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RESOLIJTION NO.
A RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF PALO ALTO
UTILITY REVENUE BONDS
RESOLVED, by the Council of the ~1ty of Palo Alto, that
WHEREAS, the City of Palo Alto now owns and operates electric energy, gas,
water and sewer systems;
WHEREAS, the Councfl of the City of Palo Alto has determined that the pub1ic
interest and necessity do now require and may in the future further require the
acquisition and construction of additions, betterments, extensions or improvements
to such systems; and
WHEREAS, the Council of the City of Palo Alto has determined to finance the
cost of such additions, betterments, extensions or improvements by the issuance of
utility revenue bonds, as authorized by law;
HOW, THEREFORE, IT IS ORDERED AS FOLLOWS:
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ARTICLE I
AUTHORITY AND DEFINITIONS
101. Authoritx for this Re solution. Th1 s Re solution is adopted pursuant
to the provisions of the Bond Law.
102. Resolution Constitutes Contract. In consideration of the ourchase
and acceptance of any and all of the Bonds issued hereunder by those who shall hold
the same from time to time, this Re solution sha 11 be deemed to be and sha 11
constitute a contract between the City of Palo Alto and the Holders of the Bonds and
coupons, and the pledges made in this Resolution and the covenants and agreements
herein set forth to be performed by the City shall be for the equal benefit,
protection and security of the Holders of any and all of the Bonds and coupons, all
of which, without regard to the time or times of their issue or maturity, shall be
of equal rank without preference, priority or distinction of any of the Bonds or
coupons over any other thereof, except as expressly provided in or permitted by
this Resolution.
103. Enterprise as Public Util~. The Enterprise is defined in Section
104 pursuant to Section 12.28.020 of the Code. The Ent~rprfse 1s hereby
established as a separate and distinct public ut111ty of the City under Article
VII, Section 2 of the Charter.
104. Definitions. The following terms shall, for all purposes of th1s
Resolutfon, have the following meanings unless the context shall clearly require
some other meaning:
Authorized Newpaper~ means a fi nanc1a l paper, or a newspapE.'r of general
cfrculation 1n the C1ty and County of San Francisco; California, and The Daily Bond
Buyer or other financial paper or newspaper circulated in the Borough of Manhattan,
City and State of New York, each of which fs published at least once a day for at
least five (5) days (other than legal holidays) in each calendar week, and is
printed 1n the English language.
Authorized Officer means Mayor, Cfty Manager, City Clerk, or any other
officer or employee of the City authorized by resolution of the Council to perform
the act or sign the document 1n question.
Bond or Bonds ~eans any Bond or Bonds, as the case may be, authorized under
this Resolution and issued pursuant to a Series Resolution.
Bondholder or Holder or Holders of Bonds or any similar term, when usl'!d with
respect to Bonds, means-any person who shall be.the bearer of any Outstanding Bond
or Bonds registered to bearer or not registered or the registered owner of any
Outstanding Bond or Bonds which shali at the t1me be registered other than to
bearer ar.d Hol~er, when used w1th respect to coupons, means any person who shall be
a bearer of any such coupons.
Bond Law means ~rd1nance No. 3083, An Ordinance of the City of Palo Alto
Adding Chapter 12.28 to T1tle 12 of the Palo Alto Hunic1s;ia1 Code, Relat1ng to
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Procedures for the Authorization, Issuance and Sale of Utility Systems Revenue
Bonds, adopted by the Council on October 2, 1978 1 pursuant to Art1c1e XI, Section
5, of the State Constitution and Article II of the Charter. Whenever reference is
made in this Resolution to the Bond Law, reference is made to the Bond Law as in
force on the date of the adoption of this Resolution, unless the context otherwise
requires.
Bond Reserve Requirement means, as of any date of calculation» the maximum
amount of the Principal Installments and interest payable in any future Fiscal Year
on a 11 Bonds Outstanding ~'.ereunder.
Certificate of the City means an instrument in writing signed in the name of
the City by an Authorized Officer, with the seal of the City affixed.
Charter means the charter of the City, as now in effect.
City meani the existi."lq "larter city of the State known as the C1ty of Palo
Alto, organized and existing under and by virtue of the constitution and laws of
the State.
Clerk means the City Clerk.
Code means the Palo Alto Mun1c1pal Code, as now in effect.
Construction Period means the period of time during which any Project or
Improvements, as the case may be, are being constructed as establfshed by the
construction contract therefor, commencing with the date of such contract and
ending with the filing of the certificate of completion thereof by the City.
Costs of Issuanc~ means items of expense payable or reimbursable directly
or indirectly by the City and related to the authorization, sale and issuance of
Bonds, which items of expense shall include but not be limited to, printing costs,
costs of reproducfng documents, election costs, filing and recording fees, initial
fees and charges of the Fiscal Agent, Bond discounts, legal fees and charges,
f1nancfal and other professional consultants' fees, costs of credit ratings,
municipal bond insurance prem1ums, fees and charges for execution, transportation
and safekeeping of Bonds, costs and expenses of refunding and other costs, charges
and fees in connectfon with the forego1ng.
Counc11 means the Counc11 of the Cfty duly constituted, qualified and acting
under the Charter and laws of the State.
Counsel's Opinion means an opinion signed by an attorney or f1rm of
attorneys (who may be the City Attorney, or an attorney or f1nn of attorneys
retained by the City in other conr.ections) licensed to practice in the :tate 1n
which he or it maintains an office, selected by the City.
Engineer's Certificate mear.s a cert1ffcate or opinion signed by a Q~alified
Independent Engineer.
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Enterprise means the who 1 e and each and every part of ( 1) the ex 1st i ng
~iectric energy system of the City, comprising all facilities for the generation,
pro~uct1on, transmission and distribution of electric energy, (i1) the existing gas
system of the City, comprising all facilities for the production, storage,
transmission and d1str1but1on of gas for public or private uses, (iii) the existing
water system of the City, comprising all facilities for the obtaining, conserving,
treating and supplying of water for domestic use, irr1gat1or. sanftation,
industrial use, fire protection, recreation, or any other public or private uses,
and (iv) the existing sanitary sewerage and sewage disposal system of the City,
comprising all facilities for the collection, treatment or disposal of sewage and
waste, including all add1tfons, betteT"ments, extensions and improvements to each
such system respectively, or any part thereof, hereafter acquired or constructed or
financed.
Federal Securities means United States Treasury notes, bonds, bills or
certificates of indebtedness or those for which the full faith and credit of the
United States are pledged for the payment of principal and interest, and ~hich are
not redeemable in advance of their maturities at the option of the issuer or any
other person (other than the holder thereof), including United States Treasury
{book entry) certif1cates, notes and bonds, state and local government series.
Fiscal Agent means either (1) the corporation or association appointP.d by
the City as Ffscal Agent acting as an independent trustee with th<> duties and
powers herein provided, its successors and assigns, and any other corporation or
association which may at any time be substituted in its place, as provided in
Section 801; or (ii) the Treasurer, as determined for each Series of Bonds by the
applicable Ser1es Resolution.
Fiscal Year means any twelve (12) consecutive calendar months commencing
with the first day of July and ending or. the last day of the following June.
Fund or Account means a Fund or Account created by or pursuant to this
Resolution.
Generally Accepted Accounting Principles me; generally accepted
accounting prfnciples as presented and recommended by ~he American Institute of
Certified Pub 11 c Accountants or 1ts successor, or by the Nat f ona l Counc1 l on
Governmenta 1 Account 1 ng or its successor, or by any other genera 1 ly accepted
authority on such principles.
Improverner1ts means any add1t 1on, extension, improvement, equipment,
machinery or other facilities to or for the Enterprise or any part thereof.
Independent Pubhc Accountant means any certified public accountant or
public accountant or f1nn of such accountants retained and paid 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 inte~est. d1rect or indirect, ~ith
the Cfty; and
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(3) is not connected with the City as a member of the Council of the
City, or as an offfcer or employee of the City, but who may be regularly retafned to
make annual or s1m1lar audits of any other books of the City.
Interest Payment Date means January l and July l of each year during which
1 nterest is due ai'd pay ab 1 e on the Bonds.
Interest Requirement means. as of any particular date of calculation, the
amount equal to any unpaid interest then due, plus an amount whfch wfll on the next
succeed1 ng Interest Payment Date be equa 1 to the 1 nterest to become due on the
Bonds on such next succeeding Interest Payment Date.
Issue Date means, with respect to Bonds of a particular Series, the date of
the coupon Bends of such ~eries specified and determined in accordance with Article
II except di otherwise provided in the case of registered Bonds.
Net Proceeds, when used with r~spect to any insurance or condemnat1on award
of sale of property, meal'!s the gross proceeds from the sale of property or
insurance or condemnation award with respect to which that term is used rema1n~ng
after payment of al 1 expenses (incl ud1ng attorneys' tees and any extraord1 n >'Y
expenses ~f the Ftscal Agent) !~~urred in the collect;on of such gross proceeds.
Net Revenues means, for any perfod, all of the Revenues durfng such period
less all of the Operating Expenses dur1ng such period.
Notes m@ans notes or other short-term evidences of 1ndebtedness of the City
issued to provide funds for any Project as defined in any Series Resolution.
Operating Expenses means the reasonable .and necessary costs spent or
incurred by the City for maintaining and operating the Enterprise, calculated fn
accordance with Generally Accepted Accouotfng Principles, including the cost of
supply of wate~, gas and electric energy under contracts or otherwise, and all
reasonable and necessary expenses ~f management and repair and other expenses to
ma f nta 1 n and preserve the Enterprise 1 n good repa 1r and work 1 ng order, and
1ncluding all reasonable and necessary admin1strative costs of the City
attributable to the Enterprise and the Bonds, such as salaries and wages and the
necessary contribution to retirement of employee$, overhead, insurance, taxes {if
any), expenses, compensation a~d 1ndemn1f1cation of the Fiscal Agent and the Paying
Agents and fees of auditors, accountant,, attorneys or engineers, and including all
other reasonable and necessary costs of the City o~ charges required to be paid by
ft to comply with the terms of the Bonds or of the Resolution, but excluding
deprecf at 1 on, replacement and obsolescence charges or reserve!' therefor and
aJr.ortizat1on of 1ntang1bles or other bookkeeping entries of a s1m1lar nature.
Outstand1n~, when used wf th reference to Bonds and as of any particular
date, describes a 1 Bonds theretofore a~d thereupon being delivered exc€pt (f) any
Bond cancelsd by the Fiscal Agent or any Paying Agent, at or before sa1d date, (11)
any Bond for the payment or redemption of which e1ther (a) mor.eys, equal to the
principal amount or Redemption Price thereof, as the case may be, with 1nterest to
the date of maturity or redemption date, or (b) Federal Securities or moneys
described and requ1red under the provisions cf subsection (B) of Section 1201,
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sh•ll hive theretofore been deposi~ed with the Fiscal Agent in trust (whether on or
~r1or to maturity or the redeaaption date of such Bond) and except 1n the case of 1
Bond to be paid at maturity, of which notice of tede11ption sha11 ha'le been given or
provided for in accordance with Article IV. and (iii) any Bond 1n lieu of or in
subst1tut1on for whfch anoth~r Bond shall have been delivered pursuant to Sections
307, 310, 31Z. 313, 406 and 906.
Pay1ng Ag~nt iaeans pach bank or trust cOC11pany or natfonal banking
a:11socfat1on appofnted pursuant to Section 602 to act as paying agents for the
Bond!, and each successor or successors, and any other bank or trust company or
national banking association at any time substitt.·ted in its place pursuant to this
Resolution.
Pe••ttteG Invest.Bents 11eans any 1nv~stments ·wh1ch at the tfme are legal
fnvestllents for the City under the Constitution and laws of the State and to the
eitent provided by law, for the moneys held ~reund~r then proposed to be 1nveste<I
therein.
Pr1n£!.P.a1 Inst..llment means vith respect to any p~rt1cu11r Principal
1"stall1M>nt Oate, ·a-n l!IOUnt ~qua1 to the sua cf (1) the aggt'egate pr1nc1pal amount
of Outst•nding Bonds p1yAble on such Pr1ncfpa1 Installment Date as detennined by
the appl1c~hl~ Ser1es Resolutio" (but not including S1~ktng Fur.d Install1tents) and
(11) the aggregate of Sink1ng Fu'd Installaents with respect to all Outstand1ng
Ter9 Bonds ~y•blc on s.u.ch Prine 1pa 1 lnstal lcaent 0.te as deten11 ned by the
appl1cabl• Series Resolutian.
Pr1nc1ea1 lnstall11ent ntte 1Aeans the date on which Pr1nc1pal Installments
"" rotquired to be Mdi pursu.~t to Sectfon 303.
Prfnc1~1 Office, when U$ed with respect to the F1scal Agent or any Paying
Agent, means the principal, or corporate trust. or head, or prtncfpal trust offfce
of such Fiscal Agont or Pay1ng Agent situated in the city in which such Ff seal Agent
or Paytng Agent 1s described as betng located.
Qu!11fied_Indtpe~n~ Engtneer rae•ns any regfstered c1v11 engineer or ffrm
of reght.ered ch11 engfneers generally recognized to be well qualified fn
eng1n .. r1ng aatt•rs relating to the particular uttlfty syst~ as to whtch
eng1n•er1ng strv1ces •~ requ1Mtd, •ppo1nted 4nd p1ld by the Ctty 1nd satisfactory
to and approved by th4t Ftsc1l Agent (who s~ll be under no 1iab111ty by reason of
such approval), and who, or Heh of wha:
{i) is tn fact 1ndep•ndent and not unct.r the doain&tton oft~ Cfty;
(ff) does not have any subst•nttai tnte,..st, dtrect or 1nd1rect, with
the City; Ind
(111) h not. conn9Cted with the City 111 •n off1cer or nployee of the
City, but who MY be r.gul•rly reUined to uke r•ports to the C1ty.
R~t1o~ Pr1ce •Hns. ,._tth Nspoct to any Bond, the principal uount
t.her-.of-. PUs the 1pp 1kabl1 prN1 m, 1 f 1ny t p1y1b 1 e upon redapt 1 on thereof
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pursuant to th1s Resolution and the Series Resolution pursuant to which the same
was issued.
Resolut1on or Bond Resolution or General Resolution means this Resolution
as from time to time amended or supplemented by Supp1ementa1 Resolutions or Ser1es
Resolutions 1n accordance with the terms and provisions hereof.
Revenues means all gross income and revenue received or receivable by the
City from the ownership and operation of the Enterprise, calculated in accordance
with Generally Accepted Accounting Principles, including all rates, fees and
charges received by the City for electric ener~y, water, sewer and gas service and
a1l other income and revenue howsoever derived by the City from the Enterprise or
arising from the Enterprise, and including any interest paid and other income
derived from the investment of funds as herein provided.
Serial Bonds means Bonds so designated in the applicable Serfes Resolution.
~eries, when used with respect to less tha~ all of the Bonds, means and
refers to all of the Bonds de11vered on original issuance 1n a simultaneous
transact1on, regardless of variations in maturity. interest rate or other
provisions. and any Bond thereafter delivered in lieu of or substitution for any of
such Bonds pursuant t~ Sections 307, 310, 312, 313, 406 or 906.
Series Resolution means a Resolution of the City authorizing the issuance of
a Series of Bonds 1n accordance with the teNns and provisions hereof adopted by the
City fn accordance with Article II.
Sinking Fund Installment means, with respect to any particular date, the
amount of money required by or pursuant to a Series Resolution to be paid by the
City on such date toward the retirement of any particular Term Bonds prior to their
respective statedmatur1ties.
State means the Stat l of Ca 1i forn1 a.
