HomeMy WebLinkAboutRESO 6112. . •
~ITV OF PALO ALTO
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ORIGINAL
SANTA Cl.ARA COUNTY, STATE OF CALIFORNIA
RESOLUTION NO. 6112
A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF A
PRINCIPAL AMOUNT OF$ 4,765,000
CITY OF PALO ALTO UTILITY REVENUE ANO REFUNDING BONDS
1983 SERIES A
Adopted Apri 1 25, 1983
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CITY OF PALO ALTO
SANTA CLARA COUNTY
CALIFORNIA
RESOLUTION NO. --
A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF A
PRINCIPAL AMOUNT OF $4,765,000
CITY OF PALO ALTO UTILITY REVENUE AND REFUNDING BONDS
1983 SERIES A
TABLE OF CONTENTS
ARTICLE I
AUTHORITY, PURPOSE ANO DEFINITIONS
Authorization and Purpose ............................. .
1983 Serf es A Resolut1on .............................. .
Defin1t1 ons ........................................... .
ARTICLE II
AUTHORIZATION OF 1983 SERIES A BONDS
Principal Amount, Designation and Series •..............
Date and Maturft1es .......... , ........................ .
Interest ..........•.............•......................
Oenom1natfons, Numbers and Letters ......•..............
Fiscal Paying Agent and Registrar ..................... .
Redemption of 1983 Series A Bonds and Terms ........... .
Sale of 1983 Series A Bonds ..................•.........
Off1cia1 Notice and Statement ......................... .
Call for Bids ......................................... .
Official Statement .................................... .
Not 1 ce ............................ ~ ............ .,. .......... .
Mai 1 .•.••.••.•..••.....••..•••.•••••••.•••••••••.•••.•.
Legal Op1 nion .••.........•..•.........••.......•.....•.
De 11 very of Bond ...................................... .
Tran scr ~pt ................................................. ..
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301.
302.
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204.
305.
306.
401.
501.
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ARTICLE III
ESTABLISHMENT OF ACCOUNTS AND APPLICATIONS OF
1983 SERIES A BONO PROCEEDS
Bond Reserve Account ••••..•..••..•.••....•....•......•.
Escrow Fund .................... , ...................... .
Establfshment of 1983 Series A Project Account ........ .
Application of Other Proceeds ......................... .
App11cat1on of 1983 Series A Project Account .......... .
Investment of Moneys in Bond Reserve Acr.ount .......... .
ARTICLE IV
1983 SERIES A BOND COVENANTS
Non-Arb1 trage Covenant ................................ .
ARTICLE V
FORMS ANO EXECUTION OF 1983 SERIES A BONDS AND COUPONS
Forms of Bonds and Coupons of 1983 Series A Bonds ...... .
( 11)
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RESOLUTION NO. -"-''----
A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF A
PRINCIPAL AMOUNT OF $4, 765 ,000
CITY OF PALO ALTO UTILITY REVENUE ANO REFUNDING BONDS
1983 SERI ES A
RESOLVED, by the Counc11 of the City of Palo Alto, California that
WHEREAS, the Council of the City of Palo Alto, by Resolution No. , 11A
Resolution Authorizing the Issuance of City cf Palo Alto Utility Revenue Bonds 11 has
authorized an issue of Bonds for the purposes therein set forth;
WHEREAS, said resolution authorizes the issuance of said Bo~ds in one or
more Series pursuant to Series Resolutions authorizing each such Series;
WHEREAS, the City has heretofore authorized, issued and sold $1,150,000 of
Electric and Gas Revenue Bonds of 1979 Series A, of whith $1,075,000 are currently
outstanding, and the Council has determined that it is in the ~nterest of the City
that said bonds be refunded in t~e manner provided by law; and
YIHER~!i. the Council has further detenn1ned that it 1 s necessary and
required that the City issue at this time a Series of Bonds to be designated "City
of Pa 1 o A 1 to Ut i 11 ty ReV"enue Bonds, 1983 Seri es A11 for the purposes herein set
forth;
NOW, THEREFORE, IT IS ORDERED, as follows:
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ARTICLE I
AUTHORITY, PURPOSE AND DEFINITIONS
101. Authorfzatfon and Purpose.
(A} The Council has reviewed all proceedings heretofore taken relative to
the author1zatfon of the 1983 Series A Bonds and has found, as a result of such
review, and hereby determines and declares that all conditions, things and acts
required by law to ex1st, happen or be performed precedent to and 1n the issuance of
the 1983 Series A Bonds do exist, have happened and have been performed 1n due time,
form and manner as required by law 1 and the Council is now author1zed, pursuant to
each and every requirement of law, to issue the 1983 Series A Bonds in the manner
and farm ~rovided in the General Resolut1on and in this 1983 Series A Resolution.
(B) The purposes for ~hich the 1983 Series A Bonds are to be issued are to
provide funds (together with other a'laflable funds) to pay the costs of the
acqufsitio~ and construction of the 1983 Ser1es A Project, including payment of
costs incidental to or connected with such acqu1s1tion and construction, to refund
the Outstanding 1979 Bonds, and to pay the Costs of Issuance _, the 1983 Series A
Bonds.
102. 1983 Series A Resolution. This 1983 Series A Reso1ution is adopted in
accordance with provisions of Article II, Section 202, and Article VIII of the
General Resolution and pursuant to the authority contained fn the Bond Law.
103. Definitions.
(A) All terms which are defined in Article I of the General Resolution
shall have the same meanings, respectively, in this 1983 Series A Resolution as
such terms are given 1n said Art1cie I of the General Resolution.
(B) In this 1983 Series A Kesolution,
(1) Escrow Agreement means that certain Escrow Deposit and Trust
Agreemeht, dated as of the date of delivery of the Bonds, by and between the City
and Bank of America National Trust and Savings Association as Escrow Holder.
(2) Escrow Holder means Bank of Amer1ca National Trust and Savings
Association, fdent1f1ed as the Escrow Holder in the Escrow Agreement.
