HomeMy WebLinkAboutRESO 6599•• •
CITY OF PALO AL TO
SANTA CLARA COUNTY. STATE OF CALIFORNIA
RESOi..UTION NO. 6599
A RESOLUTIOH PROVIDtNG FOR ISSUANCE OF BONDS AND
DIRECTING LEVY OF 1.NNUAL ASSESSMENTS TC..· PAY THE
PRINQPAL AND INTEREST THEREOF
CITY OF PALO ALTO
C8lilornia A~ ParScing Assessment DislriCt No. 86-1
Assesameni Bew* of 1987
AdoplBd March 30 • 1987
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K6336.TOC
TABLE OF CONTENTS
Section 1. City of Palo Alto. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . 1
Section 2. Chartered Cey Power/Municipal Affair ........................ 1
Section 3. Authority ......... , .................................. -.. 1
Section 4. ~s Satisfied. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
5ection 5. Parking Assessment District ............................... 1
Section 5. Definitions .•................ ·-................•.......... 2
Sect:on 7. Issuance and Sate of Bonds ............................... 6
Section 8. Form of Bonds ...............................•.......... 7
Section 9. lnierest .......•.•.................................•... 8
Section 1 o. Designation of Agent . • . . . . . . . . • . . . . . . . • . . . . . . . . . . . . . . . . . 8
Section 11. Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. : . . . . . . . . . . . . . . 8
Section 12. Authentication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 13. Preparation and Delivery of Bonds ........................•. 8
Section 14. _Exchange of Bonds .......................•......•...... 9
Section 15. Registration and Transfer of Bonds . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 16. Ownership of Bonds; Mutilated. Destroyed. Stolen or Loct
Bonds; Temporary Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 17. Collection of Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 18. Covenant to Foreclose ............................... · .... 10
Seclion 19. Advances from Reserve Fund ............................. 10
Section 20. Callable Bonds . -. . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
S9Ction 21. Notice of Can. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 22. Refunding of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . 11
Section 23. lrnprovanient Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 11
Section 24. Bond Fund and Redemption Account. ....................... 12
Section 25. Rese.-ve Fund . . . • . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . . 12
Section 26. envestrnent of Funds , ..•................................. 13
Section Z1. No Arbilra.ge . . . . . . . . • . • . . . . . . . . . . . . . . . . . . . . . . . . . ...... 13
Section 28. Arbitrage Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 29. F6 '.Y.81 Guarantee Prohibition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5et;tion 30. Private 8~ Ule Limitation ............................ 13
Section 31. Private Loan Umitation . . . . . . . . . . . . . . . . . . . . . . . • . . . . . . . . . . .14
Section 32. Rebate of Excess tnvestment Earnings lo United States .......... 14
Section 33. Bonds Not a Debt . . . . . . . . . . . . . . . . . . • . . . . . . . . . . . . . . . . . • . 1 iS
Section 34. Amendment. . . • . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 35. C>efeasance . . . • . • . . • • . • . • . . . . . • . . • • . • . . . . . . . . . . . . . . • .. 16
Section 36. Authority of Treasurer .............•..................... 17
Section 37. Certified Copies ........................................ 18
EXHtBIT A -Bond Form
EXHIBIT B -Maturities
EXHIBIT C • Provisions Ref~th"" to the Calculation and cca.:tetion of
Assessments
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RESOLUTION NO.----
A RESOLUTION PROVIDING FOR ISSUANCE OF 80flfOS AND DIRECTING
LEVY OF ANNUAL ASSESSMENTS TO PAY THE PRINCIPAL AND INTEREST
THEREOF
Ql' 'f OF PALO AL TO
Celrornia 1,4.w:nue Pat;ing Assessm·ant District No. 86-1
~Bonds°' 1987
~ESOLVED. by the Council of the City of Palo Alto, Caflfomia, as fellows:
Section 1. Ct/ of palp Alo. The City of Palo Alto, State of Galifornia ("City" or
"Issuer") is a chartii#red city. duly organized and existing under and p-Jrsuant to itS
charter and the r;onstitution and laws of lhe State of CaHfornia.
Section 2. Ctwtoiad <av powar.Munjqpel Aftir. By the terms of a charter,
the City is empowered to fmake and erdorce aH laws and regutat;c.ns iii; respect to
munieipa! affairs, subje~ only to such reslrictioM and limitations as may be provided in
said charter and said constlution, and to exercise any and au rights. powers and
privileges heretofore or hereafter established. grant.ad and prescribed 17/ any !aw of 1he
state. said charter. or by any other lawful authority. which a municipal corpc.~tion might
or t;ould exercise under said constiiution. including al r.;owers not in conftict with the
provisions at said charter now or hereafter granted to general law cities, .oo wherein it
is provided that the enumeration in saiO charter of any particulat power sha.H not be held
to be exclusive of or any limitation upon said general grant of powers. The acquisition,
coo~. ownership. management. rnainlenance, operaliOn. repair, addition,
ext&nsion and !mprowement of offstreet automobile parking iacililies for public purposes
attd Ile issuance ol bonds to pay the cost lher80f is a municipa: alair.
Section 3. AtJlldr, Tat 13 al the Palo Alo Municipal Code was Qdopted
l!\ll"suanl to the power and aud1orly vested k1 said Council br and under the tarms and
provis.it>ns of said chartllr. and there are no fimitatbas in regard thereto expressly or
oeherwise providffd in said charter or in lhe Consalution Of &he Slate of catilomia. other
than Section 19 of Article xvt, as to which full compUance has been had by the Counci
in the proceedings leading up to lhe adopeion of Ilia resoluion.
Section 4. Crp•H SOfsd Al acts. conditions and tings required by lhe
constitution &nd laws of lhe 8lliltl ol Ca-Womia and lhe chafl8r of sau City and the ~
Mo Municipal Code to be ~ to happen and to be petfolmed ~to and in the
iSS&.:8nC8 d the bonds. have ..., done. have happened and have been performed in
· regular and due form. time and manner u required bf law. and 1he Council is now
aWhorized to issue bonds in lie 11181•• and tann as in t1i8 resolution provided.