Supplemental Resolution means a resolution supplemental to or am~ndatory of
th1s Resolution, adopted by the City in accordance with Article IX.
Term Bonds means Bonds so designated in the applicable Ser1es Resolution.
Treasurer means the 01 rector of Budget anJ Resource Management or hf s or her
designee, the Financial Planning Adm1n1strator, or their successors performing the
same or similar functions.
Utilfty Service means the gas production. storage, transmission and
distribution service, and the electric energy generation, productiont transmission
and distribution service. the service of obtainf ng, conserv~ ng. treating and
supplying of water and the service of collect1n9 1 treating and disposing of sewage
and waste, made available or provided by the Enterprise.
Written Request of the City means an instrument in writing signed by an
Authorized Officer.
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Words of the masculine gender shall be deemed and construed to 1nclude
correlat1ve ~ords of the fem1n1ne and neuter genders. Unless the context shall
othen.'1se 1nd1cate, words i•po~ting the singular number shall include the plural
nl.llber and vice v@rsa, and ~on.is 1mport1ng persons shall include corporat1ons and
associations, including pub11c bodies, as well as natural persons.
The tenns "hereby", '~hereof". "hereto". "herein". "hereunder" and any
siM11ar terms, as used tn this Resolution, refer to th1s Resolution.
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ARTICLE II
AUTHORIZATION ANO ISSUANCE OF BONDS
201. Authorizat1on of Bonds. There is hereby established and created an
issue of Bonds of the City to be known and designatel'i as "City of Palo Alto Utility
Revenue Bonds11 • The Bonds may be issued as hereinafter provided without 11m1tation
as to amount except as provided in this Resolution or as may be lfmfted by law, and
shall be 1ssued subject tc the terms, conditions and limitations established in
this Resolution. Bonds may be issued in one or more Series as from time to time
shall be establis~ed and authorized by the City, pursuant to one or more Serfes
Resolutions. The designation of the Bonds shall include, in addition to the name
11City 1,;.f Palo Alto Utility Revenue Bonds,11 such further appropr1ate particular
desfgnation ~dded to or incorporated in such title for the Bonds of each Series as
the C1ty may determine, and each Bond shall bear upon its fact the designation so
determined for the Series to which it belongs.
202. General Conditions for the Issuance of Bonds. The City may at any
time issue a Ser-ies of Bonds payabl~ from the-Net Revenues-and secured by a lien and
charge upon the Net Revenue~ equal to the lien and charge securing the Bonds
thereto·iore or thereafter issued hereunder. but only subject to the following
specific conditions. which are hereby made conditions precedent to the issuance of
any such Series of Bonds:
(a) The C~ty shall be 1n compliance w1th all covenants set forth in
the Resolution and in all Supplementa1· and Series Resolutfons there,ofore
adopted by the Council, and a Certificate ~f the C1ty to that effect shall
have been filed with the Fiscal Agent.
(b) The 1 ssuance of such Series of Bonds shal 1 have been dul~
authorized pursuant to law, and the issuance nf such Series of Bonds shall
have been provided for by a Series Resol1Jtfon duly adopted by the Councfl
which shali specify:
(1) The authorized principal amount of said Series of Bonds;
(2) The purpose for which such Series of Bonds is to be issued,
including a provision requiring the proceeds of such Serfes of Bonds to
be appl 1ed solely for either ( 1) the purpose of completion of any
Project, as defined 1n a Series Resolution, or (11) the purpose of the
acqu1s1tion, construction or ffnancfng of an Improvement, fnclud1ng
payment of costs incidental to or connected wfth such acqu1s1t1on.
construction or financing, (iii) ~r the purpcse of refunding any Series
of Bonds, including payment of costs 1nc1dental to or connected w1th
such ref und1 ng;
(3) The amount of money to be depos1ted f n the Bond Reserve
Account for the Ser1 es of Bonds author1 zed to be 1 ssued;
notw1thst.and1ng any other provision of the Series Resolution, upon
1 ssuance, sale and delf i•ery of such Serf es of Bonds, so much of such
proceeds of the Bonds of such Series shall be depos1ted in the Bond
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Reserve Account as 1s needed to establish the amount fn such Account
at, or to increase the amount then held by the Fiscal Agent in such
Account tc, the Bond Reserve Requirement;
(4) The form, title and designation of, and the manner of
numbering ar.d lettering, such Bonds;
(5) The date or dates of maturity of such Bonds, and the Issue
Date of such Series;
(6) The rate or rates of interest, or the manner of determining
such rate or rates of interest, on the Bonds of such Series and the
Intet·est Payment Dates of such Bonds;
(7) The portion of the Series of Bonds which are Term Bonds (if
any) and the portion of the sam~ which are Serial Bonds (if any);
(8) The Redemption Price or Redemption Prices and the redemption
date or redemption dates and other terms of redemption (if any) of any
such Bonds;
(9) The Paying Agent or Paying Agents appointed by such Ser1es
Resolution for such Bonds;
(10) The amount and da~e of each Sinking Fund Installment, if any,
required by such Series Resol1Jtion to be paid by the City for the
retirement of Term Bonds of such Series;
(11) The manner 1n which Bonds of such Series are to be sold and
provisions for the sale thereof;
(12) The designation of any Funds or Accounts to be established
pursuant to Article V and Section 206; and
(13) Any other provfsions deemed advisable by the City, not 1n
conflict with or fn substitution for the provisions of this Resolution.
After the1r authorization by a Series Resolution. Bonds of a Series may be
executed by or on behalf of the City and delivered to the purchasers or
underwriters ~hereof upon compliance by the City w1th the requirements, 1f any, set
forth in such Series Resolution and with the requirements of Sections 203 or 204
and 205.
203. Special Condition for the Issuance of Bonds Other Than Refunding
Bonds. One or more Ser1es of Bonds may be issued and delivered from tfme to time fn
such pr1nc1pal amount for each such Series as is determined by the City for the
purpose of paying the costs of acquisition, construction or financing of an
Improvement, but only (except for the 1nitfal Series of Bonds 1ssued Llnder the
Resolut~on) subject to the following specific condition wh1ch is hereby made a
cond1tion precedent to the issuance of any such Series of Bonds:
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The audited Net Revenues for the last Fiscal Year preceding the date of
adoption by the Council of the Series Resolution providing for the issuance
of such Series of Bonds, as shown by an Accountant's Certificate on file
with and approved by the Fiscal Agent (who shall be under no liability by
reason of such approval); plus
(1) An allowance for Net Revenues for such Fiscal Year from any
Improvement to be acquired, constructed or financed with the procP.eds
of such Series of Bonds or with the proceeds of any Bonds previously
issued, and also for Net Revenues from any ~uch Improvement which have
been made from moneys from any source but which, during all or any part
of such Fiscal Year, were not in service, all in an amount equal to
seventy-five percent (75%) of the estimated additional average annual
Net Revenues to be derived from such Improvement for the first th1rty-
sf x (36) months in which each such Improvement is to be in operation
all as shown by an Engjneer' s Certificate on file with and approved by
the Fiscal Agent (who shall be under no liability by reason of such
approva 1); and
(ii) An allowance for earnings arising from any increase in the
rates, fees and charges fixed and prescribed for Ut11ity Servfce wh\ch
was adopted prior to the issuance of such Series ot Bond~ but which,
during all or any part of such Fiscal Year, was not in effect. in an
amount equal to seventy-five percent (75%) of the amount by wh1ch the
Net Revenues would have been increased 1f such increase in rates. fees
and cha~ges had been in effect during the whole of such Fiscal Year, as
shown by an Engfneer's Certificate on file with and approved by the
F1sea1 Agent (who sha 11 be under no 1 i ab1l i ty by reason of such
approval);
shall have produced a sum equal to at least 1.25 times the maximum amount of
Principal Installments and interest payable in any future Fiscal Year after
the issuance of such Ser1es of Bonds; provided, that if interest payable on
any such Series of Bonds 1s 1n the form of zero coupon or deferred payment or
similar arrangements, interest shall .be computed for purposes of this
Section as if it were payable s~m1annually over the term of the Bonds.
So long as no event of default shall have occurred and be continuing
hereunder, the City may issue bonds or incur any other obligations payable from the
Net Revenues and secured by a lien thereon which 1s subordinate to the Hen
established hereunder.
204. Refunding Bonds. The City may issue refunding Bonds of one or more
Series to refund, at or in advance of maturity or pr1or redemption date, any
Outstanding Bonds whether by payment or matut'ity or by redemption.
205. Procedure for the Issuance of Bonds. All (but not less than all) of
the Bonds of each Ser1es shal 1 be executed by the City for issuance under the
Resolution and delivered to the Fiscal Agent and thereupon shall be delivered upon
the •r1tten Request of the Cfty. but only upon receipt by the Fiscal Agent of the
fo 11 ow1 ng documents or money or securi t 1 es, a 11 of such documents dated or
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certified, as the case may be1 as of the date of such delivery by the Fiscal Agent
(unless the Fiscal Agent shall accept any of such documents bearing a prior date):
(1) A certiffed copy of the Series Resolution authorizing the issuance
of the Bonds of such Series;
(2) A Written Request of the City as to the delivery of the Bonds of
such Series;
(3) An opinion of counsel of recognized standing in the field of law
relating to municipal bonds to the effect that (a) the City has the right
and power under the Bond Law to adopt the Re solution and a 11 Supp 1 ementa l
and Series Resolutions thereto) and the Resolution and all such Supplemental
and Serfes Resolutions have been duly and lawfully adopted by the City, are
in full force and •ffect and are valid and binding upon the City and
enforceable in accordance with their terms {except as enforcement may be
limited by bankruptcy, insolvency. reorganization and other similar laws
relating to the enforcement of creditors' rights), and no other
authorization for the Re so 1ut1 on and a 11 such Supp 1ementa1 and Seri es
Resolutions is required; {b) the Resolution creates the valid pledge which
it purports to create of the Net Revenues and other funds as provided in the
Resolution, subject to the application thereof to the purposes and on the
conditions permitted by the Resolution; and (c) the Bonds of such Series are
valid and binding specia·r obligations of the City, enforceable in accordance
with their terms (except as enforcement may be limited by bankruptcy,
insolvency, reorganization and other similar laws relating to the
enforcement of creditors' rights) and the terms of the Resolution and all
such Supplemental and Series Resolutions and entitled to the benefits of the
Resoiution and all such Supplemental and Series Resolutions and the Bond
Law, and the Bonds of such Series have been duly 3.nd validly issued in
accordance with the Bond Law and the Resolution and all such Supplemental
and Series Resolutions;
(4) A Certificate of the City ~onta1n1ng such statements as may be
reasonably necessary to show compliance with the requirements of the
Resolution;
(5) The amount, if any, for deposit in the Bond Reserve Account so
that immediately after issuance of the Bonds of such Series there shall be
on deposit in such Account an amount at least equal to the Bond Reserve
Requirement; and
(6) Such further documents, money and securities as are required by
the provisions of the Serfr~ Resolution providing for the issuance of such
Series of Bonds.
206. Project Accounts. There shall be estalll1 shed for each Series of Bonds
a separate Account 1 n the Treasury of the City. with each such Account to be
identified with the designation of the Series of Bonds for which it is established
and to be known as the "C1ty of Palo Alto Utility Revenue Bonds, Ser1es
Project Account," all of which such Accounts the C1ty hereby covenants to esta.,...b~l1_s...,...h
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and maintain, and all of which such Accounts shall collectively be known as the
11 Project Accounts. 11 The Treasurer sha 11 pay into the Account establf shed for each
Series of Bonds th~ amount required to be paid therein by the provisions of the
Series Resolution authorizing such Series of Bonds, and the amount in such Account
shall be applied to the purpose specified in the Series Resolution authorizing the
Series of Bonds for which such Account was established; provid~d that any remaining
amount in such Account, after completion of such purpose, shall be deposited in the
Revenue Fund.
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ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
301. Date of Bonds. Each Bond shall be dated as of, and bear interest
from, its Issue Date except as otherwise provided fn Section 304 in the case of
registered Bonds.
302. Interest Payment O~tes. Interest on each Bond shall be payable
semiannually on each January l and July 1 beginning not more than twelve months
after its Issue Date.
303. Pr1nc1pal Installment Date. The Date when each Pr1ncipal Installment
wfth respect to a Bond is payable shall be any July 1 after its Issue Date.
304. Medium of Payment; For,;: .. nd Date.
(A) The Bonds shall be payable, with respect to interest, ~rfnc1pa1 and
Redemption Price, in lawful money of the United States of America which at the time
of payment 1s legal tender for the payment of public and private debts.
(B) The Bond$ of eac~ Series shall be issued in the form of coupon Bonds,
registrable as to pr1.1ci1;wi w11ly, c.r in the form of fully registered Bonds without
coupons. or in both such forms.
(C) Coupon bonds of each Ser1es shall be dated as of the date spec1fied 1n
the Series Resolution authorizing the issuance thereof. Coupon Bonds of each
Series shall bear interest from their date, payable in accordance with, and upon
surrender of, the appurtenant interest coupons as they severally mature.
Registered Bonds of each Series issued prior to the first Interest Payment Date
thereof shall be dated as of the date specified in the Series Resolution
authorizing the issuance thereof. Registered Bonds issued on or subsequent to the
ff rst Interest Payment Date thereof shall be dated as of the date s1x months
preceding the Interest Payment Date next following the oate of delivery thereof,
unles~ such date of delivery shall be an Interest Payment Date, in which case they
shall be dated as of such date of delivery; provided, however, that ff, as shown by
the records of the Fiscal Agent, fnterest on the Bonds of any Serfes shall be fn
default, the registered Bonds of such Ser1es issued in lieu of Bonds surrendered
for transfer or exchange shall be dated as of the date to which interest has been
pafd in full on the Bonds ~urrendered. Registered Bonds of each Series shall bear
interest from their date.
305. Legends. The Bonds of each Seri es may contain or have endorsed
thereon such provisions, specifications and descriptive words not inconsistent
with the pro~1sions of this Resolution as may be necessary or desirable to comply
with custom, or otherwise, as may be determined by the City prior to the delivery
thereof.
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306. Execution and Authentication.
(A) The Bonds shall be executed 1n the name of the City by the manual or
facsimile signature of its Mayor and its corporate seal (or a facsimile thereof)
shall be thereunto affh.ed. imprinted, engraved or otherwise reproduced, and
attested by the manual or facsimile signature of the City Clerk. In case any one or
more of the officers who shail have s1gned or sealed any of the Bonds shall cgase to
be such officer before the Bonds so s 1 gned and seal "1d sha 11 have been actually
delivered, such Bor.ds may, nevertheless, be de1ivered as herein provided, and m~y
be issued as if the persons who signed or sealed sue~ Bonds had not ceased to hold
such offices. Any Bond of a Series may be signed and sealed on behalf of the City
by such persons as to the actual time of the execution of such Bond shall be duly
authorized or hold the proper office 1n the City, although at the date of the Bonds
of such Series such persons may not have been so authorized or have held such
office.
The coupons to be attached to the coupon Bonds of each Series shall be
s1gr.ed by the facsimile signature of its Treasurer or in such other manner as may be
r•equired by law and the City may adopt and use for that purpose the facsimile
signature of any person or pe~sons who shall have been Treasurer at any t1me on or
after the date of the Bonds of such Series, notwithstanding that he may not have
been such Treasurer at the date of any such Bond or may have ceased to be such
Treasurer at the t1me when any such Bond shall be actually delivered.