(3) General Reso1ut1on means Resolution No. , '!A Resolution
Author1zfng the Issuance of City of Palo Alto Utility Revenue Bonds", adopted by
the Council on , 1983.
(4) 1983 Series. A Bonds meo.ns the Bonds authorized by Article II
hereof.
(5) 1983 Series A Resolution means this resolution.
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(6) 1983 Series A Project means the acqu1sft1on and construction of a
waste solids dewater1ng fac11fty and the design of a steam and electric co-
generation facility and the construction of all work and the acquisition of all
property and rf ghts auxf 1 i ary to the above and necessary to carry out such
acquf sit1on and cor.struction.
(7) 1979 Bonds means the Outstanding principal amount of the City's
Electric and Gas Revenue Bonds, 1979 Series A, authorized to be issued pursuant to
Resolution No. 5634 and Resolution No. 5635, each adopted January 29, 1979.
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ARTICtE II
AUTHORIZATION OF 1983 SERIES A BONDS
201. Principal Amount. Designation and Series. Pursuant to the provisions
of the General Resolution, a Series of Bonds 1s hereby author;zed in the aggregate
prfnc1pal amount of $4,765,000. Such Bonds shall be designated as "City of Palo
Alto Utility Revenue Bonds, 1983 Series A". •
202. Date a"d Maturities. The Issue Date of the 1983 Series A Bonds shall
be June 1, 1983. The 1983 Series A Bonds shall be Serial Bonds and shall mature on
the dates a~d in the principal a110unts §et forth in the following schedule:
.1aturi ty Maturity
Date Principal Date Principal
July 1 Amount ~uJLl Amount
1984 $170,000 1992 $320,000
1985 210,000 1993 345,000
1986 220,000 1994 370,000
1987 235,000 1995 400,000
1988 245,000 1996 435,000
1989 265,000 1997 465,000
1990 280,000 1998 505,UOO
1991 300,000
203. Interest. The 1983 Series A Bonds sh411 bear 1nterest at such rate or
rates. not exceeding twelve percent (1~) per annua. as may be fixed by the Councf 1
at the t111e of sale of the 1983 Series A Bonds. The interest coupons attached to
the coupon 1983 Ser1es A Bonds shall be nUfllbf!red in consecutive numerical order.
and each such coupon shall represent six iaonths 1 interes~ on the 1983 Series A Bond
to which 1t is attached. The Interest Payeent Oates of tha 1983 Series A Bonds
shall be January and July l of e~ch year, coanencfng January l, 1984. Registered
1983 Series A Bonds shall bear interest fl"'OM their date, payable on January 1 and
July l of each year.
204. Denoa1nat1ons, Numbers and Letters. The 1983 Series A Bonds shall be
1ssued 1n the denot1t1nat1on of $S,OOO each 1n the case of coupon Bonds, and 1n the
denoainat1on of $5,000, or an integral •ult1ple thereof not exceeding the aggregate
principal amount of 1983 Ser1es A Bonds aatur1ng in the ye•r of •atur1ty of the
registered Bond for wh1ch the denOM1n&t1on 1s to be spec1f1ed, 1n the case of
reghtered Bonds. 1'he 1983 Series A Bonds shall be lettered as follows: coupon
Bonds shall be lettered A and fully regtstered Bonds shall be lettered AR. The
coupon 1983 Ser1es A Bonds shill be nUllbered from one (1) consecutively cpwards in
ord~r of M&tur1ty and the fully registered 1983 Serles A Bonds shall be nUtlbered
frOllll one (1) consacut1vely upw•rds 1n order of issuance.
At the written direction of an Authorized Offfcer of the City "CUSIP"
1dent1f1cat1on numbe~s shill be 111prfnted on the 1983 Series A Bonds, but such
nUllbers shall not constitute a p1rt of the contract evfdenced by the 1983 Series A
Bonds and any error or oaission with respect thereto shAll not constitute cause for
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refusal of any purchaser to accept delivery of and pay for the 1983 Series A Bonds.
In addition, failure on the part of the City to use such CUSIP numbers in any not1ce
to Holders of the 1983 Series A Bonds shall not constitute an event of default or
any violation of the City1 s contract with such Holders.
205. Fiscal Paying Agent and Registrar. Bank of America National Trust
and Savings Association, is hereby appointed as Paying Agent and Registrar. The
principal and Redemption Price of, and interest on, the 1983 Series A Bonds shall
be payable at the Principal Office of Bank of America ~ational Trust and Savings
Association, the Fiscal and Paying Agent, in the r.1ty and County of San Francisco,
State of California.
206. Redemption of 1983 Series A Bonds and Terms. Except as provided in
Sectior. 101 of the General Resolution with respect to prf or redemption from the Net
Proceeds of insurance and eminent domain proceedings, 1983 Series A Bonds maturing
by the1r terms on or before July 1, 1993 are not subject to redemption prior to
their respective maturity dates. 1983 Series A Bonds maturing by their terms on or
after July 1, 1994 are ~ubject to redemption prior to their respective maturity
dates, at the option of the City, as a whole, or in part in inverse order of
maturities and by lot within any one matur·ity if less than all of the 1983 Series A
Bonds of such maturity be redeemed, from any source of available funds, on any
Interest Payment Date on or after July 1, 1993, at a Redemption Price as follows:
Date
July 1, 1993 and January 1, 1994
July 1, 1994 and January 1, 1995
July 1, 1995 and January 1, 1996
July 1, 1996 and January 1, 1997
July 1, 1997 and January 1, 1998
July 1, 1998 and thereafter
Redemption Price
102.5%
102
101.5
101
100.5
100
207. Sale of 1983 Ser1es A Bonds. The 1983 Series A Bends shall be sold at
public s.a1e after advertisement for b1ds in such manner as may be hereafter
prescribed. If satisfactory b1ds are received, the 1983 Series A Bonds shall be
awarded to the highest responsible bidder. If no b1ds are receiveJ, or if the
Council determ1nes that the bids received are not satisfactory as to price or
responsibility of the bidders, the Council may reject all bids recefved, ff any,
and either readvert1se or sell the 1983 Series A Bonds at private sale.
