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HomeMy WebLinkAboutRESO 6540..-------------------~------------ . . . . .. . c • 26005-36 • • CITY OF PALO ALTO SANTA CLARA COUNTY, STATE OF CALIFORNIA RESOLUTION NO. 654_9_ A SUPPLEMENTAL RESOLUTION AMENDING RESOLUTION NO. 6454. ENTITLED k4053 •A SERIES RESOLUTION AUTHORIZING THE ISSUANCE OF A PRINCIPAL AMOUNT OF $12,200,000 CITY OF PALO ALTO, CALIFORNIA UTILITY REVENUE BONDS. 1985 SERIES A (ADJUSTABLE CONVERTIBLE EXTENDABLE SECURITIES-ACESsm)" Adopted Jul,Y 21_, 1986 ORIGINAL .. • • RESOLUTION NO. ~ A SUPPLEMENTAL RESOLUTION AMENDING RESOLUTION NO. 6454, ENTITLED •A SERIES R£SOLUTION AUTHORIZING THE ISSUANCE OF A PRINCIPAL AMOUNT OF $12,200,000 CITY OF PALO ALTO, CALIFORNIA UTILITY REVENUE BONDS, 1985 SERIES A (ADJUSTABLE CONVERTIBLE EXTENOABLE SECURITIES-ACESsm)" RESOLVED, by the Council of the City of Palo Alto, California that the Resolution cited in the t1tle (the 11Resolution11 ) 1s amended in the following particulars: Section 1. Paragraph 60a is added to Section 1~03(8}, to read: •(60a) Seasoned Funds means funds which have been held by the Fiscal Agent in the Siasoned Funds Account pursuant to Section 4.02(a)(11) for a period of 123 days during which no Event or Bankruptcy has occurred. Event of Bankruptcy, as used in th1s definition. means the consent to or pet1t1on for or application to any authority by the City for the appointment of a receiver, liquidator, trustee or i1m1lar official for itself or for all or any substantial part of 1ts properties or assets or any such trustee, receiver, liquidator or similar official is otherwise appointed.• Section 2. Section 2.04(1) fs amended to read: •(1) Notwithstanding the above. during such time as any Bonds are Bank Bonds., the interest rate borne by such Bonds shall be the applicable Bank Rate; provided. that the Bank Rate shall be payable solely to the Bank and net, under •ny circumstances~ to any Bondholders other than the Bank.• Section 3. Subsection (g) is added to Section 2.11, to read: •(g) The Paying Agent shal 1 not dT"aw on the Letter of Credit for the purpose of pay1ng principal or interest on or purchasing Bank Bonds. !I Section 4. The first paragraph of Subsection (c) of Section 4.01 1s a.ended to read: •(c) or Fixed Mode. Any Bonds in a ong or a 1Xed e are sub ect to opt onal redemption on any Interest Payment Date. after the period referred to below under the colUlln heading 'Redemption Protection,' in the manner here1nafter provided 1n Section 4.02 (a)(11), as a whole or 1n part 1n an integral -.ilt1p1e of the then authorized •1n111Um denom1nat1on of such Bonds by lot, frOll moneys paid to the Fiscal Agent by the City ·and deposited 1n the Redeaption Account (with premiums paid from Seasoned Funds), under the circumstances and upon the cond1t1ons and 2 • • terms prescribed herein, at the redemption price (expressed as a percentage of principal amount thereof) set forth below. plus accrued and unpaid interest thereon to the date fixed for redemption." Section 5. The first paragraph of clause (ii) of Subsection (a) of Section 4.02 1s amended to read: •(ii) Redein tion Under Section If the City determines to redeem onds under ect on • c , ft shall, no later than 123 days prior to the desired redemption date, pay to the fisca1 Agent for deposit 1n the Seasoned funds Account 1n the Revenue Fund (which account is hereby created and shall be held by the Fiscal Agent as a separate account, distinct from all other funds of the City) an amount equa1 to the premium payable on redemption of the Bonds desired by the City to be redeemed, ca1cu1ated as provided 1n Section 4.0l(c). Section 6. A new paragraph 1s added at the end of clause (ii} of Section 4.02(a) to read: read: •At any time after the deposit of the premium 6lllOUnt 1n thP Seasoned Funds Account and before the Paying Agent has given notice of redempt1on, the City may, by wr1tten notice to the Fiscal Agent and the Pay1ng Agent, deter111ne not to redeem all or any part of the Bonds theretofore proposed to be redeemed; provided, that 1n such event, any 110neys on deposit in the Seasoned Funds Account shall be transferred by the fiscal Agent to the 1985 Series A Interest Account and applied as provided 1n Section 5.03." Section 7. Clause (c) of Section 7.01 is amended to