(B) Only Bonds authenticated by the endorsement thereon of a certf ffcate
substantially fn the form hereinafter set forth and executed by an authorized
officer of the Fiscal Agent shall be valid arid become obligatory for any purpose
under, be secured by. and be entitled to the benefits of, thf s Resolution and every
such certff1cate of the Fiscal Agent upon any Bond purporting to be secured hereby
$hall be conclusive evidence that the Bond so authenticated has been duly issued
hereunder, and that the Holder is entitled to the benefits of th1s Resolution and
to the benefit of the pledge and trust hereby created.
307. Interchangeability of Bonds. Coupon Bonds, upon surrender thereof at
the Principal Office of the Fiscal Agent w1th all unmatured coupons attached, may,
at the option of the Holder thereof, be exchanged for an equal aggregate principal
amou"t of fully registered Bonds of the ~ame Series and matur1ty of any of the
authorized denominations.
Fully registered Bonds, upon surrender thereof at the Pr1nc1pal Office of
the Fiscal Agent wfth a written instrument of tran~fer sat1sfactory to the Fiscal
Agent. duly executed by the registered owner of his attorney duly author1zed in
writing may, at the option of the regi~tered own2r thereof, be exchanged for an
equal aggregate prfncipal amoun' of coupon Bonds of the same Ser1es and maturity
with appropriate coupons attached, or of fully reg1stered Ek,ds ~f the same Series
and maturity of any other authorf zed denominations.
308. Negotfab111ty, Transfer and Regfstry. All the Bonds issued under
this Resolution shall, aJ provided tn the Bond Law, be negotiable, subject to the
provisions for registration and transfer contained in this Resolution and in the
Bonds. So long as any of the Bonds shall remain Outstanding, the C1ty shall
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maintain and keep, at the Principal Office of the Fiscal Agent, books for the
registration and transfer of Bonds• and, upon presentation thereof for such purpose
at sa1d office, th! City shall register or cause to be registered ther~in, and
permit to be transf~rred thereon, under such reasonable regulations as its or the
Fiscal Agent may prescribe, any Bond entitled to registration or transfer. So long
as any of the Bonds rema1n Outstanding, the City shall make all necessary
provisions to permit the exchange of Bonds at the Principal Office of the Fiscal
Agent.
309. Transfer and Registration of Coup"'" Bonds. All coupon Bonds shall
pass by dP.livery, unless registered as ~o pr.ncipal other than to bearer in the
manner provided in this Sect f on 309. Any coupon Bond may be registered as to
principaion the books of the Cfty at the Principal Office of the Fiscal Age!'lt, upon
presentation theraof at said office and the payment of a charge sufficient to
reimburse the City or the Fi sea 1 Agent for any tax, fee or other governmenta 1
charge, other thar. one imposed by the City, required to be paid with respect to such
registration, and such registration shall be noted on such Bond. After said
registration no transfer thereof shall be val1d uniess made on sa1d books by the
registered owner 1n person or by his attorney duly authorized in writing, and
similarly noted on such Bond, but such Bond may be discharged from registration by
being 1n like manner transfer\"'ed to bearer. after which it shal 1 aga1n become
transferable by delivery. Thereafter such Bond may again, from time to time, be
registered or discharged from registration in the same manner. Registration of any
coupon Bond as to principal, however, shall not affect the negotf abfl ity by
delivery of the coupons appertaining to such Bond. but every such coupon shall
continue to pass by delivery and shall remain payable to bearer.
As to any coupon Bond registered as to principal other than to bearer the
person 1n whose name the same shall be registered upon the booKs of the City may be
deemed and regarcfod ·as the absolute owner thereof, whether such Bond shall be
overdue or not, for all purposes, except for the purpose of receiving payment of
coupons; and pa.,vment of, or on account of, the principal or Redemption Price, if
any, of such Bond shall be made only to, or upor. the order of, such registered owner
thereof, but such registration may be changed as above provided. All such payments
shall be vai1d and effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid. The C1ty, the F1scal Agent and any Paying
Agent may treat the bearer of any coupon as the absolute owner thereof, whether
such coupon shall be overdue or not, for the purpose of receiving payment thereof
~nd for all other purposes whatsoever, ~nd may treat the bearer of any coupon Bond
Which shall not at the time be registered as to principal other than to bearer, or
the person in whose name any coupon Bond for the time be1ng shall be registered upon
the books of the City, as the absolute owner of such Bond, whether such Bond shall
be overdue or not 1 for the purpose of rece'fvf ng payment of the pri nc1pa1 or
Red empt 1 on Pr1 ce thereof and for a 11 other purposes whatsoever except for the
purpose of receiving payment of coupons, and neither the City, nor the Fiscal Agent
nor any Paying Agent shall be affected by any notice to tha contrary. The City
agrees to indemnify and save the Fiscal Agent and each Paying Agent harmless frOM
and against any a~d all loss, cost, charge, expense, judgment or 11ab111ty fncurred
b~ the Fiscal Agent and each Paying Agent, acting in good faith and without
negligence hereunder, 1n so treating such bearer or registered owner.
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310. Transfer of Fully Registered Bonds. Each fully reg1stered Bond shall
be transferable only upon the books of the City, which shall be kept for the purpose
at the Pr1r.c1pa1 Office of the F1sca1 Age~t. by the registered owner thereof in
person or by his attorney duly a1.1thor1zed fn ·-.ri--tfng., upon surrender thereof
together with a wr1tten instrument of transfer satisfactory to the Fiscal Agent
duly executed by the registered ownel" or his duly authorized attorney. Upon the
transfer of any such fully registered Bond, the City shall issue in the name of the
transferee a new fully reg1 Stf'red Bond or Bonds or, at the opt ion of tho
transferee, coupon Bonds, with appropr1ate coupons attached, of the same aggregata
principal amount and Series and maturity as the surrendered Bonds.
The Cfty and the Fiscal Agent may deem and treat the person in whose name any
Outstanding fully registered Bond shall be registered upon the books of the City as
the absolute owner of such Bond, whether such Bond shall be overdue or not. for the
purpose .,,f receiving payment of, or on account of, the pr1nc1pal or Redemption
Price, if any, of and interest on such Bond and for all other purposes, and all such
payments so made to any such registered owner or upon h1s order shall be valid and
effectual to satisfy and d;scharge the liability upon such Bond to the extent of
the sum or sums so paid, and neitner th€ City nor the Fiscal Agent shall be affected
by any notice to the contrary. The City agrees to indemnify and save the Fiscal
Agent harmless from and against any and all loss, cost, charge, expen~~. judgment
or 1iabil1ty incurred by it, act_·.ng in good faith and without negligence hereunder,
in so treating such resistered owner.
311. Regulation with Respect to Exchanges and Transfers. In all cases fn
wh1ch the priv1hge of exchanging-Bonds or transferring fully regf stered Bonds is
exercised, the ~ity shaH execute and the Fiscal Agent shall deliver Bonds in
accordance w1th the prov1s1ons of this Resolution. All fully reg1stered Bonds
surrendered 1n any such exchanges or transfers shall forthwith~ cancelled by t11.'
Fiscal Agent. All coupon Bonds and the coupons appertafning to such Bonds
surrendered fn any such exchanges.or transfers shall be retained in the possession
of the Ff scal Agent for the purpose of reissuance upon subsequent exchanges and the
Fiscal Agent. prior to reissuance of any such coupon Bonds, shall detach therefrom
and cancel all matured coupons. For every such exchange or transfer of Bonds,
whether temporary or definitive, the City or the Fiscal Agent ~ay make a charge
sufficient to reimburse it for any tax, fee or other governmental charge, other
than one imposed by the City, requi~ed to be paid with respect to such exchange or
transfer, which sum or sums shall be paid by the person requesting such exchange or
transfer as a condition precede.it to the exercise of the privilege of mak1ng such
exchange or transfer. Notwithstanding any other provision of th•s Resolution. the
cost of preparing each new coupon Bond or registered Bond upon the f1rst exchange
or transfert and any other expense:; of the City or thE Fiscai.l Agent incurred in
connection therewith (except any applicable tax, fee or other governmental charge,
other than one imposed by the City), shall be paid by the City. The City shall not
be oblfged to make any such exchange or transfer of Bonds of any Series during the
ten (10) days next preceding an Interest Payment Date on the Bonds of such Series,
or, in the case of any proposed rede•pt1o~ of Bonds of such Series, next preceding
the date of the first publication of notice of such redemption.
312. Bonds Mutilated. Destroyed, Stolen or Lost. In case any Bond shall
become 11utflated or be destroyed, stolen or lost, the City shall execute and
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deliver a new Bond (with appropriate coupons attached 1n the case of coupon Bonds)
of like Series, maturity and pr1nc1pal amount as the Bond and attached coupons, if
any, so mut11ated, destroyed, stolen or lost, 1n exchange and su~st1tut1on for such
mutilated Bond, upon surrender and cancellation of such mutilated Bond and attached
coupons, if ar.y, or 1n lieu of and substitut1on for the Bond and coupons, if any,
destroyed, stolen or lost, upon f111ng w1th the City evidence satisfactory to the
City that s1.1ch Bor.d and attached coupons, if any, have been destroyed, stolen or
lost and proof of ownership thereof, and upon furnishing th~ City with indemnity
satisfactory to it .-~d complying with such other reasonable regulations as the City
may prescribe and paying such expenses as the City may incur. All Bonds and coupons
so surrendered to the C1ty shall be cancelled by it. The City shall advise the
Fiscal Agent and Paying Ag~nts of the issuance of substitute Bonds or coupons.
313. Preparation of Oef1n1tive Bonds; Temporary Bonds. The definitive
Bonds of each Series shall be lithographed or printed on steel engraved borders.
Until the definitive Bonds of any Series are prepared, the City may execute, fn the
same manner as is provided in Section 306, and deliver, in lieu of definitive
Bonds, but subject to the same provisions, 1im1tatfons and cond1t1ons as the
def1'l1the coupons Bonds, except as to the denominations thereof and as to
exchangeability for registered Bonds, one or more temporary Bonds (which may be
registrable as to pr1nc1pa1 and interest), substantially of the tenor of the
definitive coupon Bonds in lieu of which such temporary Bond or Bonds are issued,
but with or without coupons, 1n denom1nat1ons of $5,000 or any integral multiples
thereof authorized by the C1ty, and with such omissions, insertions and var1ations
as may be appropr1at~ to temporary Bonds. The 1nstalllll'l~ts of interest payable on
such temporary Bonds 1n bearer form shall be payable only upon the presentation and
surrender of the coupons therefor attached th~r~to er, 1 f no coupons for such
interest are attached, then only upon t-rascnt;;t.~un of such temporary Bonds for
n' at1o~ thereon of the payw1ent of such 1nte~est. The City at its own expense shall
prepare and execute and, upon the surrender of such tempera ry Bonds, w1 th a 11
unmatured coupons, and all •atured coupons for w~fch no payment or only partial
payment has been provided, c1.ttached, for exchange and the cancellation of such
surrendered te.porary Bonds and coupons, without charge to the Holder thereof~
de11ver in exchange therefor, at the Prinr~pal Office of the Fiscal Agent.
defin~~~ve coupons bonds, with appropriate coupons attached, or, at the opt1on of
the Holder, definitive registered Bonds of the same aggregate principal amount and
Series and maturity as the temporary Bonds surrendered. Unt11 so exchanged, the
temporary Bonds shall 1n all respects be entitled to the sa111e benefits and secur1ty
as definitive Bonds 1ssued pursuar1t to this Resolut~Jn.
All teMporary Bo~ds surrendered in exchange for a definitive Bond or Bonds
shall be fc~thwith canceled by the Fiscal Agent.
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ARTICLE IV
REDEMPTION OF BONDS
401. Redemption from Net Proceeds of Insurance or Eminent Domain. The
City shall have the r1qht, on any Interest Payment Date, to redeem the Bonds in the
manner here1nafter provided, as a whole or in part by lot within any maturity 1f
1ess than all of the Bonds of such maturity be redeemed, from the Net Proceeds of
insurance or the Net Proceeds of eminent domain proceedings, upon the terms and
conditions of, and as provided for in, Sections 707 and 713 respectively, at the
pri nci pal amount thereof and accrued interest thereon to the date fixed for
redemption without premium. If less than all of the Outstanding Bonds are t~ be
redeemed as here1nabove provided, the Fiscal Agent shall determine, as nearly as
practicable, a principal ~mount in each maturity ~o be redeemed so that
approximately equal annual debt servfce will preva11.
402. Privilege of Redemption and Redemptfon Price. Bonds subject to
redemption prior to maturity pursuant to the provisions of this Resolution or of a
Serfes Resolution shall be redeemable prior to maturity. (a) (1) upon receipt by
the Fiscal Agent of a Written Request of the City or (ii) under the circumstances
set forth in Section 506 or in Section 401, or (111) in the event of the issuance of
refunding Bonds under Section 204, and (b) upon published notice as provided in
this Article IV, at such times, at such Redemption Prices and upon such terms (in
addition to and consistent with the terms contained 1n this Article) as may be
specified fn the Series Resolution authorizing such Serf es.
403. Selection of Bonds to be Redeemed by Lot. In the event of redemption
by lot of Bonds of like _Series and maturity, the Fiscal Agent shall assign to each
registered Bond of such Series and maturity then Outstanding a distinctive number
for each $5,000 of the principal amount of such Bond and shall select by lot. using
such method of selection as ft shall deem proper fn fts dfscretfon and from the
numbers of all coup~~ Bonds of such Ser1es and maturity of the denomination of
$5,000 then Outstan1ing and the numbers so assigned to such registered Bonds, as
many numbers as, at $5,000 for each number, shall equal the principal amount of
such Bonds to be redeemed. The Bonds to be redeemed shall be the coupon Bonds of
the denomi nat 1 on of $5, 000 bear'f ng the numbers so se 1 ected, and the registered
Bonds to wh1ch were assigned numbers so selected, but only so much of the principal
amount of each such registered Bond of a denomination of more than $5~000 shall be
redeemed as shall e~ual $5,000 for each number assigned to 1t and so selected. For
the purposes of this Section, Bonds which have theretofcre been selected by lot for
redemption shall not be deemed Outstanding.
404. Notice of Redemption. When the Ffscal Agent shall be required or
author~zed, or shall receive notice from the City of 1ts e1ect1on, to redeem bonds,
the City shall in accordance with the terms and provisions of the Bonds and of thfs
Resolution select the Bonds to be redeemed and shall give notice, in the na•e of the
City of the redemption of Bonds, which n.:>tice shall specify the Series and
maturities of the Bonds to be redeemed, the redemption date and the place or places
where amoun~.~ due upon such redemption wil 1 be payable and, if less than all of the
Bonds of an; 11ke Series and maturity are to be redeemed, the letters and numbers or
other di¢~inguish1ng mark$ of such Bonds so to be redeemed, and, in the case of a
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registered Bond to be redeemed 1n part only, such notice shall also specify the
pc1rtfon of the principal amount thereof to be redeemed. Such notice shall further
state that on such date there shall become due and payable upon each Bond to be
;-•edeemed the Redemption Price thereof~ or the Redemption Price of the specified
portion of the pr1ncipa1 thereof 1n the case of a regf stered Bond to be redeemed 1n
part only, tog~ther with interest accrued to such date, and that from and after
such date interest thereon shall cease to accrue and be payable. Such notice shall
be given by publication thereof in Authorized Newspapers, at least once not less
than twenty-five (25) days nor more than sixty (60) days prior to such redemption
date. The Fiscal Agent shall also mail a copy of such notice, postage prepaid, not
less than twenty (20) days nor more than sixty (60) days prior to such redemption
date, to the registered owner of any Bond~ al1 or a portion of which is to be
redeemed. at his last address, if any, appearing upon the registry books, and the
Holders of Bonds in bearer form who have filed an address with the Fiscal Agent
pursuant to Section 904, but such mailing shali not be a condition precedent to
such redemption and failure so to mail any such notice shall not affect the
validity of any proceedings for the redemption of bonds.