Section 5. ,.... •qs r n· 7 u. The ohtleat parking improvements
described in the prooeedinga condud8d pursuant to Aesc*llion No. 8485. A Resokltion
of Prefiminary Datarminaton Md lnlentiOn. adopted .,,. l'8 Councl of tl'8 City on
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January 20. 1986. are within and are for the benefit of an assessment district in the
California Avenue Area of the City. which is hereinafter referred to as, "the Parking
Assessment District". The cost and expenses of said contE'mplated acquisitions and
improvements, being, in the opinion of this Council, of more than local or ordinary public
benefit have been made chargeable upon the Parking Assessment District. which
district said Council has declared to be the district benefited by said improvements, ara<!
the exterior boundaries of which are described and shown on the map on file in the
office of the City Clerk, which indicates by a boundary line the extent of the territory
included withi11 the Par1<ing Assessment District and which shall govern for all details as
to the extent of said district.
Section 6 .. Oe&t'iDnl. Unless the conteY.t otherwise requires. the terms defined
in this Section 6 shali, for all purpos··,A, of this Resolution, have the meanings herein
specified and shall be equally applicable to bodl the singular ar~ plural forms of any of
the terms herein defined.
"&ti'' mean~ Section 13.16.150 of Chapter 13.16 of Tide 13 of the Palo Alto
Municipal Code.
"Ag§nt" means Bank of America, National Trust and Savings Association. the
Transfer Agunt Authenticating Agent, Registrar and Paying Agent designated in Section
10hereof .
.. .Bgnd" or "Bonds .. mear.s the Improvement Bonds. City of Palo Alto. California,
California A"911Ue Parking Assessment Distn:t No. 86-1, Assessment Bonds of 1987,
issued paJrsuant l!) the Act and this Resoh.dion .
.. B0tid Date" means the date of the Bonds. which is April 2, 1987.
"lkmd. Denomjnatjoo" means the amcunt of $5,000, or any integral multiple
1hereof.
"Bond Fund" means 1he fund established by the Treasurer ioto wtdch shall be
placed any accrued interest for the period from lh& Bond Date to the Closing Date and
all sums received from the collection of assessments and Of the interest and penalties
thereon, au as provided in Section 24 hereof.
".Bond f>urcbase Agreement" means the &Dfeement between th8 City and the
Origin&: Purchaser whereby the City agrees to sell and the Original Purchaser agrees to
buy the Bonds.
·~· or "BeMJtltion" means this Resolution, adopted by the
Council on , 1987, as now or hereafter amended.
"Bond Year"' means the twelve month period beginning on the anniversary of the
Closing Date in each year and ending on the day prior to 1he anniversary date of ~
Closing Date in the following year except that the first Bond Year shaU begin on the
C'6K~ng Date. .
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"c.ttx• means the City of Palo Alt~. ,~lifomia, sometimes here!n referred to as
the "Issuer".
"Closing Date" means the date upon wh1:-:h t!tere is an exchange of the Bonds
for the proceeds representing 1he purchase of the Bonds by the Ori~in&I Purchaser.
"~" means the Internal Revenue Code of 1988, as amended.
"Council" means the Council of Che City.
"Debt Servicoa" means the scheduled amount of !nterest and amortization of
principal payable on the Bonds during the period of computation, exr.luding amounts
schecluied during such period which relate to principal which has been retired before
the beginn~.ig of such period.
"~ Investment Earnings" means an amount equal to the sum of:
(i) the excess of
(A) the aogregate amount earned from the Closing Date oo all
Nonpurpose Obligations m which Gross Proceeds of the Bonds are
in\f8Sted (other than amounts attribulable to an excess described in this
paragraph (i)). over
(B) the am .lUnt that would have been earned if the Yield on such
Nonpurpose Obligations (other than amounts attributable to an excess
described in this paragraph (i)) had been equal to the Ytekl on the Bonds,
paus (ii) any income attributable to lt1e excess described in clause \i).
"Excess lnyestment Earnings Accounr means the account by that name created
by, and held by l'8 Treasurer punwant to, ~-:'!~on 32(a) Mreof.
"Federal Secwfties• means Ur.ited Stales Treasury notes. bonds. bills or
certiftcates of indebtedness or lhose obligations for which the fuff faith and credit of the
United States are pledged for 1'9 payment of principal and interest. including United
States Treasury (boOk tddry) certificates, notes and bonds, state and local govem1nent
series, and whiQh are not redeemable in advance of their maturities at She option of the
issuar or any other person (other than the holder thereof).
•Gross Proceecll" means iM sum of 1he folowing amount.a:
(i) oncpnaJ proc,-eeds, namely, net amounts (after payment~ &II e~ses or issuing the Bonds) received tr/ or for the Issuer as-a result or the ule of the
Bonds, excluding original ptOGeed8 which become b'&nafeP.'ed prc..:eeds
(determined in accordance wllh .QpPlicable Regulations) of obfigationa issued to
refund in whole or in part the BoMs;
(ii) investment proceeds, namelv. amwnts received at any time by or for
the Issuer. such as interest and div~. resulting from the irwesttr._9nt of any
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original proceeds (es referenced In clause (1) above) or investment proceeds
(as referenced in this clause (2)) In Nonpurpose Obligations. increased by any
profits and decreased (if necessary, below zero) by any lost: as on suc:::h
investment.... excluding Investment proceeds which become tranderred proceeds
(c"-~~-:rmined in accordance with applicable Regulations) of obligations issued to
refund in whole 0t In part the Bonds;
(iii) sinking fund proceeds, namely. amr.>unts. other tha.n original proceeds
or investment proceeds (as referew;ed in clauses (1j and (2) above) of the
Bonds, which are held In the Bond Fund and any other fund to the extent that the
l~uer reasonabty e~ to use such other fund to pay Debt Service;
(rt) amounts in ht Reserve Fund or in any fund establish9d as a
re9.sonably req••ired reserve or replacement fund:
(v) Investment Property pledged as security for payment of Debt Service
by the City;
{vi) amounts. other than as specifted in thia definition, dsed to pay Debt
Service; and
(vii) amounts received as a result of investing amounts described in this
definition.
"lmproyement Fund" means the fund ·established by the Treasurer into which
shall be placed the proceeds rece~ Jed from the sale of the Bonds. including any
premium. an pursua.'lt to Section 23 hereof.
"Interest Paiment Date" means the dates upon \llhich interest on the Bonds is
payable, commencing on March 2, 1988, and serniannuaUy thereafter on September 2
and March 2 of each year to maturity.
"investment Earnings AC<,oont" means the accourn by C\at name created by.
and held by the Treasurer pursuant ro. section 32(a) hereof.