208. Officf al Notfce and Statement. The Off1cial Notice of Sale and
Official Statement prepared on behalf of the City are approved for distr1but1on in
the offering and sale of the 1983 Series A Bonds.
209. Call for Bids. The Clerk 1s authorized and directed to execute the
Off1c1al Statement, to execute th! Official Notice of Sale on behalf of the Cfty
and to cal 1 for bids for the sale of safd bonds, such bids to be receLad at the
offices of Jones Hall Hill & W~ite, A Professional law Corporation, Four
Embarcadero Center, Suite 1950, San Francisco, Ca 11forn1a on or before 11: 00
o'clock a.m. on Monday, May 16, 1983, as provided fn satd Official Notice of Sale,
at which time and place the bids w1i1 be publ 1cly opened, examined ared declared,
and referred to the Counc11 at its meeting on sa1d date.
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210. Official Statement. The Clerk 1s also authorized to approve further
co·,·rect1ons in and additions to the Official Statement, by supplement thereto or
amendment thereof, or otherwise as appropriate, provided that any such corrections
or addftions shall be necessary to cause the information contained therein to
conform with facts material to said bonds or to the proceedings of this Council or
that such corrections or additions are in form rather than substance.
211. Notice. The Clerk is authorized and directed
(a) to cause a Notice of Sale to be published once at least ten (10)
days before the date of such public sale in a newspaper of general circulation
circulated within the City,
(b) to cause a notice of intention to sell the 1983 Series A Bonds to
be published once, at least fifteen days prior to the date for receipt of bond bids,
in the Daily Bond Buyer, a financial publication generally circulated throughout
the State of California,
(c) to give written notice of the proposed sale, by mail, postage
prepaid, to the California Debt Advisory Commission no later than 10 days prior to
the sale, such notice to be given pursuant to Section 8855(9) of the Government
Code and to contain the information required by Section 8855(h).
212. Mail. E.F. Hutton and Company Inc., Financial Consultants, on beh~lf
of the City and its Clerk, are authorized and directed to cause the Official Notice
of Saie and Official Statement to be mailed at least five days before the af ,resa·:d
d~te for receipt of bond bids, to such municipal bond broker-dealers, to such
banking 1nstftutions and to such other persons as may be interested fn purchas1ng
the 1983 Series A Bonds therein offered for sale.
213. Legal Opinion. The City will furnish the legal opinion of the law
ffrm of Jones Hall H111 & Whfte, A Professional law Corporation, San Franc1sco,
California, unqualifiedly approv1ng the 1ega1'fty of the proceed~ngs and the
1ssuan~e of said bonds.
214. Oel1very of Bonds. The 1983 Ser1es A Bonds shall be delivered to the
purchaser thereof. The City shall deliver the 1983 Series A Bonds upon receipt of
the purchase price and shall pay the proceeds to the Treasurer for deposit and
application as herein provided.
215. Transcript. The Clerk is hereby authorized to prepare and furnish to
the purchasers of the 1983 Series A Bonds issued hereunder and attorneys examining
the same a complete set of certified copies of all ordinances, resolutions and
documents of the City relating to the Enterprise and to the issuance of 1983 Series
A Bonds and of all other proceeds and records of the Council showing the r1ght,
power and authority to issue the 1983 Series A Bonds and to provide the security
therefor, and such certified copies and certificates shall be deert.ed
representations of the City as to all facts stated there1n.
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ARTICLE III
ESTABLISHMENT OF FUNDS AND ACCOUNTS ANO APPLICATION OF
1983 SERIES A BOND PROCEEDS
301. Bond Reserve Account. Upon receipt of the proceeds of the sale of the
1983 Series A. Bonds, there shall be deposited from such proceeds in the Bond
Reserve Account an amount equal to the Bond Reserve Requirement.
302. Escrow Fund. There is hereby created a special trust fund to be
designated the 11City of Palo A1to Electric and Gas Revenue Bonds, 1979 Series A,
Refur.d'fng Escrow Fund11 , herein called 11Escrow Fund 11 which shall be held and
maintained by the Escrow Holder in trust for the benefit and protection of the
holders and owners of the 1979 Bonds. Concurrently with the delivery of the 1983
Series A Bonds to the purchasers thereof, the Fiscal Agent shall pay to the Escrow
Holder for deposit 1n the Escrow Fund that portion of the proceeds of sale thereof
to be set forth in a Certificate of the C~ty. The Escrow Hoder shall invest and
apply the monPy~ in the Escrow Fund in the manner provided 1n the Escrow Agreement.
The Federal Securities in which such moneys are invested and the interest thereon
shall be used to satisfy the requirement of payment and discharge of the 1979 Bonds
in lawful money of the United States of America, all as further provided in the
Escrow Agre~ment. Any moneys remaining in the Escrow Fund after payment of the
principal or redemption price and interest on the 1979 Bonds 1n full and after
payment of the fees and expenses of the Escrow Holder shall be paid by the Escrow
Holder to the Treasurer for deposit in the Revenue Fund.
303. Establishment of 1983 Series A Project Account. There is hereby
established an Account to be designated as the 11 1983 Serf es A Project Account".
304. Application of Other Proceeds. From the amount of proceeds of the
1983 Series A Bonds remaining after the deposits made pursuant to Sections 301 and
302 hereof, there shall be paid to the Fiscal Agent for deposit as follows:
(1) Into the Bond Account the amount of interest accrued from June 1,
1983, to the date of delivery cf the 1983 Series A Bonds.
(2) Into the l983 Serf es A Project Account the balance of such
proceeds.
