authorized: (a) Parking Distrl~.t No.. 1 Bond ServlqM Fun~. The Treasurer shall set aside out of the Revenue Fund and shall de- posit in the Parking District No. i Bond Service Fund in approxi- mately equal monthly installments,% on or before the sixth business day of each month, an amount equal to at least one-sixth of the Parking District No. i Bond Service Fund, Parking District No. i Reserve Fund, Parking District No. i Operation and Maintenance Fund, Parking District No. i Surplus Revenue Fund, 4O aggregate half yearly amount of the interest becoming due and payable on the outstanding Bonds on the next succeeding April 1 or October l; provided, that during the period from the date of delivery of and payment for the Bonds through the month of Octo- ber, 1966, such payments shall be sufficient on a pro rata basis to pay the aggregate interest becoming due and payable on the Bonds on October 1, 1966. The Treasurer shall set aside out of the Revenue Fund and shall deposit in the Parking District No. I Bond Service Fund in approximately equal monthly installments, on or before the sixth business day of each month, beginning not later than the month of April, 1968, an amount equal to at least one-twelfth of the aggregate yearly amount of principal due and payable on the outstanding Bonds of all series the next succeeding April 1. No payment need be made into the Parking District No. i Bond Service Fund so long as there shall be in the Parking District No. i Bond Service Fund moneys sufficient to pay at least all of the interest to become due in the next ensuing six months and also all of the principal of all Bonds issued hereunder and then outstanding and maturing by their terms in the next en- suing twelve months. All moneys in the Parking District No. 1 Bond Service Fund shall be used solely for'the purpose of pay- ing the interest on and the principal of th~ Bonds as they shall become due and payabl~e \~ (b) ?ar.king D!.st~ri,,c,t ,No., i ,,Re, s,er~.e ,.Fund- The Treas- urer shall set aside out of the Revenue Fund (the initial payment into which is provided for in paragraph (b) of Section 3.03 hereof) on or before the sixth business day of each month all moneys in the Parking District No. 1 Revenue Fund that shall be required 41 to maintain the Parking District No. i Reserve Fund in the amount of ~-~~ o long as any Bonds are outstanding; provided that if any Additional Bonds are issued hereunder the minimum amount to be maintained in said Reserve Fund shall be the amount then equal to the maximum annual debt service on all of the Bonds and Addi- tional Bonds issued hereunder and then outstanding. No payment need be made into the Parking~District No. I Reserve Fund so long as there shall be in said fund a sum at least equal to said re- quired amount. All moneys in the Parking District No. i Reserve Fund shall be used and withdrawn solely for the purpose of pay- ing the principal of and interest on the Bonds, or any part thereof, in the event that no other funds of the City are then available therefor. (c) Parkin$ Dis.~r~lC.t~ No.. 1 Operation and Maintenance Fund. The amount budgeted by the City for operation and mainten- ance of the Project during the then current fiscal year shall be a charge against moneys in the Revenue Fund, which shall be ac- counted for through the Parking District No. 1 Operation and Main- tenance Fund, and after making or providing for the transfers required by paragraphs (a) and (b) preceding, the Treasurer shall set aside out of the Revenue Fund and deposit in the Parking District No. i Operation and Maintenance Fund, from time to time on a monthly basis as nearly as practicable, such amount as is reasonably required by the City for operation and mainten- ance of the Project. The amount so budgeted for operation and maintenance shall be the reasonable and necessary operation and maintenance costs of the Project, calculated in accordance with sound accounting principles, but without allowance for de- preciation or obsolescence. (d) Parking ,., Dis~,rict No. 1 ,S.u~, ~,!US Revenue ~F~tn,d. All moneys remaining in the Revenue Fund after the sixth busi- ness day of each month after setting aside all of the sums required to be set aside by the provisions of the foregoing paragraphs (a), (b) and (c) shall be set aside by the Treasurer in the Parking District No. i Surplus Hevenue Fund. Moneys in the Parking District No. i Surplus Revenue Fund shall be used and withdrawn by the Treasurer as directed by a resolution of the Council for any one or more of the following purposes: (1) to pay any reasonable operation and main- tenance costs of the Project for the then current fiscal year for which no adequate budgeted amount was provided by the City; (ii) for payment by the City of the cost of ex- tensions or improvements of the Project; (iii) to be applied to the purchase of bonds or additional bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is pay- able from the Parking District No. I Bond Service Fund) as the City 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; (iv) to be applied to the redemption of bonds pursuant to Section 2.04 or to the redemption of addi- tional bonds, or transferred to any account hereby es- tablished to be used for the purposes thereof, or to the General Fund ~f the City to be used for any lawful purpose. SECTION 5.06. Investment of Revenues. All moneys constituting Revenues and allocated by the Treasurer to any of the funds, other than the Parking District No. I Reserve Fund, shall be held in time or demand deposits, which shall be