"lnyeslz1#lt ProS*IY" means any security (as said term is defined in
section 165(g)(2)(A) or (8) of the Code). obligation,~. eomract or inve&tment-type
property, axciuding, hoWever, obligations the interest on which is exchlded from gross
income, under section 10$ of the Code. for federal ineon-.e tax purposes.
"Issuance eosts• means all costs and expenses of issuance of the Bonds,
including, but not limited to:
(1) unawwrners· fees other than those taken in the form Of a discount on
the Closing Date;
(2) counsef fees, including bond counsel. underwriters' cou,sel, Issuer's
counsel awt iSl)8Cial tax counsel fees. as well as any other specialized counsel
tees ineurred in connection with the borrowing;
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(3) financial advisor fees incurred io connection with the issuance of the
Bonds;
(4) rating •gcncy fees;
(5) paying agent and certifying v-.d authentiCatinc agent fees related to
issuance of the Bonds;
(6) accountant fees related to issuance of the Bonds;
(7) printing costs d the Bonds and of the preliminary and final offtekd
statement
(8) publication costs associated with the assessment and financing
proceedings; and
(9) costs Qf ~ and feasibility studies necessary to the
issuance of the Bonds.
"tssum• means the issuer of lhe Bonds. which is the City of Palo Alto. California.
sometimes herein referred to as the "City".
"Net PtOC8eds" when used with ~ to the Bonds, means the face amount
of the Bonds, plus accrued interest and premium. ii any. 1ess original issue discount
and lBss proceeds deposited in the Reserw Fund.
"Hgopvepose ObligatiGn" nlt#aN> any tnvestment Property which is acquired will
the Gron Proceeds of ffle Bonds and is not acquired in order to carry out the
governmemat purpose of f1e Bonds.
"Original PurcbaHr" means the first purchaser of the Bonds from the lssl.IH on
the Closing Date.
"fdvale &smss uae· means use direclly or inclrecfly in a trada or business
carried on by a naU'al person or in any activity carried on by a per$0S1 oiler than a
natural person, excluding. howe"9r. use by a governmental unit and use as a member
of the general public.
"froilpt" means the acquisilions and impnJYements descriW in the Resoh.ttion
of Intention.
"Pl:rMUe Price." for the purpose of CQr.1Pl-talion ol 1he Yaeld of lhe Bonds. has
the same meaning as 118 term "issUe price" in sections 1273(b) and 1274 of the Code.
and, in general. means 118initialofferingpriced118 Bona& ID the public (not including
bond hou8es and brokars, or sim8ar persons or organizalions acting in the capacity ot
undenwiters or MaolesaJars) at Which price a substantial rrnount of 1he Bonds are sold
or, If the Bonds are prt4tllly placed, U'8 price paid ~· the . st bJyer of U\8 Bonds or dle
aequldion cost uf the first buyer. The '8rm •Purchase ~". for the purpose of
COl1\pu&alion al the Yield of Nonpw'pose Obligations. means 118 fair maa1(et value of the
Nonpmpose ODlgdorss on 118 date of use al Gross Proceeds of the Bonds for
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acq~sftion thereof. or if tater. on the date that Investment Property constituting a
Nonpurpose Obligation becomes a Nonpurpose Obligation of the Bonds.
"AedemQtiOO Premium" means lhe premium payable at the time of prior
redemption of the Bonds as set forth in Section 20 hereof.
"Regulations" means temporary and permanent regulations promulgated under
the Code.
"Rt; ,me fwd" means the fund established by the Treasurer from the proceef1;
of the saJe of the Bonds, a~ provided in Section ~ hereof.
"Reserva R8J.ltir8menr means an amount equal to five percsnt (5%) at the
ori{.:nal principal amount of the &nds .
.. Resolution of Intention" means the Resolution No. 6485. A Resokltion Gf
Preliminary DeterminatiOn and Intention, adopled January·20, 1986. by the Council of tilt;
City.
~" means the Director d F'tnanee or lhe flnancia' FJan.'ling
Administrator of the tssuer.
"Ymkf' means It.at yield wtVcil. when used in computing the present wr.>r1h at al
payments of principal and interest (or Dia payments in the case of Noopurpose
Obligations ~ . ecpre payments in a form not chara.derized as principal and
inlerest) on a Nonpurpose Obligation or on l'8 Bonds pr~ an amount equal to tt.e
Purchase Price d such Nmpurpose Obigalion tlf' the Bonds. al compuled as
prescribed in appical>le Regula;ions.
Section "/ ............ '* .. Bonds-
(a) §suanca. The Bonds. in h? aggcegate P1incipat amount of One Milian
Three Hundred Twenty-F~ Thousand Dollars ($1,325.000). shall be issued as
hereinafter provided in accordrtce wilh. under and pursuant to the provisions of the Act.
lhe ResoCution of h•lliol't. tis Bond Resolulon and the proceedings thereunder duly
had and taken. The Bonds shal be isstl&d only in fuly regislerecl 10rm in Bond
Oencminations and ft\81 matan in Che amounzs and on the dates set for1h in Exhibit ·A"
attached hereto and by tis reference made a part hereof. The Bonds sbal be
numbered « otherwise idenliad as determined by l'8 Agent.
(b) $Ale QI &gods. The form of Bond Purchase Agreement between the City and
118 Original Purchaser. in mn111n11a1y the form subrniled lo 1his meeting. is hereby
approved.
The Treasurer is aulhofized to negotiate and insert the interest nm 0t· rates and
the premium, I any. or. the Bonds in 118 Bond Pwchase Agreement and IO make such
changes in the torm al Bonc2 Purchase ~ as are deemed necessary, wilh h9
advice of comsel, IO consummate the DAsadion oantamplaled 'JY this Bond
Resollllion; provided INtt ~ inleiesl rate shall not 9JCCeecl ft per annum. In a.1dilion.
(i) 118 inBesl ,.... specified must be in a muliple of one aighll or one-twenlielt d one
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perc'9nt per annum; (ii) no Bond shall bear more than one rate of i11terest: (iii) interest on
each Bond shall be computed from its date to itc:i stated maturity date at the interest rate
specified: (iv) no Bonds may bear zero rates of interest; (v) the interest rate bid on any
maturity of the Bonds shall be equal to or greater than the interest rate on any preceding
maturity of the Bonds: and (vi) any premium must be paid as part of the purchase price.
and the waiver of any interest or other concession as a substitute for payment in full of
the purchase price will be allowed.