305. Application of 1983 Series A Project Account. The money 1n the 1983
Series A Project Account shall be used 1n the manner provided by iaw for the purpose
of pay1ng costs of the acquisition and construction of the 1983 Series A Project
(or for making reimbursements to the City for such costs theretofore paid by it),
including all costs incidental to or connected with such acquisition and
construction, together with engineering, appraisal, inspection, legal and Fiscal
Agent's fees, and Costs of Issuance of the 1983 Series A Bonds. Any balance
remaining in the 1983 Series A Project Account after the completion of such
acqu1sit1on and construction shall be deposited in the Revenue Fund.
306. Investment of Moneys in Bond Reser"Ye Account. Moneys 1n the Bond
Reserve Account may be invested only 1r. (1) Federal Secur1t1es; (ii) bonds,
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debentures, particfpat1on cert1ficates, notes or other evidences of indebtedness
issued or fully guaranteed by any of the following: Federal Financing Ba.nk.,
Farmers Home Administration, Banks for Cooperatfves, Federal Intermediate Credit
Bank., Federal Home Loan Bank System, Export-Import Bank of the United States,
Federal Land Banks, FNMA, FHLMC or the Government National Mortgage Association, or
any other agency or instrumentality of the United States of America established for
the purpose of acquiring the obligations of any of the foregoing or otherwise
providing financing thereof; or (iii) certificates of deposit of or time deposits
with a b~nk whose most recently issued debt obligations were rated AA or better by
Standard & Poor's Corporation, including the Fiscal Agent.
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ARTICLE IV
1983 SERIES A BONG COVENANTS
401. Non-Arbitrage Covenant. The City hereby covenants that 1t will make
no use of the proceeds of the 1983 Series A Bonds at any time during the term
thereof which, if such use had been reasonably expected on the Issue Oate of the
1983 Serie$ A Bonds, would have caused the 1983 Series A Bonds to be arbitrage bonds
within the meanirig of Section 103(c) of the Internal Revenue Code of 1954, as
amended, ar.d any applicable regulations promulgated thereunder.
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ARTICLE V
FORMS AND EXECUTION OF 1983 SERIES A BONDS AND COUPONS
501. Forms_ of Bonds and Coupons of 1983 Seri es A. Bonds. Subject to the
provisions of the ~eneral Resolution, 1983 Serie~ A Bonds in coupon form and the
coupons to be attached thereto, and !983 Series A Bonds in registered form, shall
be of substantially the fo 11 owing forms and tenor with such additions thereto
including but not limit~d to redemption schedules and prices, interest rates and
place or places of payment, all as otherwise provided for in this 1983 Series A
Reso1ution.
(Form of Coupon Bond of 1983 Seri es A)
$5,000 No. A
CITY OF PALO ALTO
UTILITY REVENUE AND REFUNDING BOND, 1983 SERIES A
The City of Palo Alto, a municipal corporation duly organized and existing
under its charter and the laws of the State of California (herein called the
11 C1ty11 ), for value received, hereby promises to pay to the bearer hereof, on July
1, ~-•(subject to any right of prior redemption hereinafter provided for), the
principal sum of Ffve Thousand Dollars ($5,000) fn lawful money of the Un1ted
States of America, and to pay interest thereon in li~e lawful money from the date
h~reof until payment of such principal sum in full, at the rate of percent
{___%) per annum, payable semfannually Oft January l and July 1 of each year,
comme~~ing January 1, 1984, but only, in the case of interest due on or before
maturity, upon presentation and surrender, and according to the tenor, of the
respective interest coupons hereto annexed as they severa 11y mature. Both the
principal hereof and interest hereon are payable at the principal office of the
Bank. of America National Trust and Savings Association, the Fiscal Agent and
Registrar of the City, in San Francisco, California, or at the option of the
holder, at the principal office of any duly appointed paying agent.
This Bond is one of a duly authorized issue of bonds of the City desfgnated
as 1ts 11 Uti11ty Revenue Bonds" (the "Bonds11 ) iS$Ued and to be issued in various
series under ~nd pursuant to the charter of the City and Ordinance No. 3083,
adopted by t~~ Council of the City on October 2, 1978, (the 11Bond Law11 ). and under
and pursuart to Resolution No. __ adopted by the Council of the City on
, ! 983, (the 11Genera 1 Re so 1ut1 on"), and a ser1 es re solution ---.---~----, authorizing each such series.
Th1s Bond is one of a series of Bonds of var1ous maturities designated as
11 Uti11ty Revenue and Refundfng Bonds, 1983 se ... 1es A11 (the H1983 Series A Bondslt),
issued in the aggregate principal amount of $4,765,000, all of like tenor and date
(except for such var1ations, 1f any, as may be required to designate varying
numbers, maturities, fnterest rates or redemption prov1s1ons), and issued under the
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General Resolution ~nd a series resolution of the City, Resolution No. 1 adopted by the Council of the City on , 1983 (the 11 1983 SerfeSA
Resolution'1 ), which resolutions are herein co11ect1vely cal led the 11Resolutions11 •
Copies of the Resolutions are on file at the office of the City Clerk and at the
above-mentioned office of the Fiscal Agent, and reference to the Resolutions and
any and all supplements thereto and modifications and amendments thereof and to the
Bond La~ is made for a description of the terms on which the 1983 Series A Bonds
are issued, the prov1 sions with regard to t:ie nature and extent of the Net
Revenues, as that term is defined 1n the General Resolution, and the rights of the
holders and registered owners of the 1983 Series A Bonds and of the bearers of the
appurtenant coupons. All the terms of the Resolutions and the Bond Law are hereby
incorporated herein and constitute a contract between the City and the holder or
registered owner from time to time of this 1983 Series A Bond, and to all the
provisions thereof the holder or registered owner of this 1983 Series A Bond, by
his acceptance hereof. consents and agrees. Each taker and subsequent holder
hereof and of said coupons, whether said coupons are attached hereto or detached
herefrom, shall have recourse to all of the pt·ovisions of the Bond Law and the
Resolutions and shall be bound by all of the terms and conditions thereof.