secured, to the extent required by law, if any, and shall not be invested, except that such moneys may be invested in direct negotiable ob- ligations of the United States of America maturing prior to the date on which such moneys are needed for expenditure or payment. Moneys allocated to the Parking District No. i Reserve Fund may be held in time or demand deposits secured as required by law, but the Treasurer may invest any or all of the Parking District No. i Reserve Fund, not then required to be applied to the payment of the principal of or interest on Bonds, in dir- ect negotiable obligations of the United States of America, or in negotiable obligations fully guaranteed as to both principal and interest by the United States of America, or in negotiable obliga- tions of the State of Cali£ornia, maturing not more than twelve (12) years from date of purchase. All income from all investments made by the Treasurer pursuant to this Section shall be deposited by the Treasurer in and for the purposes of the Parking District No. I Revenue Fund created by Section 5.03 hereof. SECTION 5.07. Pledse of Ad Valorem Assessments. The City covenants that, subject only to the limitations as to time and rate hereinafter specified, it will levy and collect each year a limited ad valorem assessment upon all taxable real prop- erty in Parking District No. i of the City of Ukiah (except public places and ways in use in the performance of a public function) to the extent to which gross revenues from the operation of the District parking places and the net on-street parking meter revenues for the then current fiscal year, have been, or are expected to be, insufficient to pay the principal and interest of the Bonds, and to the extent to which the Parking District No. I Reserve Fund established for said Bonds,has been, or will be, used to pay such principal and interest on the Bonds, clearly sufficient to pay the principal of and interest on the Bonds or to rebuild and reestablish said Parking District No. 1 Re- serve Fund to the full amount required to be maintained therein. The rate of ad valorem assessment shall be fixed by the Council each year in accordance with the provisions of this Resolution; the limited ad valorem assessments shall not exceed the follow- ing limits, to wit: twenty (20) years from the date Of the Bonds as to time, and seventy-five cents ($.75) on each $100 of assessed valuation of all taxable real property in said Parking District No. 1 as to rate. Said ad valorem assessment shall be levied, collected and enforced in the same manner, at the same times, and with the same penalties and interest, as in the case of taxes levied for the City of Ukiah. The proceeds of any such levy shall be used to the extent necessary to replace any deficiency in the Parking District No. i Reserve Fund and any balance shall be deposited in the Parking District No. 1 Bond Service Fund. Such assessment shall be levied and collected in any event whenever on any August 2nd the Parking District No. 1 Reserve Fund contains less than the minimum amount then required to be maintained therein. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES ON DEFAULT SECTION 6.01. Events of Default; .Applic. ation of Re.ve- .~nu. es. if one or more of the following events (herein called "events of default") shall happen, to wit: (a) If default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by pro- ceedings for redemption, by declaration or other- wise; (b) If default shall be made in the due and punctual payment 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 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 (d) If the City shall file a petition or answer seeking reorganization or arrangement under the Fed- eral 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 peti- tion, filed with or without the consent of the City, ~6 seeking reorganization under the Federal Bank- ruptcy 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 any substantial 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 outstanding shall be entitled, upon notice in writing to the City, to declare the principal of all of the Bonds then outstanding here- under and the interest accrued thereon to be due and payable im- mediately, 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 notwith- standing. All of the Revenues of the Project, including all sums in the Revenue Fund provided for in Section 5.03 hereof and in all of the funds provided for in Section 5.05 hereof upon the date of the happening of any event of default and all sums thereafter received by the City Treasurer hereunder shall be applied by the City Treasurer in the order following upon presen- tation 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 reasonable compensation to their agents, attorneys and counsel; Seco.nd, in case the principal of the Bonds shall not have become due and shall not then be due and pay- able, to the payment of the interest in default in the order of the maturity of the installments of such inter- est, with interest on the overdue installments at the rate of five per cent (5%) 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; Thir.d, in case the principal of the Bonds shall have become due and shall then be 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 cent (5%) 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 preference or priority of principal over interest, or of interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. SECTION 6.02. Rights of Holders of Bonds upon Default. Subject to any contractual limitations binding