The Bonds are hereby authorized to be sold to the Original Purchaser at the
purchase price and on the terms and conditions set forth in the Bond Purchase
Agreement and the Treasurer is hereby authoriz1;.J and directed to execute the Bond
Purchase Agreement as revised, if necessary. in accordance with the preceding
paragraph. and to deliver the same to the Original PurchaSE'f'.
(c) Official Statemeot. The Mayor and C~ Manager are hereby authorized to
approve a preliminary official statement relating to the Bonds and its distrtbutton and use
in connection with the offering and sale i)f the Bonds. Th& Mayor and City M -_ger are
hereby authorized and directed to execute the final official statement and an)'
amendment or supplement thereto. in the name and on behalf of the City, and thereupon
to cause the final official statement and any such amendmertt or supplement to be
delivered to the Original Purchaser with such approval to be conclusively evidence" by
the due exe<:ution and delivery thereof. The approval of the official statement by the
Mayor and City Manager shall be evic*lced by their exf' ... Uion Chereof.
(d) Further Authori\Y. The Mayor, City Manager, Treasurer. City Oeric and other
appropriate officers of 1he City are hereby authorized and directed to execute all
documents and take such actions as they may deem necessary or advisable in order to
carry out and perform the purposes of this Bond Resolution, and lhe executicn or taking
of such action shaU be concfusive evidence of such necessity or advisability.
The Mayor and City Clerk are ctuthorized to approve changes in any provisions of
this Bond Resolution which are, in the opinion of counsel. necessary in order to
accomplish the delivery of the Bonds on schedule; such changes may be accompaished
by attachment of a certificate of amendment executed by both such officers and
attached to this Bond Resolution on file in the office of the Qty Clerk.
(e) Transcrjpt. The City Clerk is hereby authorized to prepare and furnish to the
purcha.S61's of lhe Bonds issued hereunder and •ttomeys examining the same a
complete set of certified copies of all ordinances, resolutions &rd documents of the City
relating to the Bvnds and 1he Project and to the issuance of Bonds and of d other
proceeds and records of he ~ showing tne right. power and authority to issue the
Bonds and to provide the sec;urity therefor. and ~ certified copies and certificates
shall be deemed reprnentationS of f.18 City as to al facts stated therein.
SectkJn a fqnn of Bonds. The Bonds F~ ,aJI ba substantially in the form set
lor1h in Exhibit •er hereto and hereby made a part hereof.
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Section 9. lrMrast
Each Bond shall bear interest. determined as provided in Section 7(b). froin the
interest payment date next preceding the date on which it is authenticated and
registered, "°'Tlless authenticated and registered (i) prior to an interest payment date and
after the close of business of the fiftee!lth day preceding such interest payment date, in
which event it shall bear interest from such interest payment date, or (ii) prior to the
close of business on the fifteenth day of the month preceding the first Interest Paymer"t
Date, in which event it shall bear interest from the Bond Cate: provided, howe¥er, that if
at the time of authentication interest is in default, ea~h Bond shall bear interest from the
date to which interest ha& been paid. Each Bond will continue to_ bear interest after
maturity at the rate stated therein, provided It is presented at maturity and payment
thereof is refused on the sole ground that there is not sufficient money in the bond fund
with which to ~Y ume; if 1t is rrit presented at maturity, interest thereon will run only
until maturity.
Section 10. Qnigrudjoo of .~ . ..n. Bank of America National Trust and Savings
Association is hereby designatfKI as"" Tran~er Agent, Authenticating Aqent. Registrar
and Paying Agent The princi~I and Redemption Premium of the Bonds s;iaH be
payabfe in lawful money d the United E::..ites of America at the corporate agency
division of the Agent in San Francisco, Calitornia, upon :h~ presentation and surrender
of the Bonds as ihe same be::ome due and payable. Interest on the Bonds sh11I! be
paid to the registered owner by check or draft mailed to the addrees entered in the
registry book provided for her~in a.s of th6-fifteenth (15th) day immediately preceding
each Interest Payment Date. The Treasurer is hereby authorized and directed to enter
into agreements with the A!19nt in furtherarace of the purposes 01 this Section.
Section 11. Execulon. When the Bonds h<we been prepared in accordance
with this Bond Resol~. they shaB be execuied on behalf of ttle City and under its
corporate seal by the Treasurer and attested by the Cey Clerk. The signatures of the
T;-easurer arid Citt Cierk may be by printed. engraved or lithographed facsimile
signature. The Clerk shall affix thereto the corp<>rate seal of the City. The seal of the
City may be affixed to the Bon<lc; by printed, iithOgraphed or other facsimile reproduction
thereof. The Bonds shall then be delivered to ~e Agent for authentication by it
tf any officer whose sfgnature appears 011 the Bonds ceases to be such officer
befora the authentication and delivery of the Bonds to tho purchaser thereof, such
signature shall be as valid as if such officer had remained in office until the
authentication and detivery of the Bor.dS.
Section 12. ~· Only Bonds authenticated by the endorsement
thereon of a certificate substantially in the form hereinafter set forth and executed by an
autt.i>rized otficer of the Authenticating Agent shan be valid and become obligatory for
any purpose under, be secured by, and be antitled to the benefits of, this Resolution and
every such certificate of the Authenticating Agent upon any Bond purporting to be
secured hereby shall be conclusive eviden';e that the Bond so authenticated has tleen
duly iS$U8d hereunder. and that the holder Js ~ntttted to the benefits of this Bond
Resolution and to the benefit of the pledge and trust hereby created.
Section 13. ,,,._.ralm Mid llat.twy of Bqnds. The Treasurer is hereby
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directed to cause the Bonds to be prepared in accordance with this Bond Resolution
and to deliver same upon their completion and execution to the Agent who shall
authenticate and deliver the Bonds to the Original Purchaser thereof, upon receipt of the
purchase price therefor, and upon the performance of the conditions contained in the
acceplt-J offer for the purchaoe of the Bonds.