The 1983 Series A Bonds are issued to provide funds for the acquisition and
construction of additions, betterments, extensions or improvements to an
Enterprise consisting of the water, sewer, gas and electric systems of the City,
and to refund certain outstanding bonds of the City, as more particularly described
in the Resolutions. The 1983 Series A Bonds are special obligations of the City and
are payable, as t~ interest thereon, principal thereof and any premiums upon the
redemption of any thereof, from the net revenues of said Enterpr1se (which net
revenues! as more particularly defined fn the General Resolution, are therein and
herein ca l1 ed the 11 Net Revenues11 ). A 11 of the Bonds are equally secured by a pl edge
of, and charge and lien upon. a 11 of the Net Revenues, and the Net Revenues
constitute a trust fund for the security and payment of the 'interest on and
principal of and redemption premiums, if any, on al 1 of the Bonds. Additional
series of Bon~s payable from the Net Revenues may be issued on a parity w1th the
1983 Series A Bonds of this authorized issue, but only subject to the conditions
and limitations contained in the General Resolution.
The interest on and principal of and redemption premiums, if any, on the
Bonds are payable solely from the Net ~evenues pledged for the payment thereof, and
the C 1 ty 1 s not ob 1 f gated to pay the Bonds except from the Net Revenues. The
general fund of the City is not liable, and the full faith and credit or taxing
power of the City is not pledged, for the payment of the interest on or p~incipal of
or redemption premiums, if any, on the Bonds. The Bonds are not secured by a lega.1
or equitable pledge of, or charge, lien or encumbrance upon. any of the property of
the City or any of its income or receipts, except the Net Revenues.
The City covenants that, so long as any of the Bonds are outstanding, 1t
will f1x, prescribe and collect rates, fees and charges in connection with the
services, facilities, water, gas and electric energy furnished by said Enterprise
so as to yield Net Revenues at least equal to the amounts thereof prescribed by the
General Resolution and sufficient to pay the interest on and princ1pa1 of and
redemption premiu~s. if any, on the Bonds in accordance with the provisions of the
General Resolution.
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The Bonds are subject to redemption on any interest payment date without
premium under the circumstances prescr1bed and as provided in the General
Resolution, at the option of the City, as a whole or in part, through the
applicatfon of net proceeds of insurance and eminent domain proceedings. 1983
Series A Bonds maturing by their term5 on or before July i, 1993 are not otherwise
subject to redemption prior to the·ir respective maturity dates. 1983 Series A
Bonds maturing by their terms on or after July 1, 1994 are al so subject to
redemption prior to their respective maturity dates, at the option of the City, as
a whole, or in part ir. inverse order of maturities and by lot within any one
maturity if less than all of the 1983 Series A Bonds of such maturity be redeemed,
from any source of available funds, on any interest payment date on or after July 1,
1993, at a redemption price equal to the following percentages of the principal
amounts thereof, plus accrued intP.rest thereon to the date fixed for redemption:
Date RedemEtion Price
July 1. 1993 and January 1, 1994 102.5%
July 1, 1994 and January 1, 1995 102
July 1, 1995 and January 1, 1996 101. 5
July l 1 1996 and January 1, 1997 101
July 1, 1997 and January 1, 1998 100.5
July l 1 1998 and thereafter 100
As provided in the Resolutions, rtot1ce of redemption shall be g1ven by
publication (unless no Bonds are outstanding except registered Bonds) at least once
a week for two successive weeks fn a fi nanci a 1 paper or newspapc':' of genera 1
circulation in Sari Francisco, California, and in a financial paper or newspaper
circulated in New York, New York, and printed in the English langua~e~ th~ first
such publicat1c~ to be not less than thirty nor more than sixty days before the
redemption date. Notice of redemption shall also be mailed not less than thirty
nor more than sixty days prior to the redemption date to the respective registered
owners of any registered Bonds designated for redemption at their addresses
appearing on the bond registration books, but ne1ther failure to mail such notice
nor any defect fn the notice so ma1led shall affect the sufficiency of the
proceed1ngs for rede~ptfon.
If this 1983 Series A Bond is called for redemption and payment is duly
provided therefor as specified in the Resolutions, interest shall cease to accrue
hereon from and after the date fixed for redemption, and coupons for such interest
subsequently maturing shall be void.
If an event of default, as defined in the General Resolution, shall occur,
the principal of all Bonds may be declared due and payable upon the conditions, 1n
the manner a~d with the effect provided in the Genera 1 Re so 1 ut 'f on, but such
declaration and its consequences may be rescinded and annulled as further provided
in the General Resolution.
Thfs 1983 Series A Bond 1s negQtfable and transferable by delivery except
when reg~sterad as to principal otherwf sa than to bearer. It may be registered as
to prfncfpal 1n the name of the owner on the books of the City kept for that purpose
at the principal office of the Fiscal Agent and Registrar. such registration to be
12
•
noted hereon, ~fter which no transfer hereof shall be valid unless made on said
books by the registered owner in person. or by his attorney duly authorized in
writing, and s1m11arly noted hereon; but th1s 1983 Series A Bond may be discharged
from registration by being in like manner transferred to bearer, after which it
shall again become transferab1e by delivery; and this 1983 Series A Bond may again
and from time to time be registered or discharged from registration in the same
manner. Registration of this 1983 Series A Bond shall not affect the negotiability
of the coupons, which shall continue to be payable to bearer and trar.sferable by
delivery.