upon the holders of any of the Bonds, any holder of Bonds shall have the right, for the equal benefit and protection of all holders of Bonds 48 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 California, including the Parking District Law of 1951, and its and their covenants and agreements with the hold- ers 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 express 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 intended to be exclusive of any other remedy, but each such remedy is cumuIative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred hereby. No waiver of any default or breach of duty or contract 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 remedy con- ferred upon the holders of the Bonds may be enforced and 49 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 discontin- ued or abandonedj or shall be determined adversely to the holders of the Bonds, then, and in e~ery such casej the City and the holders of the Bonds shall be restored to their former positions and rights and remedies as i~ no such suit, action or proceeding had been brought or taken. 5O ARTICLE VII COVENANTS OF THE CITY SECTION 7.01. F4uali. tF of...Seq .ur.!ty~. All of the Bonds, regardless of the date of issue and sale, shall be secured by an exclusive pledge of and charge upon the Revenues and the City hereby pledges and assigns for the security of the Bonds all of the Revenues. The sums required to meet the payment of interest and principal of all of the Bonds shall be secured by an exclu- sive pledge of and charge upon all of the Revenues; and all of such Revenues, together with any interest or profits thereon, and the funds provided for in Section 5.05 hereof and any other funds that may hereafter be created from such Revenues for the payment of principal or interest or the better securing of the payment of principal of or interest on any of the Bonds, are irrevocably pledged to and constitute a trust fund for the security and pay- sent 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 authorized by this Resolution, shall not be used for any other purpose as long as the Bonds or any of them or the interest thereon are outstanding or unpaid; eXcept that out of said Revenues there may be apportioned 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 (c) and (d) of Section 5.05 hereof. The City is hereby constituted a trustee to collect, receive, hold and disburse, as in this Resolution provided, all funds re- ceived by it under any of the provisions of this Resolution and is hereby constituted a t~ustee to administer, allocate and dis- burse, as in this Resolution provided, all funds received by it under any provision of this Resolution, with all the powers and duties herein prescribed. SECTION ?.02. ..._~uality of Bonds. All Bonds issued hereunder, whether in the form of serial Bonds or term Bonds, 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 maturities, 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 ?.03. Punctua.1 Payment. The City covenants that it will duly and punctually pay or 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 Resolution, and that it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all resolutions supplemental hereto and of the Bonds issued hereunder. SECTION ?°04. Against Encumbrances. (a) 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 equipment used in connection with or related to the Project, or its operation, or upon any Revenues or other funds pledged or held hereunder, except as security for all of 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 on-street parking meters established and 52 operated as provided in and pursuant to the provisions of Sec- tion 5.01 hereof, so long as any of the Bonds remain outstanding; provided, however, that the City may, to the extent permitted by and subject to the limitations of the Constitution and laws of the State of California, lease to any person or persons such portions of the Project as the Council may deem advisable for purposes not inconsistent with the purposes 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 obligations or covenants set forth in Section 5.01 hereof shall be in any way lessened or impaired. (b) The City may~ subject to the limitations of Section 7.1~ hereof and the Law, sell any part of the Project for cash at a price found by the Council to be not less than the fair market value thereof if it obtains a certificate of an In- dependent Engineer: (i) That after deducting that portion of the net Revenues for the latest fiscal year ended prior to said sale which are allocable to the part of the Project to be sold~ the net Revenues for said latest fiscal year ended prior to said sale (exclusive of limited ad valorem assessments) shall have amounted to at least one and one-tenth (1 and~10) ti~es the maxi- mum annual debt service on all of the Bonds outstand- ing hereunder at the end of said fiscal year; (ii) That the continued use under other owner- ship for the purpose of off-street parking of the part of the Project to be sold will not adversely affect the annual net Revenues; and (iii) That the net Revenues for the then cur- rent fiscal year will be equal to at least one and one-tenth (1 and 1/10) times the maximum annual debt service on all Bonds outstanding hereunder at the be- ginning of said current fiscal year. The City further covenants and agrees that if any part of the Project shall be sold as aforesaid, the net proceeds real- ized by the City therefrom shall be deposited by the Treasurer of the City in a special fund; that if the Council in its