Section 14. &cbalii@ of Bonds· Any Bond, upon surrender thereof at the office
of the Agent. together with an assignment duty executed by the registered owner thereof
or his attorney or legal representative in such form as shall be satisfactory to the Agent,
may, at the option of such owner. be exchanged for an aggregate principal amount of·
Bonds equal to the principal amount of the Bond so surrendered, and of any authorized
denomination or denominations. The Issuer shall make provision for the exchange of
Bonds at the office of the Agent
Section 15. Repdralion and lmnsfel' of Bonds· The Ageot shall keep books
for the registration, and for Ula registration of transfers, Cil the Bonds as provided in this
Bond Resolution which shall at aH times be Ope!1 to inspecftior-by the Issuer. The
transfer of any BOfld may be registered onty upon such books upon surrender thereof to
the Agent together with an assignrmmt duly executed by the owner or his attorney or
legal representatiVe in such form as shall t>t.. satisfactory to the Agent Upon any ~
registration of transfer, the Issuer shaU execute and the Agent shall authenticate and
deliver in exchange for such Bond a new Bvnd or Bonds registered in the name of the
transferee, of any denomination or denominations aulhorized by this Bond Resolution,
and in an aggregate principal amount equal to the principal amount of such &>rut or
Bonds so surrenderec:i.
In all cases in which Bonds shall be exchanged, the Issuer shall e~ecute and the
Agent shall authenticate and deliver at the earliest pra~able time Bonds in
accordance with the provisions of this Bond Resolution. All Bonds iWrrendered in any
such exchange or registration of transfer shall forthwith be ~ by !he Agent The
Issuer or the Agent may make a charge for every such exchange or r~stration of
transfar of Bonds sufficient to ie!;n::Wrse it for any tax or other governmental charge
required to be paid with respect to such exchange or regiStration of transfer, but no
other c.._.arge shaR be made to any owner for the privilege of exchanging or registering
the transfe:· of Bonds under the provisions of this Bood Resokltion. Neither the Issuer
nor the Agent shall be required to make such exchange or registration of transfer of
Bonds during the fifteen (15) days immediately preceding any Interest Payment Date.
Section 16. OwnaniM> al Bcmds: Mtfttd. Daskoyed. &lion or l.osl Sands:
~BonrJs.
(a) Qwnm§hip of Boncls. The person in whose name any Bond shall be
registered shall be deemed and regarded as the absolute owner thereof for all purposes
and payment ot or on account rf the principal, and R~ Piamium, if any. of any
s1:ch Bond. and the ~rest on any such Bond, shaU be made only to or upon 1he order
of the registered owner thereof or such owner's legal representative. All such payments
shaU be valid and effectual to satisfy and discharge the liability "°-'°" such Bond.
inclUding the Redemption Premium, if any, and interest thereon to the extent of the ~um
or sumtt so pa;1.
.g.
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(b) B.Qnds MutUated. Destroyed. Stolen or Lem. In case any Bond shalt become
mutilated or be destroyed, stolen or lost. the City shall execute and deliver a new Bonds
of like maturity and principal amount as the Bond so mutilated, destroyed, stolen or lost.
.n exchange and substitution for such mutilated Bond, upon surrender and cancellation
of such mutilated Bond or in lieu of and substitution for the Bonds destroyed. stolen or
lost, upon filing with the City evidence satisfactory to the City and the Transfer Agent that
such Bond have been destroyed, stolen or lost and proof of ownership thereof, <ind
upon furnishing the City and the Transfer Agent with indemnity satisfactory to it and
complying with such other reasonable regulations as the City may prescribe and paying
such expen.$8S as 1he City may ~ncur. All Bonds so. surrendered to the Paying Agent
shall be ca11celled by it. The City shall advis1:t the Paying Agent o: the issuance of
substitute Bonds.
(c) fraparation of DefioJtiye Bonds: Temporaey Bonds. The definitive Bonds
shall be lithographed or printed on steel engraved borders. Until Uie definitive Bonds
are prepared. the City may execute. in the same manner as is provided in Section 1 ~,
and the Authenticating Agent may, in the same manner as is provided in Secti""., 12.
authenticate and deliver. in ~ieu of definitive Bonds, but subject to the same provisions.
limitations and conditiOns as th6 definitive Bonds, except as to the denominations
thereof and as lO exchangeability for registered Bonds, one or more tempor~ry Bonds.
substantially of the tefU' of the definitive Bonds in fieu of which sucn temporary Bond or
Bonds are Issued, in Bond Denomination-; alrthorized by the City, and with such
omissions. insertions and variations as may be appropriate to temporary Bonds. The
City at itS own e~se shaP prepare and execute and the Authentieating A.gent may,
upon the surrender of such temporary Bonds. tor exchange and the cancellation of such
surrendered tempOrary Bonds. wfthOut charge to the hokier thereof. authenticate and
deliver in exchange therefor, at the principal office of t:le Authenticating Agent, definitive
Bonds, of the same aggregate principal 6m0Unt an~ series and maturity as the
temporary Bonds surrendered. Until so exchanged. the temporary Bonds shall in all
respects be entitled to the same benefits and security as definitive Bonds issued
pursuant to this Resolution.
All temporary Bonds surrendered In exchange for a definiti~ Bond or Bonds
shall be forthwith cancelled by the Authenticating Agent
Section 17. Colaclon al A•n 11mams. The provisions relating to the
calculation and col'8ction of assessments set forth m Exhibit "C" hereto are hereby
incorporated herein by Vais reference.
Section i a. Cq.wwJI ID Eontrta. The Issuer hereby covenants wtth and tor
tha benefit of 1he OYJn8fS c1f the Bonds U-...;.~ it wffl Mder, and cause tc be commenced
within 150 days k>llowing 1he date of delinquency, and thereafter dHigently prosecuted.
an actioo in the superior court to kltr~ the Hen of any assessment or instaHment
thereof not paid when due. pursuant to and as provided In sections 8830 through 8835,
inclusive. of the Streets and Highways Code of Iha State of Cdfornia.
~tion 19. AdyMcM tom Bn11rva f-UOd. The lasuer shaH be the purchaser
o1 property upon which payment of an amual installment of principal and interest due
upnn an) .JI said unpaid assessments iS delinquent. In like manner In which it becomes
or may become the purchaaar of property sold for the nonpayment of generat taxes:
• •
provided, that the City hereby determines that it will not obligate itseH to advance
available surplus funds for this purpose, other than monies in the Reserve Fund. The
Issuer shall transfer from the Reserve Fur.d into the Bond Fund, as an ad-1ance
recoverable upon sale or redemption of the property, the amount of the delinquent
unpaid assessment installment upon which said sale is made. The Issuer shall also
pay a11d transfer from the Reserve Fund into the Rond Fund, as an advance recoverable
upon sate or redemption of the property, the amount of any future delinquent unpaid
assessment installments on such property pending redemption.