The 1983 Series A Bonds are issuable in the form of coupon Bonds,
registrable as to principal only, in the denomination of $5,000, and in the form of
fully registered 1983 Series A Bonds without coupons in the denomination of $5,000
or any multiple thereof, not exceeding the aggregate principal amount of the 1983
Series A Bonds maturing in tt:e year of maturity of the 1983 Series A Bonds for which
the denomination of the 1983 Series A Bond is to be specified. Coupon Bonds of 1983
Series A, upon surrender thereof at the princip~l office cf the Registrar, w~th all
unmatured coupons attached, may, at the option of the holder thereof, be exrhanged
for an equal aggregate pr1ncipal amount of fuily registered 1983 Series A Bonds of
the same matur1ty of any of the authorized denominations, 1n the manner, subject to
the cond1tfons, and upon the payment of the charges, if any, including after :he
first exchange, the cost of preparing a new 1983 Series A Bond, provided in the
Resolutions. In like manner, subject to such conditions and upon the payment of
such charges, if any, including after the first exchange the cost of preparing a
new 1983 Series A Bond, fully registered 1983 Series A Bonds, upon surrender
thereof at the principal office of the Registrar with a written instrument of
transfer satisfactory to the Registrar, duly executed by the registered owner or
his attorney duly authorized in writing, may, at the option of the registered owner
thereof, be exchanged for an equal aggregate principal amount of coupon 1983 Series
A Bonds, with appropr1ate coupons attached, or of fully registered 1983 Series A
Bonds without coupons of any other authorized denominations, and of the same
maturity.
7he rights and ob11gat1ons of the City and of the holders and registered
owners of the Bonds may be modified or amended at any time fn the manner, to the
extent and upon t'1e terms provided in the General Resolution. No such modification
or amendment shall permit a change in the terms of redemption or maturfty of the
prit.cipal of any outstanding Bond or of any instanment of fnterest thereon or a
reduction in the princ1pa1 amount or the redemption price thereof or in the rate of
interest thereon without the consent of the holder of such Bond, or shall reduce
the percentages or ~therwise affect the classes of Bonds the consent of the holders
of which is required to effect any such mod1f1cation or amendment, all as more
fLllly set forth 1n the General Resolution.
It is hereby certified that all of the conditions, things and acts required
to ex1st, to have happened or to have been performed precedent to and in the
issuar.ce of this 1983 Series A ~ond do exist, have happened or have been performed
in due time. form and manner ~s required by law and that the amount of this 1983
Series A Bond, together with all other indebtedness of the City, does not exceed
any lfmft prescribed by the Constitution or laws of the State of California, and 1s
not in e~cess of the amount of Bonds permitted to be issued under the Resolutions.
13
•
IN WITNESS WHEREOF, the C1ty of Palo Alto has caused this 1983 Series A Bond
to be executed in its name and on its behalf with the manual or facsimile signature
of 1ts Mayor and its seal to be reproduced hereon and attested by the manual or
facsimile signature of its City Clerk. and the interest coupons attached hereto to
be executed with the facsim1l~ signature of its Treasurer. all as of June 1. 1983.
CITY OF PALO ALTO
By
,....-----,,,........,~~---=-=--=--:-:,--~-~ Mayor of the City of Palo Alto
ATTEST:
City Clerk of the City ~f Palo Alto
FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION)
This is one cf the Bonds described in the within-mentioned Resolution, wr.1ch
has been registered this ~~~--~-~
14
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Fiscal Agent
By _________ ..,......,.. ____ _
Authorized Officer
•
(Form of Interest Coupon)
THE CITY OF PALO ALTO, an
unless the Bond herein mentioned shall have been
called for previous redemption and payment of
the redemption price duly provided for, will
pay to bearer at the principal office Bank of
America National Trust and Savings Association
in San Francisco, California, upon surrender
hereof, the sum set forth herein in lawful
money of the United States of America,
being interest then due on its CITY OF PALO ALTO
UTILITY REVENUE AND REFUNDING BOND, 1983 SERIES A,
dated June 1, 1983.
No. A _____ _
Coupon No. A ------
Treasurer
(Form of Certificate of Registration)
This 1983 Series A Bond is registered in the name of the registered owner
last entered below and the principal thereof 1s payable only to such owner, coupons
evidencing interest remaining payable to bearer; provided that thf s 1983 Series A
Bond may be registered to bearer and thereby discharged from registration and the
negot1abi11ty hereof restored.
NOTE: There must be no writing in the space below except by the Registrar.
Date of
Registry
Name of
Registered Owner
15
Address of
Registered Owner
Signature of
Registrar
•
(Form of Ful 1~ Registered Bond)
,$ No. AR
CITY OF PALO ALTO
UTILITY REVE~UE AND REFUNDING BONO, 1983 SERIES A
The City of Palo Alto, a municipal corporation duiy organized and existing
under 1ts charter and the laws of the State of Calffornia (herein cc.lled the
11City11 ), for value received, hereby promises to pay to or
registered .1ssigns, on July 1, (subject to any right of prior redemption
her(inafter pro~1d~d for), the principal sum of Thousand Dollars
($ ) in lawful money of the United States of America, and to pay
interest thereon in li~e lawful money from the interest payment date next preceding
the date of regi strat1on of th1 s Bond (unless thf s Bond f s registered on an
interest payment date, fn which event 1t shall bear interest from such date of
registration, er unless this Bond is registered prior to January 1, 1984, 1n which
event it shall bear interest from June 1, 1983) untfl payment of such principal sum
in full at the rate of percent l____%) per annum, payable semiannually
on January 1 and July 1 fn each yeat". Both the princfpal hereof and interest hereon
are payable at th! principal office of the Bank of America Natiorial Trust and
Savings Association, Fiscal Agent and Registrar of the City, in San Francfsco,
Cal 1forn1 a.
Thfs Bond is one of a duly authorized issue of bonds of the City desfgnated
:.S its 11 Ut1l ity Revenue Bondsu (the "BondsH) issued and to be issued in various
serfes under and pursuant to the charter of the City and Ord1nance No. 3083,
adopted by the Council of the City on October 2, 1978, (the "Bond law") and under
and pursuant to Re so 1 ut ion No. 1 adopted by the Counc 11 of the C 1ty on
·------• 1983 (the "General Resolut1on11 ), and a series resolution
authorizing each such series.