discre- tion shall so determine, all moneys in said special fund shall be used to acquire and construct public off-street vehicular parking facilities which shall be extensions of the Project; and that if said moneys cannot be so used or if the Council in its discre- tion shall determine that all or any portion of said moneys shall not be so used, then said moneys or said unused portion thereof shall be forthwith deposited by the Treasurer of the City in the Reserve Fund to the Extent necessary at that time to re- store the Reserve Fund to the amount required by paragraph (b) of Section 5.05 hereof to be maintained in the Reserve Fund and shall deposit any remaining balance of said moneys received by it in the Bond Service Fund provided for in paragraph (a) of Section 5.05 here of. SECTION 7.05. Commence AcQui?i~tion~a~..d C0nst. ruction and Maintenan. ce and Operation of Pro~.ect. The City covenants that, __ as soon as funds are available therefor, the City will commence the accomplishment of the purposes for which the Bonds are issued and will continue the same to completion with all practical dis- patch and in an economical manner. The City covenants that the Project including all on- street parking meters in the District shall at all times be oper- ated and maintained in an efficient and economical manner and in good working order and conditionand in such manner that the oper- ating efficiency thereof shall be of the highest character and so that all lawful orders of any governmental agency or author- ity 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). The City will from time to time duly pay and discharge, or cause to be paid and discharged, all taxes (if any), assessments or other governmental charges lawfully imposed upon the Project, or upon any part thereof or upon any on-street parking meters in the District, or upon the Revenues, when the same shall become due, as well as any lawful claim for labor, materials or supplies or other charges which, if unpaid, might by law become a lien or charge upon the Project or the Revenues or said meters, or which might impair the security of the Bonds. SECTION 7.06. In. suran, c_e. The City covenants that upon the purchase 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 pro- vide for (i) fidelity insurance or a fidelity bond or bonds covering all employees, at any time employed on the Project or any portion thereof, who receive or handle Revenues of the 55 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 $300,000 for injuries, including death, to any one person, and, subject to the same limitation for each per- son, in an amount of not less than $300,000 for injuries, in- cluding death, to two or more persons on account of any one accident in connection with the operation of the Project, for which the City is legally liable; and (iii) property damage insur- ance 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. Such 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) may be paid from the Parking District No. i Operation and Main- tenance Fund, except that premiums on title insurance may be paid from the Parking District No. I Acquisition and Improvement Fund. SECTION 7.07. Accounts~. The City covenants that it _ will keep and provide accurate books and records of account showing all Revenues received from the Project including on-street park- ing meters 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 holder or holders or not less than ten per cent (10%) of the principal amount of 56 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 City Treasurer a detailed statement of the Revenues and expenditures for such fiscal year and a de- tailed 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 public accountant of recognized standing, selected by the City, 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 covenants that it will cause a consolidated summary of such Revenues and expenditures and balance sheet to be 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 Ukiah, California. Such consolidated summary may be pub- lished separately or along with the City's regular financial state- ment, but as a separate supplement thereto. Copies of such con- solidated summary as so published shall be delivered to the Treasurer in such reasonable quantities as may be required for distribution to investment bankers, security dealers, and others interested in the Bonds, and to the holders of Bonds requesting copies thereof. All the reports and other documents required under this Resolution shall ~e available for inspection by the holders of the Bonds at the office of the City Clerk° 57 SECTION 7.08. Maintenance of Powers. The City cove- nants 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 payment of the indebtedness evidenced by any of the Bonds or the performance or observance of any of the covenants herein contained. SECTION ?