Section 20. Cahhl@ Bonds· Bonds maturing by their terms on or before
September 2. 1995. shall not be subject to call prio~ to their fespective fixed dates of
maturity. The Bonds maturing on or after September 2, 1996 shall, by their terms. be
subject to call and redemption, at the option of "he City, as a whole or in part. in inveri:;e
numerical order on September 2. 1995. or on any Interest Payment Date thereafter and
prior to their respective dates of maturity, at the principal amount thereof :ind accrued
interest thereon to the date of redemption. plus a Rademption Premium calculated as a
percentage of such principal-amount as follows;
Redemption Date
September 2, 1995 and March 2. 1996
September 2, 19a6 and March 2. 1997
September 2, 1997 &nd March 2. 1998
September 2, 1998 and March 2, 1999
September 2, 1999 and March 2. 2000
September 2, 2000 and March 2. 2001
Septemher 2, 2001 and therea,.,
Redet11otion Premium
3°k
2-t%
20/o
1i%
1%
i%
0%
Section 21. No1ice of caJI. Notice of iedemption of the Eonds shalt be givon to
the registered owners by registered mail at least tNrty (30) days prior to the date of cah.
No interest shaU accrue on the Bonds called for redemption after the redemption dat~
specified in said notice.
Section 22. Relunding al 8oods. The Bonds may be refunded by the Issuer
pursuant to applicable provisions of the Act upon the conditions as set forth in
appropriate proceedings therefor.
Section 23. lnpqwamllll fund. There is hereb)' created a separate fUnd to be
named the califomia Avenue Parking Assetsment Distri~ No. 86-1 Improvement Fund.
(herein called the "Improvement Fu."'ld") to be held by the Treasurer. Thi; proceeds of
sale ot 1he Bonds remaining after the transfers provided in Sections 24 and 25 shaU be
deposited i."1 ltWt Improvement Fund. Amounts .in the Fund shall be disbursed for
Issuance Costs mid the costs and expenMS of the Project. Each disbursement shalt
be based on a C841ifk".ate, e>recuted by an appr~te City official. setting forth the
portion. if any. of lhe Net Proceeds to be used for a Pnvate Business Use or to make or
finance a loAn (other ban a loan constituting a Nonpurpose Oblig•tion or an
assessment) to other than a lttate or local \}OV8mmental unit and certifying that there
has been compliance with sectic:ia 30 &nd 31 hereat relating 10 lhe Private sus;oess
Use limitation and the private loan limltation. Investment earnings and profits on
1 :nounts in the Improvement Fund shalt be transferred to tt'te Investment Earnings
. -~ 1-
• •
Account on receipt thereof. Amounts, If any, rem1:1Jning in the Improvement Fund after
payment of au Issuance Costs and costs and expenses of the Project. in full, shall, upon
receipt by the Treasurer of a certificate. executed by an appropriate City official, to the
effect that no further amounts are required to be disbursed for Issuance Costs or for
costs and expenses of the Project. be transferred into the Redemption Account, shall be
invested at a Yield not in excess of lhe Yield of the Bonds and shali be used for
redemption of the Bonds on the Interest Payment Date next succeeding the date of
transfer and the Improvement Fund shall be closed.
Section 24. 8ond fund and Radgmplion Account The Treasurer shall
establish and keep a special interest and bond foJnd to be named the California Avenue
Parking Assessment District No. 86-1, Assessment Bortds of 1987. Bend Fund, (herein
called "Bond Fund"), which shaH be maintained by~ Treasurer as a separate fund,
distinct from aJI other funds ot Che City, from which the principal of and interest on allot
the aonds shall be paid. There shat: bfi.' deJ)osited In tha Bond Fund:
(A) Forthwith upon receipt of the proceeds of the 9onds, any pr&mium
received as part of the purchase price;
(8) Any amounts determined to be appropriated and contributed by the
Issuer to the paymont of principal and interest on the Bonds;
c (C) The proceeds of any special assessments collected pursuant to
Section 17 hereof; and
(0} Any amounts required to be advanced pUJ"SUilnt to Section 19 hereof.
AJI moneys in the Bond Fund shall be used and withdrawn solely for the purposti
of paying the principal of and interest on the Bond5 as the same shall become due and
payable. All moneys contril>Uted to the payment of the Bonds and the interest thereon,
all annual assessments levied therefor, and au amounts advanced pursuant to Section
19 hereof, shan be deposited in the Bond Fund, shaft constitute a trust fund therefor, and
shall not be expended tor any Olher purpose; provided, that if a11y moneys shaft remain
in the Bond Fund after the payment ot an of the Bonds and the interest thereon, they
shall be transferred lo the maintenance fund of the Parking Assessment District and be
used for the objects and purposes thereof.
The Treasurer shaH establish and maintain a special account in the Bo11d fa.;nd
to be known as the California Avenue Parking Assessment Distri<'t No. 86-1,
A.ssessment Bonds ~ 1981, Bond Redemption Account (herein called the "R8C9mption
Account"). Any funds to be applied lO the prior redemption of Bonds, !ncluding the
amouttts provided for in Section 23, stMIM be transfened to the Redemption AcMunt and
applied to thf. prior redemption of Bonds.
SectiOn 25. 88£801B fund. The Treasurer shall e&tablish and maintain a fund
to be known as the California Avenue Parking Assessment Disttic•, No. ~1.
Assessment Bonda of 1987, Bond Reserve Fund (herein caHea the "Reserve fund").
An amnunt equal to the ReseNe Requirement shalt be deposited in the Reserve Fund
from ·.il9 proceeds of sale of the Bonds. Al' money in the Reserve Fund shall be used
and withdrawn by the Treasurer sotely for the purpose of purchaing properties as to
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• •
which any assessment installment is delinquent and replenishing the Bond Fund to an
amount equal to the Reserve Requirement in the event or any deficiency at any tim'1 in
such Fund. or for the purpose of paying the interest on or principal of or redemption
premiums, if any, on the Bonds in the event that no other money of the City is lawfully
available i.herefor, or for the retirement of all the Bonds then outstanding. So long as the
City is not in default hereunder, any amount in the Reserve Fund in excess of the
Reserve Requirement shalt, on September 2 of each year, be withdrawn from the
Reserve Fund and deposited in the maintenance fund referred to in Section 24.