405. City1 s Election to Redeem. The City shall gfve written not1ce to the
F1sca 1 Agent of its e 1 ect ion to redeem Bonds wh 1 ch a re subject to opt ion al
redemption and of the redemption d~te, which notice shall be given at least forty
days prfor to the redemption date or at such later date as shall be acceptable to
the Fiscal Agent. In the event that the required notice of redemption shall have
been given, the C1ty shall, and hereby covenant$ that 1t will, prior to the
redemption date, pay to the Fiscal Agent an amount in cash which, fn addition to any
other moneys available therefor held by the Fiscal Agent, will be sufficient to
redeem at the RedeMpt1on Pr1ce thereof. plus interest accrued to the redemption
date, all of the Bonds w~~ch are to~~ redeemed.
406. Payment of Redeemed Bonds. Notice having been given by publication 1n
thfl! manner provided fn Section 404, the Bonds or portions thereof called for
redemption and specified in said notice shall become due and payable on the
redemption date specified in safd notice at the Redemption Prices thereof
applicable on such date, plus unpaid interest on said Bonds or port1ons thereof
accrued to such date, and, upon presentation and surrender thereof at the place or
places specified in said not1ce together with, in the case of Bonds reg1st~red
otherwise than to bearer. a written instrument of transfer duly executed by the
registered owner thereof or by his attorney duly authorfzed in wrfting. and. in the
case of coupon Bonds, all appurtenant coupons maturing subsequent to such date,
said Bonds or portions thereof shall be paid at the said Redemption Prices, plus
unpaid interest on said Bonds or portions thereof accrued to such date not
represented by coupons for matured interest fnstallments. All interest represented
by coupons which sha 11 ha.ve matured at or prior to such redempt 1 on date sha 11
continue to be payable to the bearers of such coupuns. If there shall be so called
for redemption less than all of a registered Bond, the Cfty shall execute and
deliver, upon the surrender of such Bend to the Fiscal Agent, without charge to the
owner thereof, e1"her co~p~n Bonds or registered Bonds of like Series. des1gnat1on,
interest rate and maturity in any of the authorized denominations. If, on such
redempt1on date, moneys for the redempt1on of all the Bonds or portions thereof of
any like Series and maturity to be redeemed, together with interest thereon accrued
and unpaid to such date, shall be held by or on behalf of the Fiscal Agent so as to
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be ava11able th~refor on such date and if notice of redemptfor. thereof shall have
been publfshed as aforesaid, then frora a"d after such redemption date, interest on
the Bonds or portions thereof of such Series and maturity so called for redemption
shall cease to accrue and beccme payable, and the coupons for interest appertaining
thereto maturing subsequent to such redemption date shall be void and said Bonds
and coupons shall no longer be considered as Outstanding hereunder. All moneys
held by or on behalf of the F1sca1 Ag~nt for the redemption of particular Bonds
shall be held 1n trust for the account of the Ho'1ders of the Bonds so to be
redeemed.
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ARTICLE V
REVENUES, FUNDS AND ACCOUNTS
501. Pledge of Revenues, Revenue Fund.
(A) The City hereby transfers, places a charge upon, assigns arid sets over
to the Fiscal Agent all of the Net Revenues and all of the Net Revenues are hereby
irrevocably pledged to the punctual payment of the principal or Redemption Prfce of
a:id 1 nterest on the Bonds, and the Net Revenues shall riot be used for any other
purpose wh;le any of the Bonds remain Outstanding, except that out of Revenues
thefe may be apportioned and paid such sums, for such purposes, as are expressly
permitted by Section 503. Said pledge shall const1tute a first, df rect and
exclusive charge and lien on the Net Revenues for the payr.1ent of the Bonds 1n
accordance with the terms thereof.
(B) The Net Revenues constitute a trust fund for the security and payment
of the interest on and pr1nc1pal or Redemption Price of the Bonds. The general fund
of the City is net liable for payment of the Bonds or their interest. The credit or
taxing power of the City is not p 1 ~dged for the payment of the Bonds or the fr
interest. The Holder of the Bonds or coupons shall not compel the exerc;se of the
taxtng power by the City or the forfeiture of its property. The principal or
Redemption Price of and interest on the Bonds are not a debt of the City, nor a
legal or equitable pledge, charge, lien or encumbrance, upon any of its property,
or upon any of its income, receipts, or reven~es P.xcept the Net Revenues of the
Enterprise.
{C) All of the Revenues shall, so long as any Bonds shall be Outstanding
hereunder, be deposited as received by the City in the "City of Palo Alto Utf lity
RE:venue Fund .. ( hereinafter ca 11 ed the "Revenue Fund"). which Fund is hereby created
and which Fund the City hereby covenants and agrees to maintain so long as any Bonds
shall be Outstanding hereunder.
502. Re-eipt and Deposit of Revenues. The City covenants and agrees that
all Revenues, when and as rece1ved, will be received and held by the C1ty in trust
hereunder and will be deposited by the City in the Revenue Fund and will be
accounted for through and held in trust 1n the Revenue Fund, and the Cfty shall only
have ~uch beneficial right or interest in any of such money as 1n the Resolution
provided. All such Re~enues, whether held by the Cfty as trustee or deposited with
the Ff seal Agent as trustee, all as herein provided, shall nevertheless be
dfsbursed, allocated and applied solely to the use$ and purposes hereinafter in
this article s.et fo~th, and shall be accounted for separately and apart from all
other money, funds, account!.: or other resources of the City.
503. Establfshment of Accounts and Allocation of Revenues Thereto. All
Revenues in the Revenue Fund shall be set aside by the C1ty in the treasury of the
City or depos1ted by the City with the Fiscal Agent fn the following respective
special Accounts wtth1n the Revenue Fund (each of which is hereby created and each
of which the City hereby covenants and agrees to maintain or cause to be
ma1ntafned), 1n the following order of priority:
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(1) Bond Account (held by the Fiscal Agent),
(2) Sinking Fund Accounts (held by the Fiscal Agent), and
(3) Bond Reserve Account (held by the Fiscal Agent).
A11 Revenues in each of such Accounts shall be held in trust by the Fiscal
Agent and shall be applied, used and withdrawn only for the purposes hereinafter
authorized f n this Article.
(1) Operating Cos~~-The Treasurer shall first pay trom the moneys in
the Revenue Fund the budgeted Operating Costs of the Enterprise as such
Operating Costs become due and payable.
(2) Bond Account. On or before the second day prior to each Interest
Payment Date, beginning in December, 1983, the Treasurer shall, from money
in the Revenue Fund, deposit with the Fiscal Agent in the Bond Account an
amount equal to the aggregate amount of Principal Installments or Principal
Installments and interest becoming due and payable on all Outstanding Bonds
on the r.ext succeeding Interest Payment Date. No deposit need be made into
the Bond Account if the amount contained therein 1s at least equal to the
Principal Installments or Prfncipal Insta11ments and interest to become due
on the next Interest Payment Date upon all Outstanding Bonds.
(3) Sinking Fund Accounts. On or before the first day of each May,
commencing on the May 1 next prior to the datP. on which the first Sinking
Fund Installment is required to be made, and arter any moneys therein have
been applied, the Treasurer shall, from money in the Revenue Fund, deposit
wtth the Fiscal Agent 1n the Sinking ~und Account an amount equal to the
aggregate amount of the Sinking Fund Installments payable on the next
succeeding Principal Installment Date. Such moneys shall be applied to the
Sinking F•Jnd Account without preference or priority of any such Account over
any o• '"ler such Account.
(4) Bond Reserve Account. After making the payments, allocations and
transfers provided far fn subsections (1), (?.)and (3) above, 1f the balance
in the Bond Reserve Account ts less than the Bond Reserve Requirement, the
def1c1ency shall be restored from available funds 1n the Revenue Fund.
(5) Sur£1us. Any surpluses rema1ning in the Revenue Fund after making
the payments, allocat1ons and transfers provided for 1n the preceding
subsections shall be treated as surplus and applied as provided in Section
507.
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504. Application of Bond Account.
(A) The Ff seal Agent shall withdraw from the Bond Account, prior to each
Interest Payment Date of the Bonds, an amount equal to the Interest Requirement
payable on such Interest Payment Date~ and shall cause the same to be applied to the
payment of said interest when due and is h~reby authorized to transmit the same to
Paying Agents who shail apply the same to the payment of such interest.
(B) The Fiscal Agent shall withdraw from the Bond Account, prior to each
Principal Installm~nt Date, an amount equal to the principal amount of the
Outstanding Serial Bonds, if any, maturing on said Principal Installment Date and
shall cause the same to be applied to the payment of the principal of said Bonds
when due and 1s hereby authorized to transmit the same to Paying Agents who shall
apply the same to such payment.
(C) All withdrawals and transfers under the provisions of subsection (A) or
subsection (B} of this Section shall be made not earlier than one (1) day pr1or to
the Interest Payment Date or Princ1pal Installment Date to which they relate, and
the amount so withdrawn or transferred shall, for the purposes of this Resolution,
be deemed to remain in and be part of t~e appropriate Account until such Intere~t
Payment Date or Princ1pal Installment Date.
505. App11cation of Sinking Fund Accounts.
(A) T~e Fiscal Agent shall establish and maintain a separate Account for
each Series having Outstanding Term Bonds for which Sinking Fund Installments are
established fn accordance with the applicable Series Resolution, such Account to be
designated !t •• _. ___ Series ~ Sinking Fund Account" (inserting therein the
Series designation of such Term Bonds).
(8) The Fiscal Agent shall apply moneys in any Sinking Fund Account
established as provided in subsection (A) of this Section to the purchase or the
redemption of the Term Bonds for wh1ch such Sinking Fund Account is maintained 1n
the manner provided 1n this Section and to the payment of the principal thereof at
maturftyl provided that no such Bonds shall be so purchased during the per1od of
thirty (30) days next preceding the rlat.e of a S1nking Fund Installment established
for such Bonds. The purchase price paid by the Fiscal Agent (excluding accrued
interest (which shall be paid from tha Bond Account) but fnclud1ng any brokerage
and other charges) for any Bond purchased pursuant to this Section shall not exceed
the Redempt1on Price of such Bond applicable upon 1ts redemption by operation of
the Sinking Fund Account through application of the moneys available for such
purchase on the next date of a S1nk1ng Fund Installment established for such Bonds.
Subject to the 1fmitatfons hereinbefore set forth or referred to in thfs Sectfon,
t.he Fiscal Agent shall purchase Bands at such times. for such prices, 1n such
amounts and in such manner (whether after adv~rtisement for tenders or otherwise)
as the Fiscal Agent in its discratfon may determine and as may be possible with the
amount of moneys ava1lable therefor in the applicable Sinking Fund Account. If on
any date there shall be moneys in any such Sinking Fund Account and there shall be
Outstanding none of the Bonds for which such account was e$tablished, such Sfnk.1ng
Fund Account shall be closed and the Fiscal Agent shall transfer any moneys therein
to the Cfty for deposft f n the Revenue Fund.
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(C) As soon as practicable after the forty-fifth and before the twenty-
fifth day prior to the Principal Installment Date of each Sinking Fund Installment,
the Fiscal Agent sha11 ca11 for redemption in the manner provided fn Article IV on
the said Principal Installment Date of said Sinking Fund Installment and by
application of said Sinking Fund Installment such principal amount of the Bonds
entftled to said Sinking Fund Installment less such amounts of Bonds purchased
during the twelve (12) months prior to such Pr1nc1pal Installment Date pursuant to
subsection (B) of this Section, and on such redemption date the Fiscal Agent shall
apply the moneys in such Sinking Fund Account to the payment of the Redemption
Price of the Bonds s' called for redemption.
506. Application of Bond Reserve Account. If at any time there shall not
be a suffic1ent amount 1n the Bond Account or any Sinking Fund Account to make
payment of Principal Installments or Rede1.1pt1on Pr1ce of or inte·re~t on the Bonds,
the F1sea1 Agent sha 11 withdraw from the Band Reserve Account and pay 1 nto the
appropriate Account the amount of the deficiency. Any surpluses in the Bond
Reserve Account shall be transferred to the City for deposit 1n the Revenue Fund at
the end of each month.
507. Application of Surplus. Moneys remaining in the Revenue Fund after
making the payments, allocations and transfers provided for 1n subsection (1), (2),
(3) and (4) of Section 503 shall be appl 1ed by the Treasurer to the purposes and ·in
the order as fol lows:
(1) to the payment of capital expenditures of the Enterprise.
(2) to the annual payment into a reserve fund for cont1ngen~1es, of an
amount not to exceed ten percent of the expenditure for capital outlay for
the year, exclusive of bond expenditures. The total accumulated in th1s
reserve for contingencies shall at no time exceed five percent of the book
value of the Enterprise•s capital in service. Thfs reserve fund shall be
availablt= for use by the Enterpr1 se, only for replacements or emergency
repairs and after special appropriation by the Council.
(3) to payment into the general fund by quarterly allotments.
(4) to any lawful purpose.
508. No Unauthorized Transfers. No amount shall be withdrawn or
transferred from or paid out of any Fune or Account except as in this Article V
expressly provided.
509. Deposit and Investment of Money in Funds and Accoun_!!. All money
held by the C1ty or the Fiscal Agent fn the Funds or Accounts establ1shed pursuant
to the Resoiut1on shall be held in time or demand deposits 1n any bank or tru:t
company authorized to accept deposits of publi~ funds, and $hall be secured at al,
times by such obligations as are required by law and to the fullest extent required
by law, except such money as 1s at the time fnvested 1n accordance wfth this
Section. Money 1 n the Bond Account sha 11 be 1 nves ted by the F1sca 1 Agent, and money
in the Project Accounts or 1n the Revenue Fund shali be invested by the Treasurer in
Permitted Investments maturing prior to the date on which such money is estimated
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to be required to be pa1d out hereunder. Money 1n the Bond Reserve Account shall be
invested by the F1sca~ Agent in Perm1tted Investments matur1ng not more than ten
years from the date of purchase by the Fiscal Agent. All interest received on any
money so invested shall be deposited 1n the appropriate Project Account during the
Construction Period and thereafter in the Revenue Fund. Any investment of funds
held by the Fiscal Agent may be at the direction of tne City by Certificate of the
City.
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AP.TICLE VI
THE FISCAL AGENT ANO PAYING AGENTS
601. Fiscal Agent; Appointment and Acreptance of Duties. The Fiscal Agent
shall be appointed by r·esolution of the City adopted prior to the issuance of any
Series of the Bonds. The Fiscal Agent, immediately upon such appointment, shall
signify f ts acceptance of the duties and obl igat'!'ons imposed upon it by this
Resolution by written instrument of acceptance deposited with the City and each
Paying Agent.
6G2. Paying Agents.; Aopoi ntment and Acceptance of Duties. The City may
appoint one or more Paying Agents for the Bonds of any Series fn the Series
Resolution authorizing such Bonds, and may at any time or from time to time appoint
one or more other Paying Agents in the manner and subject to the conditions set
forth in Section 612 for the appointment of a successor Pay~ng Agent. The Fiscal
Agent may be appointed to act as Paying Agent notw1thstand1ng that it may then be
acting in the capacity of the Fiscal Agent.
Each Paying Agent shall signify 1ts acceptance of the duties and obligations
imposed upon it by this Resolution by written instrument of acceptance deposited
. with the City and the F1sea1 Agent.