This Bond 1s one of a ser1es of Bonds of various matur1t1es designated as
11 Util1ty Revenue and Refunding Bo"ds, 1983 Series A" (the "1983 Series A Bond!i"),
issued fn the aggregate pr1ncipa1 amount of $4,765,000, all of 11ke tenor (except
for such var'i,.tions, if any, as may be required to designate varying numbers,
maturities, interest rates or redemption provisions), and issued under the General
Resolutfon and a series resolution of the City, Resolution No. __ , adopted by the
Council of the City on , 1983, (the 111983 Serfes A Resolutfonu).
which resolutions are herein collectively called the 11 Resolut1ons". Copies of the
Resolutions are on f11e at the office of the City Clerl and at the above-mentioned
off1ce of the Fiscal Agent, and reference to the Resolutions and any and all
supplements thereto and modiffcat1ons and amendments thereof and to tha Bond Law fs
made for a description of the terms on which the 1983 Series A Bonds are 1ssued, the
provisions wfth regard to the nature and extent of the Net Revenues, as that term f s
defined in the General Resolution, and the rights of the holders and registered
owners of the 1983 Ser1es A Bonds and of the bearers of the appurtenant coupons.
All the terms of the Resolutions and the Bond Law are hereby incor"porated here1n
and const1tute a contract between the City and the holder or registered owner from
16
•
time to time of this 1983 Series A Bond~ and to all the provisions thereof the
holder or registered owner of this 1983 Series A Bond, by his acceptance iii:::rcuf.
consents and agrees. Each taker and subsequent holder hereof shall have recourse
to all of the provisions of the Bond Law and the Resolutions and shall be bound by
all of the terms and conditions thereof.
The 1983 Series A Bonds are issued to provide funds for the acqu1s1tfon and
construction of additions. betterments, extensions or improvements to an
Enterprise cons1st1~g of the water, sewer, gas and electric systems of the City,
and to refund certain outstanding bonds of the City, as more particularly described
in the Resolutions. The 1983 Series A Bonds are special obligations of the City and
are payable, as to interest thereon, principal thereof and any premiums upon the
redemption of any thereof, from the net revenues of sa1d Enterprise (which net
revenues, as more particularly defined in the General Resolution are therein and
herein called the 11Net Revenues"). All of the Bonds are equally secured by· pledge
of, ard charge and lien upon, a l1 of the Net Revenues, and the Net Revt>Jnues
constitute a trust fur.d for the security and payrnent of the interest on and
principal of and redemption premiums, if any, on all of the Bonds. Additional
series of Bonds payable from the Net Revenues may be issued on a parity with the
1983 Series A Bonds of this authorized issue, but or.ly subject to the conditions
and limitations contained in the General Resolution.
The interest on and principal of and redemption premiums, if any, on the
Bonds are payable solely from the Net Revenues pledged for the payment thereof, and
the City is not obligated to pay the Bonds except from the Net Revenues. The
general fund of th~ City is not liable, and the full faith and credit or taxing
power of the City 1s not pledged, for the payment of the interest on or principal of
or redemption premi urns, if any, on the Bonds. The Bonds a re not secured by a 1ega1
or equitable pledge of, or charge. lien or encumbrance upon, any of the property of
the City or any of its income or receipts, except the Net Revenues.
The City covenants that, so long as any of the Bonds are outstanding, it
will fix, prescribe and collect rates, fees and charges in connection with the
services, facilities, water, gas and electric energy furnished by said Enterprfse
so as to yield Net Revenues at least equal to the amounts thereof prescribed by the
General Resolution and sufficient to pay the interest on and principal of and
redemption premiums, if any) on the Bonds 1n accordance with the prov1sions of the
Gener~l Resolution.
The Bonds are subject to r~emption on any interest payment date without
premium under the circumstances prescribed and as provided 1n the General
Resolution, at the option of the City, as a whole or fn part, through the
application of net proceeds of insurance and eminent domain proceedings. 1983
Series A Bonds matur1ng by their terms on or before July 1, 1993 are not otherwise
subject to r-edemption prior to their respective maturity dates. 1983 Series A
Bonds maturing by their terms on or after July 1 1 1994 are also subject to
redemption prior to their respective maturity dates. at the optfon of the City, as
a whole, or 1n part in inverse order of maturities and by lot within any one
ma:tur1ty if less than gll of the 1983 Series A Bonds of such maturity be redeemed,
from any source of ava1lable funds, on any interest pa,Y1tent date or or after July 1,
1993, at a redemption price equal to the fo'llowing perr.entag~s of the principal
amo1.mts thereof plus accrued interest thereon to the date fixed for redemption:
17
. . •
Date
July 1, 1993 and January 1, 1994
July 1, 1994 and January 1, 1995
July 1, 1995 and Jar1uary l, 1996
July 1, 1996 and January 1, 1997
July 1, 1997 and January 1, 1998
July 1, 1998 and thereafter
Redemption Price
102.5%
102
101.5
101
100.5
100
As provided in the Resolutions, notice of redemption shall be g1ven by
publication (unless no Bonds are outstanding except registered Bonds) at least once
a week for two successive weeks in a financial paper or newspaper of general
circulation in San Francisco, California, and in a financial paper or newspaper
circulated in New York, New York, and printed in the English language, the ffrst
such pub11cat.ion to be not less than thirty nor more than sixty days before the
redemption date. Notice of redemption shall also be mailed not 1ess than thirty
nor more than sixty days prior to the redemption date to the respec~ive registered
owners of any registered Bonds designated for redemption at theh• addresses
appearing on the bond registration books, but neither failure to mail such notice
r.or any defect in the notice so mailed shall affect the sufficiency of the
proceedings for redemption.
If this 1983 Series A Bond is ca11ed for redemption and payment 1s duly
provided therefor as specified in the Resolutions, interest shall cease to accrue
hereon from and after the date fixed for redemption.
In an event of default, as defined fn the General Resolution, sha11 occur,
the principal of all Bonds may be declared due and payable upon the conditions, in
the manner and with the effect provided 1n the General Resolution, but such
de=laratfon and its consequences may be rescinded and annulled as further provided
in the General Resolution.