Amounts in the Reserve Fund shaH be applied to the payment of the final
principal payment of and interest CJn the Bonds.
Section 26. lnmstuent of fWJds. Moneys in the Improvement Fund, Bond
Fund, and the Reserve Fund shall, whenever practicable, be invested in legal
investments for the tssuer under applicable law for the moneys held pursuant to this
Bond Resolution at the time when any of such moneys are to b · invested therein. Any
income therafrom or interest thereon shall accrue to and be deposited in the fund from
which said moneys were invested, except as otherwise provided in Section 32 hereof.
Section 27. MP ArMmga. The lssuw shall not take. nor permit nor suffer to be
taken by the Treasurer or otherwise, any action with respect to the Gross Proceeds of
the Bonds which if such action had been reasonably expected to have been taken, or
had been deliberately and intentionally taken, :.>n the Closing Date would have caused
the Bonds to be "arbitrage bon<.is .. within the meaning of section 148{a) of the Code and
the Regutations promulgated thereunder.
Section 28. Arblrage Ced#icele. On the basis of the facts, estimates and
circumstances now ir. ex:.stence and in existence on the Closing Date, a& determined by
the Treasurer, the Treasurer is authorized and directed to certify that it is not expected
that the proceeds of sakf iSsue wiU be used in a manner that would cause such
obligationt to be arbitrage bonds. Such certification shat! l.:>e delivered to the purchaser
of the Bonds at the time of delivery of and payment for the Bonds.
SecUon 29. federal Ge•....., Prohibiljon. The Issuer shall take no acticm nor
permit nor suffer any action to be taksn if the result of the same would cause the Bonds
to be "federaHy guarantAed" wiblin the meaning of section 149(b) of the Code and the
Regulatinns promulgated thereunder.
Section 30. Prtvaa 9usinaes Ose l..Jmld.j!n. The City shall assure that (I) not in
excess of ten percent (10%) of the Net Proceeds is 1JSed for Private Business Use if. in
addition, 1he payment of more than ten percent (10%) of the principal or ten percent
(10%) of the interest dua on 1he Bonds during the term thereot is, under the terms Of the
Bonds or any underlying arrangement. directfy or indirecUy, s9Cured by any interest in
property used or to be used for a Private Business Use or in payments in respect of
property used or to be used for a f>riva~e Bu!Siness Use or ~ :o be derived from
payments, wtleU\er or not to 1he Cily, in respect of property or borrowed money used or
to be used for a Private Business Use; and (Ii) and, in u19 event that both (A) in excess
of five percent (5%) of the Net Proceeds are used ior a Private Business use. and (B)
an amount in excess of fivG percent: (50/o) of the principal or fiw percent (5%) Of the
interast due on the Bonds during thA term thereof ls, under the terms of the Bonds or
·13-
• •
any underlying arrangement, diracUy or indirectly, secured by any interest in property
used or to be used for said Private Business Use or in payments in re'J>8Ct of property
used or to be used for said Prr1tate Business Use or is to be derived from payments.
whether or not to lhe City. in respect of property or borrow$"' ononey used or to be used
for said Private Business Uee. then said excess over said five percent (5%) of Net
Proceec.is used for a Prtwte Business Use shall be used for a Private Bu!itines~ Use
related to the governmental use of the Project
Section 31. priyalg 1 Mn Limlalion. The City shall assure that not in excess of
the lesser of five percent (5%) of !he Net Proceeds are used, directly or indirectly, to
make or fin;mce a loan (other than loans constituting Nonpurpose Obligations or
assessments) to persons other than state or local governmental unitS.
Section 32. eqte QI E;tms lnvet!ment Earnings to W*d Qzttee..
(a) Creation of Accounm. There are hereby created, to be held b~, the Treasurer
as separate acc0unts disti;lCt from ah other funds and accounts he•d by the Treasurer
under this ResohrtiOn. the Investment Earnings Account and the Excess lnvestrrent
Earnings Account All interest ea'llings and profits on amounts in all funds and
accounts established under this Resolution. other than (ii irterest earning~ and ;>rofits
on the Bond Fund and any other funds referenced in subsectioo (c)(5) of this Section if
such eami1"9S iJ'\ any Bond Year a!"e less than $100.000, (ii) inte'."lSt earnings and pr~
on a,nounts in funds and accounts which do not constitute Grose Proceeds. and (iii)
interest earnings and profltS on the Excess Investment Earnings Account shall, upon
receipt by the Treasurer, be deposited in tt:e Investment Earnings Acc;ount. In additiOn,
all interest earnings and profits on Groos Proceeds in funds held by the Troasurer shaH.
upon receipt, be deposited in the Investment Earnings Account. Annually, on the last
day of each Bond Year or on th3 preceding business day in the event that sur,h la~t day
is not a business day, the Treasurer shall_ tran&w from the Investment Earnings
Account to the Excess Investment Earnings Account for purpose~ ot ultimate rebate to
the Ur.ited States an amouni squal to Excess Investment Earnings, all as more
particularly described in this Section. Following the transfer referenced in the preceding
sentence. the Treasurar shall transfer all amounts remaining in the Investment Earnings
Account to the Bond Fund to be used for the payment ot Debt Servk:e on the next
Interest Payment Date.
tb) lll,dies of~ in General. The Treasurer shalt calculate Excess Investment
Eornings in accordance with subsecliOn (c) and Shall assure payment of an amount
eq•..::if to Excess Investment Earnings to the United States in accordance with
subsectioras (d) and (e).