read: •(c) receipt by the Paying Agent and the Fiscal Agent, following a drawing under the Letter of Credit to pay interest on the Bonds on an Interest Payment Date, of written notice from the Bank that the Letter of Credit will not lie reinstated to an amount which at least equals 210 days interest on the Outstanding principal amount coaputed at twelve percent (121) per annum; or11 Section 8. New second and third paragraphs are added to Section 7.02, to •Any prov1s1on of this Resolution to the contrary notwithstanding. the Fiscal Agent shal 1, in the Event of a Default under clause (c) of Section 7 .01 of this Resolution. declare the pr1nc1pel of all of the Bonds then outstanding, and the interest accrued thereon, to be due and payabl~ 1nnediately, and upon any such declaration the s111e shall becOlle and shall be 111111ediately due and payable, anythfr~ contained 1n the Resolution or 1n the Bonds to the contrary notw1thstand1ng. After a draw has been made on the letter of Credit because of the happening of an Event of Default, no waiver of such default can be 111.de by the Fiscal Agent or any Bondholder or any other person.• 3 • • Section 9. The first parag~aph of Sect1on 8.04 is amended to read: -SECTION 8.04. Appointment of Payini Agent. The C1ty shall at all times appoint and maintain a Payinggent upon such. terms a.nd cond1t1ons as may be mutually agreed upon by the Fiscal Agent, the City and the Paying Agent. The Paying Agent, or any successor Paying Agent, shall be a connercial bank or trust company with a pr1ncipa 1 office 1n New York, New York, and shall be subject to supervision or examination by federal or state authorities. The City shall enter into such arrangements with the Paying Agent as shall be necessary and desirable to enable the Paying Agsnt to carry out the duties of its office.• Section 10. The first paragraph of Section 8.05 is amended to read: •SECTION 8.05. Appointment of Fiscal Afent. The City hereby &ppoints Bank of America National Trust ana Sav ngs Association to act as Fiscal Agent under this th1s Series Resolution. The f1sca1 Agent, or any successor Fiscal Agent, shall be a conrnercial bank or trust company. and shall be subject to superv1s1on or examination by fe~~ral or state authorities. The Ff seal Agent shall perform such duties and only such dut1es as are specifically and expressly stated in this Resolution, and no implied covenants or oblfgatfons shall be read 1nto this Resolution against the Fiscal Agent. The following provisions, and the provisions stated fn Article VI of the General Resolution (each of which 1s incorporated herein by reference). apply to Fiscal Agent's performance of the duties and functions assigned to it under this Series Resolution:• Section 11. Clause (e) is added to Section 8.05 and a new Section 8.06 1s added, to read: •(e) The lien on funds held by the Fiscal Agent or Paying Agent pursuant to Section 605 of the General Resolution shall be subject and 1nferfor to the lien given to secure the Bonds insofar as said lien applied to the proceeds of draws on the Letter of Credit, the proceeds of remarketing of Bonds and any 110neys on deposit in the Seasoned Funds Account. Sectfon 8.06. !nvestrnent Restrictions. Any provision of this Resoiut1on to the contrary notwithstanding. proceeds of draws on the Letter of Credit, proceeds of remarket1ng the Bonds under Section 2.08 and 111 mneys on deposit 1n the Seasoned Funds Account shall be invested only in Federal Securities maturing no later thLn thirty (30) deys prior to the date on which they are required to be used to pay principal or purchase price, interest and redemption premiums on the Bands.• Section 12. The second paragr~ph of Section 10.01 is amendec to read: •Notw1thstand1ng any other provision of this section, the 1985 Ser1es A Resolution shal 1 not be discharged ind satisfied by the payment of the Bonds hereunder unless and until the Fiscal Agent shill have first received an opinion from a nat1ona11y recognized bankruptcy . . . read: • • counsel that the prior payments of the interest and prfncfpal ar.d redemption premiums an the Bonds and the payments of the money used to defease the Bonds do not then constitute a voidable preferenct under Section 547(b) or Section 544(b) of Title 11 of the United States Code 'The Bankruptcy