~09. Limitation upon Amendatory Resolutions. The City will not adopt any resolution or take any action or pro- ceeding for the purpose of amending, altering or modifying any of the provisions of this Resolution, except in the manner and subject to the limitations set forth in Article VIII hereof. SECTION ?.lOo Condemnation Proceeds. If all or any portion of the Project shall be taken by eminent domain proceed- ings or other proceedings authorized by law, the net proceeds realized by the City therefrom shall be deposited with the Treas- urer 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, over any other Bond, but subject to the following condition, to wit: If the Project or portion thereof so taken by condemnation can be replaced from the proceeds realized by the City from said condemnation (and of other funds available therefor), then the City shall have the right to replace or re- construct the Project or portion thereof so taken out of the net proceeds realized by the City from said condemnation (together 58 with any other available funds). Notwithstanding anything herein contained, if in the opinion of Council (which shall be final), as set forth in a reso- lution of the Council adopted by two-thirds of all of the mem- bers thereof, the net proceeds realized by the City as a result of any eminent domain proceedings are relatively nominal in amount and such eminent domain proceedings do not materially affect the ability of the City to meet the payments herein required to be made from Revenues, then in lieu of a pro rata distribution to the bondholders of such net proceeds, the same shall be depos- ited in the Revenue Fund and considered and treated as additional Revenues hereunder. SECTION 7.11. Limitation of Expenditures~ Contribution b~ City. The City makes the covenants herein to be performed by the City or its proper officers, agents or employees; provided, however, that said covenants and other provisions of this Resolu- tion shall not require the City to expend for any purpose of this Resolution any funds other than the net revenues from on-street parking meters, the gross revenues from the operation of the Dis- trict parking places and the proceeds of any limited ad valorem assessment levied pursuant to this Resolution, any Supplemental Resolution, and the Parking District Law. SECTION 7.12. Council to Act as Parkin~ Place C. ommi.s, sion. The City covenants that, in accordance with the provisions of the Parking District Law and proceedings thereunder the Council will perform all of the duties of a Parking Place Commission and shall duly perform all the functions and acts enjoined upon it by the Parking District Law. SECTION 7.13. Competin~ Facilities. The City covenants and agrees that neither it nor the Parking District will operate, 59 nor will it permit any person to operate on property owned by, leased by or otherwise under the control of the City, any public off-street automotive or vehicular parking facility within the area of the District which would impair the ability of the City to comply with the obligations of Section 5.01 hereof. SECTION 7.14. 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, conveyances, assignments or assurances as may be reasonably required for effectuating the intention of this Reso- lution, and for the better assuring and confirming unto the hold- ers of the Bonds of the rights and benefits provided in this Reso- lution. 6O ARTICLE VIII MODIFICATION AND AMENDMENT OF RESOLUTION SECTION 8~01. Amendment .by Writt,en,Co~ent of_~ond- holders. This Resolution and the rights and obligations of the City and of the holders and registered owners of the Bonds and coupons may be modified or amended at any time by resolution sup- plemental hereto adopted with the written consent of the holders of 60% in principal amount of the Bonds issued hereunder, exclu- sive, however, of Bonds disqualified as provided in Section 8.02 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 modification of the Parking District No. i Reserve Fund provisions set forth in Article V hereof), or interest or redemption premiums at the time and place and at the rate and in the currency provided therein of any Bond without the express written 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 any Revenues or other funds pledged or held hereunder, nor reduce the percentages of Bonds required for the written consent to an amendment or modification. The Council may at any time adopt a valid resolution amending the provisions of this Resolution or of any resolution 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 this Section, to take effect when and as provided in this Section. A copy of such resolution, together with a request to Bondholders for their written consent thereto, shall be published at least once in a daily newspaper published in the English language and having a general circulation in the 61 City, such publication to be made not more than twenty (20) days after the date of the adoption of such resolution. Such resolution shall not be effective unless there shall have been filed with the Council the written consents of the percentages of holders of outstanding Bonds specified in this Section. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given. 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). After the holders of the required percentages of Bonds shall have filed their consents to the resolution, the City Clerk shall publish a notice to the Bondholders in the manner provided hereinabove for the publication of the resolution referred to hereinabove stating in substance that the resolution has been consented to by the holders of the required percentages of Bonds and has become effective. Section 8°02. ...Disqua.lifie.d' Bo.n..ds. Bonds owned or held by or for the account of the City, the State of California or any political subdivis ion 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 pur- pose of any consent or other action or any calculation of out- standing Bonds in this Article VIII provided for, and shall not be entitled to consent to, or take any other action in this Article provided for. For the purpose hereof no bank organized under the laws of the State of California and no national bank- ing association doing business