The Principal Offices of the Paying Agents are hereby des1gnated as the
respective agencies of the City for the payment of che interest and pr1nc1pa1 or
Redemption Price of the Bonds, except that intere.~ and principal and Redemption
Prtce of all registered Bends and of all coupon Bonds registered as to principal
shall be payable at the Principal Office of the Fiscal Agent.
603. R~sponsibilities of Fiscal Agent and Paying Agents. The recitals of
fact herein and in the Bonds contained shall be taken as the statements of the City
and neither the Fiscal Agent nor any Paying Agent shall be deemed to make any
representations as to the validity or suff1ciency of th1s Resolution or of any
Bonds or coupons issued thereunder or in respect of the security afforded by this
Resolution, and ne1th~r the Fiscal Agent nor any Payfng Agent shall incur ariy
respons1b111ty or duty with respect to the issuance cf the Bonds for value or the
application of the proceeds thereof or the application of any moneys paid to the
City. Neither the Fiscal Agent nor any Paying Agent shall be under any obligatio~
or duty to perform any act which would 1nvo1ve it in expense or 1fab111ty or to
institute or defend any suit 1n respect hereof, or to advance any or its own moneys,
unless properly indemnified to its satisfaction. Neither the Fiscal Agent nor any
Paying Agent shall be liable 1n connection with the performance of its duties
hereunder except for its own negligence or default. Neither the Fiscal Agent nor
any Paying Agent shall be under any respons1b111ty or duty with respect to the
application of any moneys paid to any one of the others.
604. Evidence on Which Fiscal Agent and Paying Ager.ts May Act. The Ff seal
Agent and any Paying Agent shall be protected 1n acting upon any notice,
resolution, request, r,onsent, order, certificate, report, opinion, bond, or other
paper or document be~feved by it to be genuine, and to have been signed or presented
by the proper party or part1es. The Fiscal Agent and any Pay1r.g Agent may consult
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with counsel, who may or may not b~ counsel to the City, and the opinion or advice
of such counsel shall be full and complete authorization and protectfon in respect
of any action taken or suffered by it under this Resolution in good faith and in
accordanc~ therewith.
Whenever the F1scal Agent or any Paying Agent shall deem 1t necessary or
desirable that a matter be proved or established prior to taking or suffering an!'
action under this Resolution, such matter (unless other evidence in respect ~~ereof
be therein specifically prescribed) may be dP.emed to be conclusively proved and
established by a Certificate of the City, and such Certificate shall be full
warrant for any action taken or suffered in good f~1th under the prov1sions of this
Resolution upon the fafth thereof, but in 1ts discret1Qn the Fiscal Agent or any
Paying Agent may in lieu thereof accept other evidence of such fact or matter or may
require such further or additional evidence as to 1t may see~ reasonable.
605. Compensation and Expenses. The City shall pay to the Fiscal Agent and
to each Paying Agen~ from time to time reasonable compensation for all services
rendered under this Resolution, also all reasonable expenses, charges, counsel fees
and other disbursements, including those of 1ts attorneys, agents and employees,
1 ncurred 1 n and about the performance of their powers and duties under this
Resolution, and the Fiscal Agent and each Paying Agent shall have a lien therefor
on any and all funds at any time held by it under this Resolution, which lien shall
be prior and superior to the lien of the Holders of the Bonds. The City further
covenants and agrees to indemnify and save the Fiscal Agent and each Paying Agent
harmless against any loss, expense and liabilities whfch it may incur arising out
of or 1n the exercise and performance of its powers and duties hereunder, including
the costs and expenses of defending against any claim of liability, and which are
not due to its negl1gence or default. The City further covenants and agrees to
advance to the Fi sea 1 Agent and each Paying Agent a 11 amounts requested as the
costs and expenses of such defense.
606. Permitted Acts and Functions. The Fiscal Agent and any Paying Agent
may buy, own. hold and sell (including acting as an underwriter fn respect of) any
Bonds, coupons or Notes of the City, whether heretofore or hereafter f ssued or
created; and may engage or be interested in any financial or other transaction with
the C1ty, with 11ke effect and with the same rights it would have 1f it were not
such F1sca1 Agent or Payfng Agent. The F1 seal Agent and any Paying Agent may act as
depository for, and permit any of its officers or directors to act as a member of,
or in any other capacity with respect to, any committee formed to protect th.a
rights of Bondholders or to effect or aid in any reorganization growing out of the
enforcement of the Bonds or th1s Resolution, whether or not any such committee
shall represent the Holders of a majority 1n principal amount of the Bonds then
Outstand1ng.
607. Resfgnation of Fiscal Agent. The F1scal Agent may at any time resign
and be discharged of the duties and obligations created by this Resolution by
g1v1ng not less than sixty (60) days' written notice to the City and publfsh1ng
notice thereof, specifying the date when such resignation shall take effect, once
in an Authorized Newspaper, and such resignation shall take effect upon the day
specified in such notice unless previously a successor shall have been appointed,
as provided 1n Section 609, in which event such res1gnat1on shal 1 take effect
~mmediately on the appointment of such successor.
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608. Remova 1 of Fisca 1 Agent. The Ffsca 1 Agent sha 1l be removed by the
Cfty if at any time so requested by an instrument or concurrent instruments in
wr1tfng» filed with the Fiscal Agent and the City, and signed by the Holders of a
majority 1n princ1pal amount of the Bonds then Outstanding or their attorneys-1n-
fact duly authorized, excluding any Bonds held by or for the account of the City.
The Cfty may remove the Fiscal Agent at any time, except during the existence of an
event of default as defined in Section 1001 hereof, for such cause as shall be
determined in the sole discretion of the City by filing with th~ Fiscal Agent an
instrument signed by an Authorized Officer.
609. Appointment of Successor Ffscal Agent. In ca~e at any time the Fiscal
Agent shall resign or shall be removed or shall become incapable of acting~ or
shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or
conservator of the Fiscal Agent, or of its property or affairs, 1s appointed, ~he
C1ty covenants and agrees that it will ther£upon appoint a successor Fiscal Agent.
The City shall publish notice of any such appointment made by it in an Authorized
Newspaper, such publfcation to be made within twenty (20) days after such
appointment.
If in a proper case no appo1 ntment of a successor Fi seal Agent sha 11 be made
pursuant to the foregofng provisions of this Sect1on w1thin forty-five (45) days
after the Fiscal Agent shall have given to the C~ty written notice~ as provided in
Section 607, or after a vacancy in the office of the Fiscal Agent shall have
occurred by reason of its inability to act, the Fiscal Agent or the Holder of any
Bond may apply to any court of competent jur1sd1ct1on to appoint a successor Fiscal
Agent. Said court may thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Fiscal Ag~nt.
Any Fiscal Agent appointed under the provisions of this Section 609 in
succession to the Fiscal agent shall be a bank or trust company organized under the
laws of the State or a natfo"al banking association, doing business 1n the State
and havfng capital accounts aggregating at least Ten M1111o" Dollars ($10,000.000).
if there be such a bank or trust company or national bankina association w1llfng
and able to accept the office on reasonable and customary ten~s a~d authorized by
law to perform all the dutfes 1mposefi upon 1t by this Resolution.
610. Transfer of Rights and Property to Successor Fiscal Agent. Any
succ&ssor Fiscal Agent appotnted under this Resolution sha11 execute, acknowledge
and del1ver to its predecessor Fiscal Agent, and also to the City, an 1nstrU111ent
accepting such appointment, and thereupon such succes~or F1scal Agent, without any
further act~ deed or conveyance, shall become fully vested wfth all 11oneys,
estates, properties. rights, powers, duties •nd obligations uf such predecessor
Fiscal Agent, w1th 11ke effect as 1f originally named as F1sc~1 Agent; but the
Fiscal Agent ceasing to act shall nevertheless, on the written request of the City,
or of the successor Fiscal Agent, execute, acknowledge and deliver such instruments
of conveyance and further assurance and do such other things as may reasonably be
required for 110re fully and certafnly vest1ng and conf1m1ng 1n such successor
F1scal Agent all the right, title and interest of the predecessor Fiscal agent fn
and to any property held by it under this Resolution, and shal 1 pay over, assign and
deliver to the successor Fiscal Agent any money or other property subject to the
trusts ind conditions here1n set forth. Should any deed, conveyance or 1nstrumen~
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in writing from the City be required by such successor Ff seal Agent for more fully
and certainly vesting 1n and confirming to such successor Fiscal Agent any such
estates, rights. powers and duties, any and all such deeds, conveyances and
instruments in writing shall, on request, and so far as may be authorized by law, be
executed, acknowledged and delivered by the C1ty. Any such successor Fiscal Agent
shall promptly notify each Paying Agent of its appointment as Fiscal Agent.
611. Merger, Conversion or Consolidation. Any company into which the
Fiscal Agent or any Paying Agent may be merged or converted or with which 1t may be
consolidated or any company resulting from any merger, eonvers1on or consolidation
to which it shall be a party or any company to which the Fiscal Agent or any Paying
Agent may sell or transfer all or substantially all of its corporate trust
business, shall be the successor to such Fiscal Agent or Paying Agent without the
execution or f1 ling of any paper or the performance of any further act; provided,
with respect to the Fiscal Agent, that such Fiscal Agent shall be a bank or trust
company organized under the laws of any state of the United States or a nat1onal
banking asscciat1on and shall have an office for the transaction of its busines~ in
the State, and shall be authorized by l~w to perform all the duties imp~sed upon it
by this Resolution and any Series Resolution.
612. Resignation or Removal of Paying Agents and Appointment of
Successors. Any Paying Agent may at any tfme resign and be discharged of the duties
and obligations created by this Resolution by giving at least sixty (60) days•
written notice to the City and the Fiscal Agent. Any Paying Agent may be removed at
any time by an instrument ff led with such Paying Agent and the Fiscal Agent and
signed by an Authorized Off1cer. Any successor Paying >.gent shall be appointed by
the City and shall be a bank or trust company organized under the 1aws of any state
of the United States or a national banking association, having capital accounts
aggregating at least Ffve Million Dollars ($5,000,000), and willing and able to
accept the office of Paying Agent on reasonable and customary terms and authorized
by law to perform all the duties fmposed.upon 1t by this Resolut1on.
In the event of the res1gnatfon or removal of any Paying Agent, such Paying
Agent shall pay over, assign ard deliver any moneys held by it to its successor, or
if there be no successor then appointed, to the Fiscal Agent until such successor
be appointed.
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ARTICLE VII
COVENANTS OF THE CITY
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701. Punctual Payment. The Cfty will punctually pay or cause to be paid
the interest on and principal or Redemptfon Price, if any, to become due with
respect to all the Bonds 1n strict conformity with the terms of the Bonds and of the
Resolution and all Supplemental and Series Resolutions, and will faithfully observe
and perform all of the conditions, covenants and requirements of the Bonds and of
the Resolution and all Supplemental Resolutions.
702. Against Encumbrance~. The City will not mortgage or otherwise
encumber, pledge or place any charge upon the Enterprise or any part thereof, or
upon any of the Net Revenues, 2xcept as provided 1n the Resolution; provided,
however, that the Cfty may pledge, assign or otherwise encumber the Net Revenues on
the basis of a parity of lien with the 11en of the Bonds under long-term contracts,
leases, subleases or other legal financing arrangements for the purpose of
fi nan cf ng Improvements to the Enterpr1 se ot;ler than through issuance of Bonds,
provided that the special condition for the issuance of add1t1o"a1 Bonds set forth
ir. Section 203 shall be satisf1ed, treating payments under such contracts, leases,
subleases or other legal financing arrangements as if they were payments of
principal and interest on addf t1onal Bonds; and provided, further, that nothing in
this Section 702 nor elsewhere 1n this Resolut1on shall be construed to prevent the
City from entering int~ long-term contracts to finance supplies of water, ~as, or
electric energy. payments under which are accounted for as Operating Expenses under
Section 104.
703. Aga 1 nst Sale or Oth4:r Di spos 1 ti on of Proper~. The C1 ty w11 l not
sell, lease or otherwise dispose of the Enterprise or any part therEof essential to
the proper operation of the Enterprise or to the maintenance of the Net Revenues
except as herein expressly permitted. The City wf 11 not enter into any lease or
agreement which impairs the operation of the Enterprise or any part thereof
necessary to secure adequate Net Revenues for the payment of the interest on and
pr1ncfpal or Redemption Price, if any, on the Bonds, or whfch wo1.1ld otherwise
impair the rights of the Holders wi~h respect to the Net Revenues or the operation
of the Enterprise. Any real or personal property wh1ch has become non-operative ~r
...,hi ch 1 s not needed for the eff 1ci ent and proper oper·at ion of the Enterpr1 se, or
any material or equipment whid, has worn out, may be sold at not less than the
market va 1 ue thereof without the consent of the H'-> 1 de rs 1 f such sa 1 e w111 not
reduce Net Revenues and if all of the Net Proceeds of such sale are deposited fn the
Revenue Fund.
704. Aequisftion, Construction or Financing of any Project and
Improvements to the Enterprise. The City will acquire, construct, or f1nance any
Project, as defined in a Series Resolution, and Improvements to the Enterprise to
be financed with the proceeds of the Bond w1tn all practicable dispatch, and such
ProJe~t and Improvements will be made in an expedftfous manner and in conformity
with laws so as to comp1ete the same as soon as possible.
705. Maintenance and Operation of the Enterprise. The C1ty will maintain
and preserve the Enterprise in good repair and working order at all times from the
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Revenues available for such purpose, and will operate the Enterprise 1n an
efficient and economfcal manner.
The C1ty will f11e with the Treasurer and the Fiscal Agent, on or before the
day on wh1ch the initial Series of Bonds issued pursuant to the Rt!solution fs
delivered, a budget setting forth the estimated Operating Costs of the Enterprise
for the period from such date until the close of the then current Fiscal Year. On
or before the f1rst day of each Fiscal Year thereafter, the City will file with the
Treasurer and the Fiscal Agent a tudget setting forth the estimated Operating Costs
of the Enterpri•e for such Fiscal Year.
706. Payment of Claims. The City will pay and discharge any and all lawful
claims fer labor, materials, or supplies which, if unpaid, might become a 1fen or
charge upon the Net Revenues or any part thereof, or upon any funds in the hands of
the Cfty, the Treasurer, the Fiscal Agent or any Paying Agent prior or superfor to
the lien of the Bonds, or whfch might impair the security of the Bonds.
707. Insurance.
(A) The Cfty will p;·ocure and maintain 1nsurance on the Enterprise wfth
responsible inturers 1n such amounts and against such risks (includ1nq accident to
or destruction of the Enterprise) as are usually 1nsul"'ab1e in connection with
s1m11ar enterp~ises. wh1ch su~h ir.surance shall be in an amount at least sufficient
to enable the City to retire all Outstanding Bonds.
In the event of any damage t6 or destruction of the Enterprise caused by the
perils covered by such insurance, the Net Proceeds of such insurance shall be
applied to the repair, r-eccn:t~·Jction or replacement of the damaged or destroyed
portion of the Fntarprise. Th~ City shall cause such repair, reconstruction or
replacement to beg1n promptly after such damage or destruction shall occur and to
continue and to be properly COiRpleted as expeditfously as possible, and shall ray
out of the Net Proceeds of such insurance al 1 costs and expenses in connection wfth
such repair, reconstruction or replacement so that the same shall be completed and
the Enterprise shall be free and clear of all liens and claims. If the Net Proceeds
recetved by reason of any such loss shall exceed the costs of such :-epafr,
reconstruction or replacement, the excess shall be deposited by the City in the
Revenue Fund.