Code of 1978 1), as amended." · Section 13. A new paragraph is added at the end of Section 11.04, to •The Cfty shall give ~rompt written notice under this Section to Moody's Investors Service, 99 Church Street, New York, New York 10007, Attention: Municipal Department Structured Fi"ance Group, of any of the following events: (a) a change fn the identity of the Fiscal Agent; (b) ftny material change in the General Resolution~ this Series Resolution or any other document relating to the f1nanc1ng; (c) expiration cf the terna of the Lett~r of Credit; (d) conversion to a.ny Interest Mode and the duration thereof; or (e) any change 1n the identity of the Remarketer.N Section 14. The Council hereby finds and determines that the foregoing 1.111endments of the Resolution are necessary and desirable to cure ambi~uities and inconsistent provisions in the Resolution; that the provisions inserted by this Supplemental Resolution are for the purpose of clarifying matt,rs and quest1ons arfsing under the Resolution and are not contrary to or inconsistent w1th the Resolution as theretofore 1n effect; and that the adoption of this Supplemental Resolution is re~~~nably necessary and proper to carry out the intention and to facilitate th.:: perforaance of the Resolution, and for the better assur1ng and confirming unto the Holders of the rights &nd benefits provided in the Resolution. Section 15. This Supplemental Resolution shall become effective upon its adoption &nd upon the.f111ng of a copy thereof duly certified by an Authorized Officer 1n the Pr1nc1pa1 Office of the fiscal Agent. Section 16. The MayoT' 1s authorized to execute and the City Clerk is authorized to attest and to affix the corporate seal of the City to composite copies of Resolution No. 6454, as Mended by th1s Supplemental Resolution, so that such ca11pos1te Resolution 1s available for convenience of reference. • * • * • • • • • * • * * * * 5 • • • • · The foregoing Supplemental Resoiution was duly and regularly adopted at a regular meeting of the Counc~1 of the City of Palo Alto held on the -2.1. day of .lull' • 1986, by the fol lowing vote: AYES: _Bechtel, Cobb, Fletcher, Klein, Levy, Patitucci, Renzel, Woo11ey MOES: None ABSTENTIONS: None ABSENT: Sutorius ATIEST: APPROVED: APPROVED AS TO FORM: Jones Hall Hill & White, a Professional Law Corporation Bond Counsel By:~nt CONSENT OF FISCAL AGENT The Fiscal Agent hereby consents to the adopt1or. of the foregoing Supplemental Resolution. BANK OF AMERICA NATIONAL TRUST ANO SAVINGS ASSOCIATION, Fiscal Agent Dated: Not 18. 1986 ·• ' i.:: > \. ~ \._ .::• '·:.: l ~ ~ T; ;._.,.., --~.,~: ~:T•.r· .... ', ~ .. ··~~C C>Rl·.}ir~Al (,f.:Cili/, L YOUNG I CIIY 0(· PALO ........ ~.,..... 6 • • CONSENT OF LETTER OF CREDIT BANK The Fuji Bank, L1m1ted, acting through its Los Ang2les Agency, as issuer of the letter of Credit, hereby consents to the adoption of the foregoing Supplemental Resolution. Dated: /lie/ ..2.. o • 1986 THE FUJI BANK, LIMITED, Los Angeles Agency 1 CHAWLJCS F. ADAMS frl'EPBEN R. CA&ALlllOOIO Ja>SJCLL 111. J:..UW, .Ja. ANI>all:W c. BALL, .:n. latNNE'l'!I l. JON11:8 P.HILl.P N&LEION LEE WlLLLUI H. K.A.I>IPON BHIA."1! X>. QUlNT PAUL J. THil!OOO SllABOH BTAN'l'OH WHl'n: Ms. G1or1a Young City Clerk City of Palo Alto 250 Hamilton Avenue • • Iller.,,~,. JONES HALL HILL & Wai¥1t?I=" &.>,~:_?,·· .. ,,~ .-: A PROlnCllBrONAL LAW CORPOKA'l'ION ·~ •• i.. ~ f V ;·: '.' ! ; A'rl'ORNEYB AT LAW February 11 1 1987 fcs IZ Cl·~UH EVB/t..RCADERO CENTER r r \.iLt r:~g.rDf~ SAN FRANCISCO 94.Ul (.'15) :.1111-5760 RODERT .J. HILL or COUNB!:L Palo Alto, Ca11forn1a 94303 RE: Supplemental Resolution Amending Resolution No. 6454 Dear Ms. Young: Enclosed herw1th 1s an original supplemental resolution amending Resolution No. 6454, adopted by the City Council of the City of Palo Alto. Could you please provide me with five certified copies of said supplemental re so h!t f on, f fl 11 ng 1n the re so 1 ut ion number and date of adoption on the face page and the date of adoption and voting information on page 6. Please keep the enclosed original for your files. Thank you very much for your assistance and please let me knov if you have any questions or comment5. Very truly yours • • J c:? .4.-/ \ /. ~~ /:t::!.;;; Ekberg ~ «.-' Project Conrd1nator \._) Closing Department # . '