in said State or elsewhere shall be deemed to be an agency of said State. ARTICLE IX MISCE~J.ANEOUS SECTION 9.Ol. Liabil%t~ of City Limitgd. Notwithstand- ing anything in this Resolution contained, neither the payment of the principal of or interest on any Bond issued pursuant to this Resolution shall constitute a debt, liability or obligation of the City, except as provided in the Parking District Law of 1951 or in this Resolution. SECTION 9.02. Benefits of Resolution Limited to Parties and Bondholders. Nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon, or to give to, any person, firm or corporation other than the parties hereto and the holders and registered owners of the Bonds outstanding, any right, remedy, or claim under or by reason of this Resolution, and any covenants, stipulations, promises and agreements in this Reso- lution 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 9°03. Successor is Deemed Included in all R~.fere. npes t9 .Prede~.so~.. Whenever in this Resolution or any supplemental resolution the City is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Resolution contained by or on behalf of the City shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. SECTION 9.04. D~qharge of ~e@ol~tion. If all of the outstanding Bonds shall have matured, or shall have been duly called for redemption or provision for such redemption thereof duly made, and if the City shall have on deposit funds or direct 63 obligations of the United States of America pursuant to this Resolution sufficient, together with the interest or income thereon to pay and available for the payment of all amounts due on all Bonds, including all principal, interest and re- demption premiums, then, at the election of the Council, evi- denced by notice in writing executed by the City, and notwith- standing 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 ob- ligations of the City under this Resolution shall cease and terminate, except only the obligation of the City to pay or cause to be paid to the holders of the Bonds and interest cou- pons not so surrendered and paid all sums due thereon. SECTION 9.05. F~..e..cuti°n Of .DoLcuments bY Bon..dholders. Any request, declaration or other instrument which this Resolu- tion 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 or executed by Bondholders in person or by their attorneys appointed in writing. Except as otherwise herein expressly provided, the fact and date of the execution by any Bondholder or his attorney of such request, declaration or other instrument or writing appoint- ing 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 in- strument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the amount of Bonds transferable by delivery held by any person 64 executing such request, declaration or other instrument or writ- ing 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 City Treasurer executed by a trust company, bank, investment banker, dealerj broker~ or other depositary wherever situated, showing that at the date therein mentioned 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 cer- tificate may be proved by the presentation of such certificate if the certificate contains a statement by the depositary 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 City Treasurer, and by a certificate of the City Treasurer~ which need not be acknowledged or verified, that such consent has not been given. The City Treasurer may nevertheless 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 holding the same shall be proved by the registry books. Any request, declaration or other instrument or writ- ing 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 hereunder in good faith and in accordance therewith. SECTION 9.06. Waiver of Personal Liability. No officer, agent or employee of the City or of any department, board, com- mission, or agency thereof shall be individually or personally 65 liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such of- ricer, agent or employee from the performance of any official duty provided by law. SECTION 9.0?. .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 of the week and need not be made on the same day of any succeeding week nor in the same newspaper for any or all of the successive publi- cations, but may be made in different newspapers. SECTION 9.08. partial Invalidit~o If any one or more of the covenants or agreements, or portions thereof, pro- vided in this Resolution on the part of the City to be performed should be contrary to law, then such covenants or covenants, 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 Bondholders shall retain all the rights and benefits accorded to them under the Constitution and laws of the State of California. SECTION 9.09. Successors to City. If the powers or duties of the City shall hereafter be transferred by amendment of the Parking District Law of 1951, or any provision of the Consti- tution 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 9.10. Repeal 0f .Inconsis,,te~,t, Resolu.t. i0ns. All other resolutions of the Council, or parts of resolutions, inconsistent with this Resolution are hereby repealed to the extent of such inconsistency. SECTION 9,11. Effective Date of Resolution. This Resolution shall take effect from and after its passage and approval. I ~,.,'L, PASSED AND ADOPTED this ~ day of February, 1966, by the following vote: AYES: NOES: ABSENT: Mayor "of the Cit~6~ Ukiah" ' ATTEST: City Clerk of the City of Ukiah [SEAL] Presented to and approved by me this ~ day of' February, 1966. "Mayor of the 'cit~j~T Ukiah ' 67