Alternatively, if the Net Proceeds of such insurance are sufficient to
enable the City to retf re all Outstanding Bonds. the City may elect not to repair,
l"econst.ruct or replace the d•uged or destroyed portion of the Enterprise, and
thereupon such Net Proceeds. together with a Written Request of the City as
appropriate, shall be delivered to the Fiscal agent and applied by 1t to redeem or
purchase all Ovtstand1ng Bonds, 1n the manner specified -in Section 713.
(8) Th& C1ty w1ll procure and 111a.1ntain adequate f1del1ty insurance or bonds
on all officers and eMployees of the C1ty handling or responsible for any Reve~ues
or Funds of the Enterprise, such insurance or bonds to be in an aggregate amount at
least equal to one-half (1/2) of the Bond Res£~ve Requirement.
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(C) The City will procure and cbtafn a policy of t1tle insurance from a
recognized title insurance company 1nsur1ng the City for the full cost of
acquisition of any real property acquired fn fee stmple comprising any portion of
the Enterprise, excluding any improvements thereon.
(D) The City will procure and mafntafn publtc liability insurance covering
claims against the City for bodily injury or death, or damage to property
occasioned by reason of the ownership or operation of the Enterprise, such
insurance to afford protection in such amounts and aga1r.st such risks as are
usually covered in connection with similar e;iterpr1 ses; provided that such
insurance may be effected under a self-insurance program.
(E) The City will procure and maintain workers' compensation insurance
against liability for compensation under the Workers 1 Compensation Insurance and
Safety Act cf California, or any act hereafter er.acted as an amendment or
supplement or 1n lieu thereof, such insurance to cover ... ,, persor1s employed in
connection ·r1ith the Enterprise; provided that such insurance may be effected under
a self-insurance program.
(F) All policies of insuranc~ required to be ma1ntained herein shall
prov1de that the Fiscal Agent shall be g1ven thirty (30) days 1 written notice of
any intended cancellation thereof or reduction of coverage provided thereby. The
Fiscal Agent ~hall not be responsible for the sufficiency of any insuranLe herein
required.
70t. Books and Accounts; Findncial Statements.
(A) The City wi 11 lc.eep proper books of records and accounts of the
Enterprfse, separate from all other records and accounts of the City, in which
complete and correct ent.1es shall be made of all transactions relatin~ to the
Enterprfse. Such books of record and accounts shall at all times during business
hours be subject to the inspection of the Fiscal Agent or of the Holders of not less
than ten percent (10%) of the principal amount of the Bonds then Outstanding or
their representatives authorized in writing.
(B) The City will prepare and file w1th the Fiscal Agent annually within
one hundred f1f~y (150) days after ths close of each Fiscal Year (commencing w1th
the Fiscal Year en~ing June 30, 1983) so long as any of the Bonds are Outstanding:
(1) an audited statement (prepared in accordance with Generally
Accepted Accounting Pr1nc1ples) for the preceding Fiscal Year showing
the Revenues, all disbursements from the Revenues and all expenditures
applicable to the Enterprise, fnclud1ng the balances 1~ a;1 Funds and
Accounts re 1at1 ng to the Enterprise he 1 d by the City and the Ff sea 1
Agent as of the beg1nn1ng of such Fiscal Year and all deposits 1n and
withdrawals from each such Fund or Account during such Fiscal Year and
the ba 1 ances 1 n a 11 such Funds and Accounts as of the end of such
Fiscal Year, which statement shall indicate the manner and extent to
which the City has complied with the provisfons of the Resolution as it
relates to such Revenues, expenditures, Funds and Accounts; and
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(2) a detailed statement &s to all insurance carried by the City
with respect to the Enterprise as of the close of such Fiscal Year,
including the names of the insurers which have issued the policies and
the amounts thereof and the property or risks covered 'hereby.
(C) The City will prepare annually not more than one hundred fifty (150)
days after the close of each F1~ca1 Year (commencing w1th the Fiscal Year ending
June 30, 1983) a summary statement showing the amount of the Revenues and the
disbursements from the Revenues, in reasonable deta1l, for the preceding Fiscal
Year, and a general statement of the financial and physical cond1t1on of the
Enterprise. The City will furnish a copy of such summary statement to any Hulder
upon request) and will furnish to the Fiscal Agent such reasonable number of copies
thereof (not exceeding 100 copies) as may be required by the Fiscal Agent for
d1strfbution (a·~ the expense of the City) to investment bankers. security dealers
and others interested in the Bonds and to the Holder~ requesting copies thereof.
709. Protection of Security and Rights of Holders. The C1ty will pres~rve
and protect the security of the Bonds and the rights of the Ho 1 ders, and w11 l
warrant and defend their rights a~a1nst all claims and demands of all persor.s.
From and after the sale and delivery of any Series of Bonds by the City, such Series
of Bonds and coupons appertaining thereto $hall be incontestable by the City.
710. Against Competitive Facilities. The City will not acquire,
construct, operate or maintain any system or ut111ty w1th1n the service area of the
City that would be competitive with the Enterprise.
711. faYffient of Taxes, Etc .. The City will pay and d~scharge all taxes,
assessments and other governmental charges which may hereafter be lawfully imposed
upon the Enterprf se or any part thereof or upon any Revenues when the same shall
oec~me due. The C1ty will duly observe and conform w1th all valid requirements of
any governmental authority relative to the Enterprise or any part thereof, and w1ll
c.o·.'lply with al 1 requireiPents with respect to any state or federal grants rece1·,ed
to ~ssist fn paying for the costs of the acquisition, construction or f1nanc1ng of
any Iffiprovements to the Enterprise.
712. Collection of Charges. The City will have 1n effect at all times an
ordinance requiring the owners or users of any premises located with1n or without
the limits of the City and connected ~ith th~ En~erprfse to pay the rates, fees and
charges applicable to the Utility Service provided or made available to such
premises. The City will not permit any part of the Enterprise, or any facility or
wate~. gas or electr1c energy thereof, to be used, or taken advantage of, free of
charge by any person, ffrm or corporation, or by any public agency {1nclud1ng the
United States of America, the State and any public corporation, po11t1ca1
subdivision, city, county, district or agency of any thereof), excepting only that
the City may without charge use the services, fac111ties, water, gas and •lectr1c
energy of the Enterprise.
The City will have in effect at all times while any of the Bonds are
Outstanding an ordinance providing for such rates, fees and charges, and prov1dfng
fer the bi 11 ing thereof .and for a due date and a de 11 nquency date for each b11l . In
each case where such bill remains unpaid in whole or in part after such btll becomes
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delinquent, the City may disconnect such prem1ses from the Enterprise, and such
premises shall not be reconnected to the Enterprise until all delinquent bills and
penalties have been discharged, together with charges for reconnect1on.
713. Eminent Domain Proceeds. If all or any part of the Enterprise sha11
be taken by eminent doma f I"! proceed1 ngs, the Net ProceeJs rea 11zed by the City
therefrom shall be deposited by the City with the F1sca1 agent 1n a spec1al fund fn
trust and applied by the City to the cost of acquiring or constructing or financing
Improvements to the Enterprise 1f (A) the City first secures and f1les with the
Fiscal Agent an Engineer's Certificate showing (i) the est1mated loss in annual Net
Revenuese if any, suffered, or to be suffered. by the City by reason of such eminent
domain proceedings, (ii) a general descr1pt1on of the Improvements to the
Enterpr1se then proposed to be acquired or constructed by the City from such Net
Proceeds, and (iii) an estimate of the add1t1onal Net Reyenues to be derived from
such Improvements; and (B) the Fiscal Agent, on the basis of such Eng1neer•s
Certificate, determines that such additional Net Revenues will sufficiently offset
the loss of Net Revenues, resulting from such em1nent domain proceedings so that
the ability of the City to meet its obligat~ons hereunder will not be substantially
impaired, 1r1hich detenn1nat1on shall be final and conclusive. If the foregoing
conditions are met, the City shall then promptly proceed wiU1 the acquisition or
construction or financing of such Improvements substantially in accordance with
such Engineer's Certificate and payments therefor shall be made by the Ff seal Agent
from such Net Proceeds and from other moneys of the C1ty lawfully available
therefor, and any balance of such Net Pro~eeds not required by the C1ty for the
purposes aforesaid shall be depos1ted in the Revenue Fund. If the foregoing
cond1t1ons are not met, then such Net Proceeds shall be applied by the Fiscal Agent
pro rata to the redemption or purchase of the Bonds of each Series then Outstanding
in the proportion whf ch the principal amount of the Oustanding Bonds of each Series
bears to the aggregate principal amount of all Bonds then Outstanding. If the
Fiscal Agent is unable to purchase or redeem Bonds 1n amounts sufficient to exhaust
the available moneys allocable to each such Series, the remainder of such moneys
for each such Serles shall be held 1n trust by the Fiscal Agent and applied to the
paymen~ of the Bonds of such Series as the same becOl'P.e due by their terms, and,
pP.~ding such application, such remaining moneys ll'aY be invested by the Fiscai Agent
in the manner ?rov1ded in Section 510 for the 1nvestment of moneys 1n the Bond
Reserve Account.
If such eminent domain proceedings have had no effect, or at most a
relatively 1mmater11l effect, upon the Net Revenues and the security of the Bonds,
and an Engineer's Certificate to such effect has been filed with the Fiscal Agent,
the Fiscal Agent may so determine, which such determ1nat1on by the F1scal Agent
shall be final and conclusive and, upon notice thereof, the City shall forthwith
depos1t such Net Proceeds 1n the Revenue Fund.
714. Amount of Charges.
(A) The City w111, at all times wh11e any of the Bonds reaa1n Outstanding,
fix, prescribe and collect rates, fees and charges in connection with the Utility
Service so as to yield Revenues at least sufficient, after 111alc.1ng reasonable
allowances for contfngencies and errors in the estfmates, to pay the following
amounts 1n the order below set forth:
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(1) All Operating Costs of the Enterprise;
(2) The interest on and principal or Redemption Price, if any, on
the Bonds as they become due and payable;
(3) All payments required for compliance with the ten~s of the
Resolution and of all Supplemental and Series Resoiut1ons; and
(4) All payments to meet any other obligations of th~ City which
are charges, liens or encumbrances upon, or payable from, the Revenues.
(B) In addition to the requirements of the foregoing subsection (A), the
City will, at all times while any of the Bonds remain Outstanding, f1x 1 prescribe
and collect rates, fees and charges in connection with the Ut1lfty Service so as to
yield Net Revenues during the then immediately ensuing period of twelve months
equal to at least 1.25 t1m~s the aggregate amount of Principal Installments of ind
Interest Requirements on all Outstandfng Bonds falling due during such period. The
City may make adjustments from t1me to time in such rates, fees and charges and may
make such classification thereof as it deems necessary. but shall n~t reduce such
ratas, fees and charges below those then in effect unless the Net Revenues from
such reduced rates, fees and charges will at all times be sufficient to meet the
requirements of this section.
Notwithstanding any other provision of th1s Resolution, the manner and
method of compliance with the provisions of this Subsection (8) shall be and re11ain
in the sole discretion of the Council.
715. Further Assurances. The C1ty w111 adopt, make, execute and deliver
any and all such further ordinances, resolutions, instruments and assurances as may
be reasonably necessary or proper to carry out the intention or to facilitate the
performance of the Resolution, &nd for the better as$uring and confirming unto the
Holders of the rights and benefits provided 1n the Resolution.
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ARTICLE VI I I
SERIES RESOLUTIONS AND SUPPLEMENTAL RESOLUTIONS
801. Adoption and Filing. The City may adopt at any time or from time to
time Series Resolutions to provide for the issuance of a Series of Bonds and to
prescribe the terms and conditions pursuant to which such Bonds may be issued, paid
or redeemed; or Supplemental Resoiutions for any one or more of the following
purposes, and any such Series Resolution or Supplemental Resolution shall become
effective in accordance with its terms upon the filing with the Fiscal Agent of a
copy thereof certified by an Authorized Officer:
(1) To add additional covenants and agreements of the City for the
purpose of further securing the payment of the Bonds, provided such additional
covenants and agreements are not contrary to or inconsistent with the covenants and
agreements of the City contained in this Resolution;
{2) To prescribe further limitations and rest~ictions upon the
issuance of Bonds and the incurring of indebtedness by the C1ty 'W'h1ch are not
contrary to or inconsistent wit~ the limitations and restrictions thereon
theretofore in effect;
(3) To surrender any r1ght, power or privilege reserved to or
conferred upon the City by the terms of this Resolution;
(4) To confirm as further assurance any pledge under and the
subjection to any 11en, claim or rledge crea;ed or to be created by the provisions
of this Re sot ut ion of the Revenues, Funds and Accounts or of an~· other moneys,
secu~ities or funds;
(5) To modify any of the provisions of this General Resolution or any
prevfously adopted Series Resolution in any other respects. prov1ded that such
modifications shall not be effective until after a11 Bonds of any Series of Bonds
Outstand1n~ as of the date of adoption of such Series Resolution or Supplemental
Resolution snall cease to be Outstanding, and all Bonds issued under such
resolutions shall contain a specific reference to the mod1ffcat1ons contained 1n
such subseG~~nt resolutions;
(6) With the consent of the Fiscal Agent, to cure any ambiguity or
defect or inconsistent provision 1n this Resolution or to insert such provisions
clarifying matters or questions arising under this Resolution as are necessary or
desirable in the event any such modifications are not contrary to or inconsistent
with this Resolution as theretofore in effectj or
(7) To modify any of the provisions of this General Resolution to
comply with any valid requirements theri applicable necessary to achieve or reta1n
exemptions ~f the interest on the Bonds from Federal taxat1cn1 including without
limitation a requirement that all of the Bonds be in registered form.
802. Supplemental Resolutions Effective ~1th Consent of Bondholders. The
prov1s1ons of this Resolution may be mod1f1ed at any time or from time to time by a
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Supplemental Resolution, subject to the consent of Bondholders in accordance with
and subject to the prov1s1ons of Article IX hereof, such Supplemental Resolution to
become effective upon the filing with the Fiscal Agent of a copy thereof certified
by an Authorized Officer.
803. Genera1 Provisions Relating to Series Resolutions and Supplemental
Resolutions. This Resolution sha11 not be modified or amended in any respec~
except in accordance with and subject to the provisions of this Article VIII ~nd
Article IX. Nothing contained in this Article VIII or Article IX shall affect or
limit the right or obligation of the City to adopt, make, do. execute or deliver any
resolutior., act or other instrument pursuant to the provisions of Section 715 or
the right or obligation of the City to execute and deliver to the Fiscal Agent or
any Paying Agent any instrument elsewhere in this Resolution provided or permitted
to be delivered to the Fiscal Agent or any Pay1ng Agent.
A copy of every Series Resolution and Supplemental Resolution adopted by the
City when filed wfth the Fiscal Agent shall be accompanied by a Counsel's Opinion
stating that such Series Resolution or Supplemental Resolution has been duly and
lawfully adopte~ fi accordance with the provisions of th1s Resolution, ts
authorized or peru11tt~d by this Resolution and is valid arid bind~ng upon the City
and enforceable 1r. accordance with its terms.
The Fi sea 1 Agent is hereby authot·i zed to accept deli very of a certified copy
of any Series Resolution or Supplemental Resolution permitted or authorh:ed
pursuant to the provisions of this Resolution and to make all further agreements
and stipulations which may be contained therein, and, in takfr.g such action, the
Fiscal Agent shall be fully protected in relying on Counsel's Opinion that such
Series. Resolution or Supplemental Resolution f s author1zed or permitted by the
provisions of this Resolution.
No Ser1 es Re so 1 ut f on or Su?p 1ementa1 Re so 1 ut ion t:hang1 ng, amending '>r
modifyfng any of the rights or obligations of the Fiscal Agent or any Paying Agent
may be adopting by the City without the written consent of the Fiscal Agent or
Paying Agent affected thereby.