This 1983 Serfes A Bond is transferable, as provided in the Resolutions,
only upon the books of the City kept for that purpose at the principal office of the
Registrar by the registered owner hereof in person, or by hfs attorney duly
authorized in writ;ng, upon the surrender of thf s 1983 Ser1es A Bond together with
a written 1nstrument of transfer satisfactory to the Registrar duly executed by the
registered owner ~r his attorney duly authorized fn writing, and thereupon a new
registered 1983 Series A Bond or Bonds, without coupons, and 1n the same aggregate
principal amount and of the same maturity, shall be issued to the transferee 1n
exchange therefor, as provided in the Resolutions, and upon the payment of charges,
if any, including, after the f1rst exchange, the cost of preparing new 1983 Ser1es
A Bonds therein.prescribed.
The 1983 Series A Bonds are issuable 1n the form of coupon Bonds,
reg1strai.>le as to ~1rincfpal only, in the denomination of $5~000, and in the fom of
fully reg1st.ered 1983 Series A Bonds without coupo.is in the denomination of $5,000
or any multiple thereof, not exceeding the aggregate prfnc1pal amount of the 1983
Ser1es A Bonds maturing fn the year of matur1ty of the 1983 Ser1es A Bonds for which
the denomination of the 1983 Series A Bond is to be spec1f1ed. Coupon Bonds of 1983
Series A, upon surrender thereof at the pr1nc1pal office of the Registrar, with all
18
. . .. • ' unmatured coupons attached, may, at the option of the holder thereof, be exchanged
for an equal aggregate principal amount of fully registered 1983 Series A Bonds of
the same maturity of any of the authorized denominations, in the manner, subject to
the conditions, and upon the payment of the charges, if any, 1nclud1ng after the
first exchange, the cost of preparing a new 1983 Series A Bond, provided in the
Resolutions. In 11ke manner, subject to such conditions and upon the payment of
such charges, if any, including after the first exchange the cost of preparing a
new 1983 Series A Bond, fully registered 1983 Series A Bonds, upon surrender
thereof at the pr1 nc1pa1 office of the Reg1 strar with a wr1 tten 1 nstrument of
transfer satisfactory to the Registrar, duly executed by the registered owner or
his attorney duly authorized in wr1t1ng, may, at the option of the registered owr.er
thereof, be excnanged for an equal aggregate principal amount of coupon 1983 Series
A Bonds, with appropriate coupons attached, or of fully registered 1983 Series A
Bonds without coupons of any other authorized denominations, and of the same
maturity.
The rights and obligations of the C1ty and of the ho1ders and registered
owners of the Bonds may be modified or amended at any time in the manner, to the
extent and upon the terms provided in the Genera( Resolution. No such modif1cation
or amendment shall permit a change in the terms of redemption or maturity of the
principal of any outstanding Bond or of any fnstai1ment 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 Bond, or shall reduce
the percentages or otherw1se affect the classes of Bonds the consent of the holders
of which is required to effect any such modification or amendment, all as more
fully set forth in the Generul Resolution.
It is hereby certified that all of the conditions, things and acts required
to ex1 st, to have happened or to have been performed precedent. to and in the
issuance of t~is 1983 Series A Bond do exist, have happened or have been performed
in due time, form and manner as required by law and that the amount of this 1983
Series A Bond, together w·ith all other indebtedness of the City, does not exceed
any limit prescribed by the Constitution or laws of the State of California, and is
not in excess of the amount of Bonds permitted to be issued under the Resolutions.
19
1 • •
IN WITNESS WHEREOF, the City of Palo Alto has caused this 1983 Series A Bond
to be executed in its name and on its behalf ~ith the manual or facsimile signature
of its Mayor and its seal to be reproduced hereon and attested by the manual or
facsimile signature of its City Clerk, all as of the ___ day of ____ _
19
CITY OF PALO ALTO
By M::-a-yo_r_o-=-f-t...,...h-e-=c i ty of Pal o Al to
ATTEST:
City Clerk of the City of Palo Alto
(FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION)
Thf s is one of the Bonds described in the within-~-entfoned Resolutions.
20
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Ff seal Agent
By ------,,.........---.,-___,,,.....,....,,..,,.... ___ _
Aut~orized Officer
. ..... ,. •
(Form of Corresponding Coupon Bond Endorsement)
Notice: No writing below except by the Registrar.
This fully Registered 1983 Series A Bond is issued in lieu of or in
exchange for coupon 1983 Series A Bond(s) of this issue, interest rate and
maturity, numbered ~~~~--~~~~~-
in the denomination of $5,000 each not contemporaneously outstanding
aggregating the face value hereof; and coupon 1983 Series A Bond(s) of this
issue and of the same interest rate and maturity aggregating the face value
hereof (and bearing the above serial number(s) which has (have) been
reserved for such coupon 1983 Series A Bond(s} will be issued in exchange
for this Registered 1983 Series A Bond and upon surrender and cancellation
hereof a~d upon payment of charges, all as provided 1n the within-mentioned
Resolution.
(Form of Assignment)
For value received the undersigned do(es) hereby sell, assign and transfer
~nto the within-mentioned Registered 1983
Series A Bond and hereby irrevocably constftute(s) and appoint(s)
attorney, to transfer the same on the books --=___,.~.,,.-~~~--._,..-..,..........,,...,,,__~~~~....,.--of the Registrar with full power of substitution fn the premises.
Note: The signature(s) on this Assignment must correspond with the name(s) as
written on the face of the within Registered Bond fn every particular, without
alteration or enlargement or any change whatsoever.
21
. . . ,,. •
* * * * *
The foregoing Resolution was duly and regularly adopted at a regular meeting
of the Counc1 l of the City of Palo Alto held on the --2..5_ day of
______ _.A ..... p....,,r._1.._· 1.__, 1983, by the fol lowing vote:
AYES: Becht e 1 , Cobb , Fazzi no , F 1 etcher , Kl e i n , Levy , W i the rs po on
NOES: None
ABSTENTIONS: None
ABSENT: Eyerly, Renzel
APPROVED:
APPROVED AS TO FORM:
22