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ARTICLE IX
AMENDMENTS OF RESOLUTIONS
901. Powers of Amendment. Any modification or ameridment of this Resolution
and of the rights and obiigations of the City and of the Holders of the Bonds and
coupons thereunder in any particular, may be made by a Supplemental Resolution,
with the wr1tten consent given as hereinafter provided in Section 902, (i) of the
Holders of at least two-thirds in principal amount of the Bonds Outstanding at the
tfme such consent is given, and (ii) 1n case less than all of the several Series of
Bonds then Out stand'! ng are affected by the modification or ame11d1m:nt of the Holders
of at least two-thirds in principal amount of the Bonds of each Series so affected
and Outstanding at the time such consent is ~iven, provided, however, that if such
modification or amendment will, by its terms, not take effect so long as any Bonds
of any specif1ed like Series and maturity remain Outstanding, the consent of the
Holders of such Bonds sha11 not be required and such Bonds shall not be deemed to be
Outstand1 ng for the purpose of any ca 1-:.11 at i en of Outstanding Bonds under this
Section. No such modification or amend1 .. 11t shall permit a change in the terms of
redemption or maturity of the principal of any O•Jtstanding Bond or of any
instal!ment of interest thereon or a reduction in the principal amount or the
Redemption Price thereof or in the rate of interest thereon without the consent of
the Holder of such Bor1d. or sha 11 redi.:ce the percentages or otherwise affect the
classes of Bonds the consent of the Holders of which is required to effect any such
mod1f1cation or amendment. For the purposes of this Section, a Series shall be
deemed to be affected by a modification or amendment of this Resolution if the same
advarsely affects or diminishes the rights of the Holders of the Bonds of such
Series. The Fiscal Agent may in its discretion determine whether or not in
accordance with the foregoing provisions Bonds of any particular Series or maturity
would be affected by any modiffcatfor or amendment of this Resolution and any such
determination shall be binding and conclusive on the City and all Holders of Bonds.
The Fiscal Agent may receive an opinion of counsel, including Counsel 1 s Op1nion, as
conclusive evidence as to whether Bonds of any particular Sert es or maturity would
be so affected by any such modi ff cation or amendment of this Resolution.
902. Consent of 81>ndholders. The City may at any t1me adopt a Supplemental
Resolution ma.king a modification or amendment permitted by the pro·11sfons of
Section 901 to take effect when and as provided f n thf s Section. A copy of such
Supplemer .. ::!l Resolution (or brief summary thereof or reference thereto in form
&PP"''"'' ~..i by the F1sca 1 Agent) together with a request to Bondholders for their
consent thereto in form satisfactory to tne Fiscal Agent, shall be mailed by the
City to Bondholders and shall be published at least once a week for two (2)
successive weeks (but fa1lure to mail such copy and request shall not affect the
validity of the Supplemental Resolution when conser1ted to as 1n this Section
provided}. Such Supplemental Resolution shall not be effective unless and until
(a) there shall have been filed with the F1sc~l Agent (1) the written cor.sent of
Holders of the percentages of Outstanding Bonds specified 1n Sectfon 901 and (11) a
Counsel 1 s Opinion stating that such Supplemental Resolution has been duly and
lawfully adopted and filed by the City 1n accordance with the provfsfons of this
Resolution, is authorized or permitted by th1s Resolution, and in valid and binding
upon the City and enforceable in accordance with its terms, and (b} a notice shall
have been published as hereinafter 1n this Section 902 prov1ded. Each such consent
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shall be effective only if accompanied by proof of the holding, at the date of such
consent. of the Bonds with respect to which such consent is given, which proof
shall be such as is permitted by Section 1101. A certificate or certificates by the
Fiscal Agent filed with the Fiscal Agent that it has examined such proof and that
such proof is sufficient in accordance with Section 1101 shall be conclusive that
the consents have been given by the Holders of the Bonds described in such
ce~tificate or certificates of the FfscaJ Agent. Any such consent shall be binding
upon the Holder of the Bonds giving such consent and, anything in Section 1101 to
the contrary notwithstanding, upon any subsequent Holder of such Bonds and of any
Bonds issued in exchange thereof (whether or not such subsequent Holder thereof has
notice thereof), unless such consent fs revoked in writing by the Holder of such
Bonds giving such consent or a subsequent Holder thereof by filing with the Ff seal
Agent prior to the time when the written statement of the Fiscal Agent hereinafter
in this Section 902 provided for is filed, such revocation and, if such Bonds are
transferable by delivery, proof that such Bonds are held by the signer of such
revocation in the manner permitted by Section 1101. The fact that a consent has not
been revoked may likewise be proved by a certificate of the Fiscal Agent filed with
the Fiscal Agent to the effect that no revocation thPreof is on file with the Fiscai
Agent. At any time after the Holders of the required percentages of Bonds shall
have filed their consents to the Supplemental Resolution, the Fiscal Agent shall
make and file with the City and the Fiscal Agent a written statement that the
Holders of such required percentages of Bonds have filed such consents. Such
wr1tten statement shall be conclusive that such consents have been so filed. At
any time thereafter notice, stating in sub$tance that the Supplemental Resolution
(which may be referred to as a Supplemental Resolution adopted by the City on a
stated date, a copy of which is on file with the Fiscal Agent) has been consented to
by the Holders of the required percentages of Bonds and wfl 1 be effective as
provided in this Section 902, may be given to Bondholders by the City by mailing
such notice to Bondholders (but failure to mail such notice shall not prevent such
Supplemental Resolution from becoming effective and binding as in ·his Section 902
provfded) and by publishing the same at least once not more than ninety (90) days
after the Holders of the required percentages of Bonds shall have filed the1r
consents to the Su?plementa1 Resolution and the written statement of the Fiscal
Agent here1nabove provided for is filed. The City shall file with the Fiscal Agent
proof of the publication of such notice, and, if the same shall have been mailed to
Bondholders, of the ma1lfng thereof. A transcript, consis'ting of the papers
required or permitted by this Section 902 to be filed with the Fiscal Agent, shall
be proof of tne matters therein stated. Such Supp1emental Resolution ma~1ng such
amendment or modification shall be deemed conclusively binding upon the City, the
Fiscal Agent and each Payfng Agent ar.d the Holders of all Bonds and coupcns at the
expiration of thirty (30) days after the filing with the Fiscal Agent of the proof
of the first publication of such 1ast mentioned notice, except in the event of a
final decree of a court of competent jurisdiction setting aside such Supplemental
Resolution 1n a legal action or equitable proceed1ng for such purpose commenced
within such thirty (30) day period; provided, however, tha.t the City, the Fiscal
Agent and any Paying Agent during such thirty (30) day period and any such further
period during which any such action or proceeding may be pending shall be entitled
in their absolute discretion to take such action, or to refraf o from taking such
action, w1th respect to such Supple~ental Resolution as they may deem expedient.
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903. Modifications by Unanimous Ccnsent. The terms and provisions of this
Resolution and the rights and obligations of the C1ty and of the Holders of the
Bonds and coupons thereunder may be modified or amended fn any respect upon the
adoption and filing with the Fiscal Agent by the City of a Supplemental Resolution
an~ the consent of the Holders of all of the Bonds then Outstanding, such consent to
be given as provided 1n Section 902, except that no notice to Bondholders either by
mailing or publication shall be required.
904. Mailing and rublfcaticn.
(A) Any provision in this Article for the mailing of a notice or other
document to Bondholders sha11 be fully complied with if it is mailed postage
prepaid only {1) to each registered owner of Bonds then Outstanding at his address,
if any, appearing upon the registry books of the City, (11) to each Hoider of any
Bond payable to bearer who shall have filed with the Fiscal Agent within two (2)
years preceding such ma1ling, a mailing address for notices, and {111) to the
Fiscal Agent.
(B) Any provision 111 this Article for publication of a notice or other
matter shall require the publication thereof only in an Authorized Newspaper.
905. Exclusion of Bonds. Bonds owned or held by or for the account of the
City shall not be deemed Outstanding for the purpose of consent or other action or
any calculation of Outstanding Bonds provided for in this Article, and the Cf ty
shall not be entitled with respect to such Bonds to give any consent er take any
other action provided for in this Art~cle. A~ the time of any consent or other
action taken under this Article, the City 5hall furnish the Fiscal Agent a
certiffcate of an Authorized Officer, upon which the Fiscal Agent may rely,
descr1b1ng all Bonds so to be excluded.
906. Notation on Bonds •. Bonds-delivered after the effective date of any
actfon taken as 1n Article VIII or this Article provided may, and ff the Fiscal
Agent so determ1 nes, sha 11 bear a notation by endorsement or otherwise in fonn
approved by the City and the Fiscal Agent as to such action, and 1n that case, upon
demand of the Holder of any Bond Outstanding at such effective date and upon
presentation of such Bond for tne purpose at the Principal Office of the Fiscal
Agent, suitable notation shall be made on such Bond by the Fiscal Agent as to any
such action. If the C1ty or the Fiscal Agent shall so determine, new Bonds so
modified as in the opinion of the Fiscal Agent and the City to conform to such
action shall be prepared and delivered, and upon demand of the Holder of any Bor.d
then Outstanding shall be exchanged, without cost to such Bondholder, for Bonds of
the same Series and maturity then Outstanding, upon surrender of such Bonds with
all unpaid coupons, 1f any, appertaining thereto.
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ARTICLE X
EVENTS OF DEFAULT ANO REMEDIES OF HOLDERS
1001. Events of Default and Acceleration of Maturities.
(A) If one or more of the following events (herein called 11events of
default") shall happen, that is to say:
(a) if default shall be made in the due and punctual payment of
the principal of or Redemption Price on any Bond when and as the same
shall become due and payable, whether at maturity as therein expressed,
by proceedings for redemption, by declaration or otherwise, and such
default shall have continued for a period of thirty (30) days;
(b) if default shall be made in the due and punctual payment of
any installment of interest on any Bond when and as the same shall
become due and payable, and such default shall have continued for a
period of thirty (30) days;
(c) ff default shall be made by the City in the observance of any
of the covenants, agreements or conditions on 1ts part 1n the
Resolution o~ in any Supplemental or Series Resolution or in the Bonds
conta1ned, and such default shall have continued for a ~erioj of sixty
(60) days after the City shall have been given notice in writing of
such default by the Fiscal Agent; or
(d) if the City shall file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws or any
other app11cable law of the United States of America, or if a court of
competent jurisdiction shall approv~ a pet1tion, filed with or without
the consent of the City, seek1 ng reorganization under the federal
bankrupt:y laws or any other applicable law of the United States of
Amer1ca, or 1f, under the provisions of any other law fc the relief or
aid of debtors, any court of competent jurisdiction shall assum&
custody or control of the City or of the whole or any substantial part
of its property;
then, and in each arid every stJch case during the continuance of such event of
default, the F1sca1 Agent, by notice in writing to the City, may, and upon the
written request of the Holders of not less than twenty-five per cent (25%) in
aggregate pr1nc1pal amount of the Bonds at the time Outstand1ng, shall, declare the
principal of all of the BQnds then Outstanding, and the interest accrued thereon,
to be due and payable 1mmediately, and upon any such declaration the same shall
become and shall be 1rnmed1ate1y ciue and payable, anything contained in the
Resolution or 1n the Bonds to the contrary notw1thstand1ng.
This provision, however. is subject to the condition that if, at any time
after the principal of the Bonds shall have been so declared due and ;ayable, the
City shall pay to or shall deposit with the Fiscal Agent a sum sufficient to pay all
pr1nc1;:.al on the Bonds maturing prior to such declarat1on and all matured
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installments of interest (ff any) upoi'l all the Bonds, and any ar.d all other
defaults known to the F1sca1 Agent (other than in the payment of principal of and
inter 3st on the Bonds due a11d payable solely by reason of such declaration) shall
have been made good or cured to the satisfaction of the Fiscal Agent, or provision
deemed by the Fiscal Agent to be adequate shall have been made therefor, then, and
f n every such case, the Holders of not less than a majority in aggregate principal
amount of the Bonds then Outstanding, by written notice to the City and to the
Fiscal Agent, may, on behalf of the Holders of all of the Bonds. resc111d and annul
such declaration and its consequences; but no such rescission and annulment shall
extend to or shall affect any subsequent default, or shall fmpa1r or exhaust any
right or power consequent thereon.
(B) If municipal bond guaranty 1nsurance shall be issued by the insurance
companies comprisi~g Municipal Bond Insurance Association on the Bonds, then the
foregoing is subject to the following provisions:
(l) Neither the Fiscal Agent nor the Holder of any of the Bonds shall
have any right to accelerate the payment of the pr1ncipal of or interest on
thr. Bonds unless there has been a default in the payment o~ the principal of
or interest on the Bonds when due and Municipal Bond Insurance Associat~on
on behalf of 1ts members shall have defaulted on its obligation to deposit
funds on the due date of such payment or withf n one business day after
receipt of notice of such non-payment, whichever 1s later, with Citibank,
N.A., New York, New York, as fiscal agent (the hftscal agent"), sufficient
for the payment of all Bonds and coupons then in default, such r1otfce of
such default be)ng from the fiscal agent or any Holder of a Bond. Munfcfpal
Bond Insurance Association. upon deposit by it in an account with the fiscal
agent of an amount equal to all principal and interest then 1n default for
the payment of a 11 Bonds and coupons 1 n default t sha 11 have the r·i ght to
declare the principal of all Bonds then Outstanding and the interest accrued
thereon immediately due andipayable by wr1tten notice to the City and the
Fisca 1 Agent and the fisca 1 agent and such pr1 nci pa 1 and ; nterest sha 11
the~aupon become immediately due and payable.
(2) No amendment, modffication or waiver of any provision of th1s
Resolution or the Bonds may be made which relates to the acceleration of the
payment of the principal of or interest on the Bonds before the stated
maturity thereof, without the prior written consent. of Municipal Bond
Insurance Association, and any such attempted amendment, mod1ffcat1on or
waiver without such consent shall be of no force and effect.
1002. _!.pplicat1cin of Funds Upon Acceleratfon. All of the Revenues and all
sums 1n all of the Funds and Accounts provided for in Sections 501 and 503 upon the
date of the declaration of accelerat~on by the Fiscal Agent as provided in Section
1001, and all Revenues thereafter received by the City hereunder. shall be
transmitted to the Fiscal Agent and shall be applied by the Fiscal Agent in the
f o 11 ow1 ng order:
FIRST, to the payment of the costs a~d expenses of the Holders 1n providing
for the declaration of such event of default, 1nclud1ng reasonable compensat1on to
thef r accountants, c:ounse l and engineers, and to the payment of the costs and
43
expenses of the F1scaJ agent, if any, in carryfng out the provisions of this
article, 1ncluding reasonable Lompensation to 1ts accountants. counsel and
engineers;
SECOND, to the payment of the Operatfng Costs of the Enterprise; and
THIRD, upon presentation of the several Bonds and coupons, and the stamping
thereon of the amount of the payment if only partially paid, or upon the surrender
thereof 1f fu11y paid, to the payment of the whole amount then O\'.'ing and unpaid upon
the Bonds for intere~t and principal, with 1~terest on the overdue interest and
principal at tht rate of seven percent (7%) per annum, and in case such moneys shall
be insufficient to pay in full the whole amount so ow1ng and unpaid upon the Bonds,
then to the payment of such f nterest, prfncfpal and f nterest on overdue 1nterest
and princ1pa1 without preference or priority among such interest, principal and
interest on overdue interest and principal, ratably to the aggregate of such
interest, principal and 1nterest on overdue interest and pr1ncfpal.
1003. Other Remedies of Holders. Any Holder shall ha~e the r1ght. for the
equal benefit and protection of all Holders sia1larly situated:
(a) by mandamus or other suit or proceeding at law or 1n equity
to enforce h1s right against the City and any of the officers and
eMployees of the City and to cOatpel the City or any sur.h officers or
eaployees to perform and c~rry out their duties under the Bond law and
their agreements wt th Holders as provfded fn the Resolution;
(b) by suit 1 n equity, r~qu1 re the City to account as the trustee
of an express trust; or
(c) by suit 1n equity. to enjoin any acts or things which are
unlawful or violate the rights of the Holders.
1004. Non-wa1ver. Noth1ng in this Article or 1n •ny other prov1s1on of the
Resolution, or 1n the Bonds or in the coupons, shall affect or 1•pa1r the
obl1gat1on of the C1ty. which 1s absolute and uncond1t1ona1, to pay the inter-es~ on
end principal or Redet1ption Price, if any, on the Bonds ta the respectivt Holders
of the Bonds and coupons at th~ respective dates of matYrity or upon prfor
redeatpt1on, as herein prov1ded, out of the Net Revenues, or affect or 1•pa1r the
right of action, which h also absolute and unconditional. of such Holders t.o
fnstitute suit to enforce such payment by virtue of the contract e9bod1ed 1n the
Bonds and coupons and 1n the Resolution.
A v11ver of any default or breach of duty or contract by any Ho1der shall not
affect any subsequent default or breach of duty or contract. or tapa1r any rtghts
or rettedies on any such subsequent default or breach. No delay or oa1ss1on of any
Holder to exercise any r1ght or power accruing upon any default shall 1mpatr any
\uch right or power or shall be construed to be a ~a1ver of an1 such default or an
~cqufescence therein; and every power and re.edy conferred upon the Holders by the
Bond Law or by this Article 11ay be enforct.d and exercised frOfl tfme to t1me and as
often as shall be deemed expedient by such Holders.
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If any suit, action or proceeding to enforce any r1ght or exerc1se any
remedy is abandoned or determined adversely to any Holder, the City and such Holder
shall be restored to their former positions, rights and remedies as if 7uch suit,
action or proceeding had not been brought or taken.
1005. Actions by Fisc:il Agent as Attorney-in-Fact. Any suit, action or
proceeding which any Holder shall have the right to br1ng to enforce any right or
remedy hereunder may be brought by the Fi sea 1 Agent for the equal benef1 t and
protection of all Holders similarly situated and the Fiscal Agent is hereby
appointed (and the successive respective Holders of the Bonds and interest coupons
issued hereunder, by taking and holding the same, shall be =onclus1vely deemed so
to have appointed it) the true and lawful attorney-in-fact of the respective
Holders of the Bonds and interest coupons for the purpose of bringing any such
suit, action or proceeding and to do and perform any and all acts and things for and
on behalf of the respective Holders of the Bonds and coupons as a class or classes,
as may be necessary or advisable in the opinion of the Fiscal Agent as such
attorney-in-fact.
1006. Remedies Not Exclusive. No remedy herein conferred upon or reserved
to the Holders 1s intended to be exclusive of any other remedy, and every such
remedy shall be cumulative and shall be fn addition to every other remedy given
hereunder or now or hereafter existing, at law er in equity or b!' statute or
otherwise, and may be exercised without exhausting and without regard to any other
remedy conferred by the Bond Law or any ot~er law.
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ARTICLE XI
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND
PROOFS OF OWNERSHIP OF BONDS
l 101. Evidence of S1g iatures of Bondholders and Ownership of Bonds. Ar.y
request, direction, consent, revocat1on of consent, or other instrument in writing
required or p~rmitted by this Resolution to be signed or executed by Bondholders
may be 1n any number of concurrent 1nstruments of similar tenor, and may be s1gned
or ~xecuted by such Bondholders 1n person or by their attDrneys or agents appointed
by an 1nstrument in writing for that purpose or, 1n the case of coupon Bonds, by any
bank, trust company, or other depository of such Bonds. Proof of the execution of
any such instrument, or of any instrument appointing any such attorney or agent,
and of the holding and ownership of Bonds shall be sufficient for any purpose of
this Resolut1on (except as otherwise herein provided), if made 1n the following
manner:
(1) The fact and date of the execution by any Bondholder or his
attorney or agent of ar.y such instrument and of any instrument appointing any such
attorney or agent, may be proved by delivery of a certificate, whfch need not be
acknowledged or verified, of an officer of any bank, or trust company, or of any
notary public, or other officer authorized to take acknowledgments. Where any such
instrument 1s executed by an off1cer of a corporat1on or association or a member of
a partnersh1p er. behalf of such corporation, association or partnership, such
certificate shall also constitute sufficient proof of his authcrity.
(2) The fact of the holding of coupon Bonds by any Bondhoider and the
amount and the numbers of such Bonds and the date of his holding the same (unless
such Bonds be registered) may be proved by a certificate executed by an officer of
any bank, or trust company, if such certificate shall be deemed by the Fiscal Agent
to be satisfactory, showing that at the date therein mentioned such person had on
deposit with or exhibited to such bank, or trust company, the Bonds described 1n
such certificate. The Fiscal Agent may conclusively assume that such ownership
continues until written notice to the contrary is served upon the F1sca1 Agent.
The ownership of register~d Bonds shall be proved by the registr. beaks held by the
Fiscal Agent under the provisions of this Resolution.
Nothing contained in this Article shall be construed as limiting the Fiscal
Agent to such proof, it being intended that the Fiscal Agent may accept any other
evidence of the matters herein stated which may seem suffic1eot. Any request or
consent of the Holder of any Bond shall bind every future !'.older of the same Bond fn
respect of anything d~ne or suffered to be done by the C1ty, the Fiscal Agent or any
Paying Agent 1n pursuance cf such request or consent.
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1201. Defeasance.
ARTICLE XII
DEFEASANCE
(A) If the City shall pay or cause to be paid, or there shall be otherwise
paid, to the Holders of the Bonds and coupons then Outstanding, the princ1pal and
interest and Redemption Price, if any, to become due thereon, at the times and in
the manner stipulated therein and in this Resolution, then and in that event the
covenants, agreements and other obligations of the City to the Bondholders shall be
discharged and satisfied. In such event. the Fiscal Agent sha11, upon request of
the City, execute and deliver to the City all such instruments as may be desirable
to evidence such release and discharge and the Fiscal Agent and the Paying Agents
shall pay over or deliver to the City all moneys or securities held by them pursuant
to this Resolution which are not required for the payment or redemption of Bonds or
coupons not theretofore surrendered for Sli.:h payment or redempt1on.
(B) Bond:; or coupons or interest installments for the payment or redemption
of which moneys shall then be held by the Fiscal Agent or the Paying Agents (through
deposit by the City of funds for such payment or redemption or otherwise), whether
at or pr1or to the maturity or the redemption date of such Bonds, shall be deemed to
have been paid within the meaning and with the ~ffect expressed in subsection (A)
of this S.act1M 1201. All Outstanding Bonds of any Ser1es and all coupons
appertaining to such Bonds shall, prior to the maturity or redempt1on date thereof,
be dsemed to have been paid within the meaning and with the effect expressed in
subsection (A} of thfs Section 1201 1f (i) in case any of safd Bonds are to be
redeemed on any date pr1 or to the1 r maturity, the City sha 11 have given to the
F1scal Agent, in form satisfactory to it, irrevocable 1nstruct1ons to publish as
provided 1n Article IV of this Resolution notice of redemption on safd date of such
Bonds, (fi) there shall have been deposited with the F1scal Agent e1ther moneys in
an amount which shall be sufficient, or Federal Securities the principal of and
interest on wh\ch when due will provide moneys which, together with moneys, if any,
deposited with the Fiscal Agent at the same time, shall be sufficient to pay when
due the pri nc1pa1 or Redemption Pr1 ce, if app 11 cable, and interest due and to
become due Oh safd Bonds on and prior to the redemption date or maturity date
thereof, as the case may be, and (iii) in the event that said Bonds are not by the1r
terms subject to redemption within the next succeeding 60 days, the City shall have
given the Fiscal Agent in form satisfactory to it irrevocable instructions to
publish, as soon as practicable. at least twice, at an interval of not less than
seven days between publications, 1n Authorized Newspapers a notice to the Holders
of such Bonds and coupons that the deposit required ~J =1~·~=~ (11) above has been
made w1th the Fiscal Agent and that said Bonds and coupol'!-: !;-~ ~:".:1.1ed to have been
paid fn accordance w1th subsection {A) of thf s Sect"on 1201 and stating such
maturity or redemption date upon which moneys are to bi~ available for the payment
of the pr1 ncf pa 1 or Redempt fori Price, ff app 11 cab l '.1, on sa 1 d Bonds. Ne1 ther
Federal Securities nor moneys deposited with •.he riscal Agent pursuant to thfs
Section nor principal or interest payments on any such Federal Securities shall be
withdrawn or usoed for any purpose other t~an, arrd shal 1 be held f n trust for, the
payment of the principal or Redemption Price, if applicable, and 1nt2rest on said
Bonds; provided that any cash received from ~~ch principal or interest payments on
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such Federal Securities deposited with the Fiscal Agent, if not then needed for
such purpose, shall, to the extent practicable, te reinvested in Federal Securities
maturing at times and 1n principal amounts sufficient to pay when due the principal
or Redemption Price, if applicable, and interest to become due on said Bonds on and
prior to such redemption date or maturity date thereof, as the c~se may be, and
interest earned from such reinvestments shall be paid over to the City as received
by the Fiscal Agent. free and clear of any trust, lien or pledge.
(C) Anything in this Resolution to the contrary notwithstanding, any moneys
held by the Fiscal Agent or Paying Agents in trust for the payment and discharge of
any of the Bonds or coupons which remain unclaimed for four years after the date
when such Bonds have becorr~ due and payable, either at their stated maturity dates
or by call for earlier redemption, 1f such moneys were held by the Fiscal Agent or
Paying Agents at such date, or for four years after the date of deposit of such
moneys if deposited with the Fiscal Agent or Paying Agents after the sa1d date when
such Bonds became due and payable, sha11, at the Written Requ~st of the City, be
repaid by the Fiscal Agent or Paying Agents to the City, as its absolute property
and free from trust, and the Fiscal Agent or Paying Agents shall thereupon be
released and discharged with r€spect thereto and the Bondholders shall look only to
the City for the payment lf such Bonds and coupons; provided, however, that before
being required to make any such payment to the C1ty, the Fiscal Agent or Paying
Agents shall, at the expense of the City, cause to be published at least twicet at
an interval of not less than seven days between publ"\cat1ons. in Author1zed
Newspapers, a notice that said moneys remain uncla1med and that, after a date named
in safd notice, which date shall be ~ot less than thirty (30) days after the date of
the first publication of such noticet the balance of such moneys then unclaimed
will be returned to th~ C1ty.
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ARTICLE XIII
MISCELLANEOUS
1301. Preservation and Inspection of Documents. All documents received by
the Fiscal Agent or any Paying Agent under the provisions of this Resolut1or. or any
Series Resolution shall be retained ir. its possession and shall be subject at a11
reasonable times to the inspection of the Cfty, the Fiscal Agent or any Paying
Agent, and, upon written request of not less than five percent (5%) in principal
amount of the Holders of the Outstanding Bonds, Bo~dholders and their agents and
representatives, any of whom may make copies thereof.
1302. Parties of Interest. Nothing 1n this Resolution or in any Serfes
Resolution adopted pursuant to the provisions hereof, expressed or impl1ed, is
intended to or shall be construed to confer upon or to give to any person or party
other than the City, Fiscal Agent, Paying Agents and the Hoiders of the Bonds and
coupons appertaining thereto any rights, remed~es or claims under or by reason of
this Resolutio~ or any Supplemental or Series Resolution or any covenants,
cond1tion or stipulation thereof; and all covenants, stipulations, promises and
agreements in this Resolution and any Series Resolution contained by or on behalf
of the City shall be for the sole and exciusive be~efit of the City, Fiscal Agent
and Paying Agents and the Holders from time to time of the Bonds and the coupons
appertaining thereto.
1303. No Recourse Under Resolution or on Bonds. All covenants,
stipulations, promises, agreements and obligations of the City contained in this
Resolution shall be deem~d to be the covenants, stipulations, promises, agreements
and obligations of the City and not of any member, officer or employee of the City
in his individual capacity, and no recourse shall be had for the payment of the
principal or Redemption Price of or interest on the Bonds or for any claim based
thereon or on this Resolution against any member, officer or employee of the City
or any person executing the Bonds.
1304. Severabi11t_y. If any one or more of the covenants, stipulations,
promisPs, agreements or obligations provided in this Resolution on the part of the
City, ~1scal Agent or any Paying Agent to be performed should be determined by a
CO;Jrt. of competent juri sd1 ct ion to be contrary to law, then such covenant or
covenants, stipulation or stipulations, promise or promises, agreement or
agreements, ob11gat1on or obligations shall be deemed and construed to be severable
from the remaining covenants, stipulations, promises, agreements and obltgat1ons
herein contained and shall in no way affect the valid-:ty of the other provision of
thf s Re solution.
1305. Funds and Accounts. Any Fund or Account required by the Resolution
to be estab11shed and maintained by the City or the Fiscal Agent ma~ be established
and mai r.ta fned 1 n the accounting records of the City or the F1sea1 Agent e'lther as a
Fund or an Account, and may, for the purpose of such records, any audits thereof and
any reports or statements w1th respect thereto, be treated e1ther as a Fund or as an
Account; but a 11 such records w1 th respect to a 11 sud. Funds and Accounts sha 11 at
al I times be maintained n accordance with Generally Accepted Accounting Principles
and with due regard for the protecti~n of the security of the Bonds and the rights
of every Holder thereof.
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•
1306. Headings. Any headings preceding the texts of the several Art1cles
and Sections hereof, and any table of contents or margin~l notes appended to copies
hereof, shall be solely for convenience of reference and shall not const1tute a
part of this Resolution, nor shall they affect its meaning, construction or effect.
1307. Conflict. All resolutions or parts of resolutions or other
proceedings of the City 1n conflfct herewith shall be and the same are repealed
insofar as such conflict exists.
1308. Payments Due on Holidays. If the date for making any payment or the
1 ast date for performance of any act or the exerc1 sing of any right, as provided in
this Resolution be a Saturday, Sunday, legal holiday or a day on which banking
institutions in the city in which the principal office of the Fiscal Agent or any
paying agent for the Bonds, as the case may be, 1 s 1 ocated are author1 zed or
:--equired by law or executive order to close, such payment may be made or act
performed or right exercised on the next succeed1ng day which 1s not a Saturday,
Sunday, or legal holiday or day on which such banking institutions are authorized
or required by law to close with the same force and effect as if done on the nominal
date provided fn this Resolutfon, and if done on such succeeding day no interest
shall accrue, solely in respect of of the operaion of th1s Section 1308, for the
period after such nominal date.
1309. Effective Date. This Resolution shall take effect immediately upon
its adoption.
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* * * * * * * * * *
The foregoing Resolution was duly and regularly adopted at a regular meeting
of the Council of the City of Palo Alto held on the 25 day of
-------~A"'"'p._r'--1"-· 1-'--, 1983, by the followiil~ vote: --
AYES: Bechtel, Cobb, Fazzino, Fletcher, Klein, Levy, Witherspoon
NOES: None
ABSTENTIONS: None
ABSENT: Eyerly, Renzel
ATTEST: / L.et Cf~
APPROVED:
Mayor~
APPROVED A5 TO FORM:
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