(c) Ct!Cufation of Exc@ss !nvesllnent Earnings. Prior w Che last day of the. first
Bond Year, the Treasurer shaH calculate_lhe Excess lnveslment Ear~lings relerenced in
paragraph (I) of die definition of Excess lnvestmeP.t Earnings. Thereafter. ~k>r to the
last day of each Bond Year ~ on the date of the retirement of the Bonds, the
Treasurer shall calculate the amount of Excess Investment E3mings. Sakt calcUtations
shaff be made or caused h be made by the Treasurer if1 accordance with the following:
(1) Except as provided in (2). in determining the amount described
in paragraph (1)(A) of the deftnition of Excess mvestment Earnings. the
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aggregate amount earned on Nonpurpose Obligations shall include (i) all
incom.: realized under federal income tax accounting principles (whether
or not the persor earning such income is subject to federal income tax)
with respect to such Nonpurpose Obligations and with respect to the
reinvestment of investment receipts from such Nonpurpose Obligations
(wilhout regard to the transactton costs incurred _in acquiring, carrying,
selling or redeeming such Nonpurpose Obligations), including, but not
limited to, gain or loss realized on the dJsposition of such Nt:.41purpose
Obligations (Without regard to when such gains are taken into account
under sectiot'\ 453 of \he Code relating to taxable year of inclusion of
gross income), and income under section 1272 ot the Gode (relating to
origina~ issue disco'-.'flt) and (ii) any unrealized gain or loss as of 1he date
of retirement ot 1he BOnds in lhe event that any Nonpurpose ObfigatiOn is
retained after such da1e.
(2) In determining the amount described in paragraph (i) of the
definition of Excess Investment Earnings. Investment Property shaU be
treated as acquired for a fair market value at the time ft becomes a
Nonpurpose ObligatiOn, so that cam or loss on the disposition . of su~h.
Investment Property shall be computed wi!h reference to such fair market
value as its adjusted b3sis.
(3) In detennining the amount descnbed in '8f891'aph (i)(B) of the
definitiOn of Excess l"MtStment Earnings, the Y"tekl on the Bonds shall b.9
determin6d based on the actual Yteld of the Bond$ during the period
between the Closing Osle and the dale the ~ is made (wilh
adjustments for original issJe discount or premium). ·
(4) i.1~1he amoLl1t described in paragraph (ii) of 1he
definition of Excess Investment Earnings. all income atlributable to thr
excess described in paregra?h (i) of said definition must be taken in:o
account, whether or not Chat income _exceeds lhe Yield on the Bonds. and
nc amount may be treated as •negative arbitrage •.
(5) In determining the · amount of Excass Investment Earnings.
1hefe shall be e:'C.=tudeci any amount earned on any ru-~;.J Of account which
is uaed primarily to achieve a proper matching of r3V911U8S and Debt
Service wilhin each Bond Yeat w1d Which ls depleted al t6ut once a year
except for a r~ canyc. Jr amount not in 8#C9S8 of tt»s greater d
one year's earnings on such fund or account or one b'JeMh of aMUal Debt
~ as well as amounts earned on said ean*1gs ~ ._ gross earnings
on .~ fund or account ror the Bond Year is less 1han $100,000 ..
(d) F aymant to Ille United Stetr. The Treasurer shall pay from the Excess
~ Earnings Accour.t an amount equal to Excess bwestrn8nt Earnings to 118
United S&ates in msaat1men1s ..,, 11e first payment tc> be maae not tater lhan 11W1y (»)
days after &he end of 1he lilh Bond Year and wittl aubsequenl payments to oa made not
tater than five (5) years alar the preceding payment was dutl. The lreasurer shall
assure that each such in8alment ls in an amount equai to at '8ast 90 percent of the
Excess 1nves1ment Earnings wilt reapect to the Gross Pr«aads as of the ctose or the
-15-
• •
computation period. Nut later than sbdy (60) days after the retirement of the Bonds, the
Treasurer shall pay from the Excess ln'J9strnent Earnings Account to the United States
100 percent of the theretofore unpaid Excess Investment Earnings. In the event that
there are any amounts remaining in the Excess Investment Eamings Account following
the payment required by the preceding sentence, they may be used for any lawful
Jkarpose of the Ctty. The Treasurer shaU remit payments to the United States at the
address prescribeJ by the Regulations as the same may be in time to time in effect with
such reports and statements as may be prescribed by such Regutations. tn the event
that, for any reason. amounts in the Excess Investment Earnings Account are
insufticient to make Ulo payments to the United States which are required by thi~
subseetion {d), the TreaJUrer shan assure that such payments are made by the City to
the United States, on a timely basis. from any funds lawtuny available therefor.
(e) fur1ber Obligation of City. The Treasurer shall assure that Excess
Investment Earnings are not oaid or disi>ursed except as required in this Section. To
Ulat end the Troasurer shaR assure that investment transactions are on an arm's length
basis and that Nonpurpose Obligations are acquired at their fair market value. In the
evern that Nonpurpose Obligstior4 consist of cerlificat9S of ~ or investment
cootracts, invesb1tent in such Nonpurpose ObligationS shall be made in accordance
with 1he procedures described in applicable Regulations as from time to time in eftect
(f)' Majntenance of Records. The Treasurer ~ keep, and retain for a period d.
six (6) YE.lrS following 1he retirement of the Bonds, records of 1he deter~ made
pursuant to this section 32.
(g) lgdependant Cone••· In order to provide for the adminisbation of this
section 32, t'8 City may prOlide for the employment of independent allomeys,
accountants and consulanls compensUed on such rea·sonable basis as the City may
deem appropriate.
Section 33. loads Net a Debt The Bonds and interest lhereon shall not be a
debt of the Issuer, nor a charge. lien. or encwnbrance. legal or equitable. upon .Jty
property of the 1ssuer or upon any income or receipts Ol revenues Of the Issuer other
than as in thiS Bond ~ pn.wjded. Neither the lssUer nor any at ils olicers is to
be held otharwise ubie for the pri11cipal of or nerest on 118 ~.
Section 34. In additiOn to any amenomems mado pursuant to
Section 7(d), ~ IS9Uer may, wil10Ut lhe conse!\t of lhe Bondowners. amen!! 1his
Resok.rtion to add. madly or deleSe prO'lisions if the same is necessary or desirable. in
the opinion of Bond Coulsel. to assum the exemption ol interest on the Bonds trom
fdderal income taxaticn or to ma«e such additions. delations °' moclfications as may be
necessary to assure compliance with section 148(f) ol a. Code rW!ting to required
reba1e of Excess hwe*nent Earnings '° 1he United Sta!es.
Secti:>n 35. Del •• .,,
(a) tt the Cly st\all pay or cause to be paid, or there shall be otherWise paJci, so
1he hofdfA's of the Bonds lhen Out9landing. l'9 princrivaJ and interest and redemption
price, if any,~ become due '*8on, at the times and in l?9 manner stipulated e..ein
and in this Resolution. l'8A and in 8'at ewnt .. covenants. agreements and OCher
• •
obligations of the City to lhe Bondholders shall be discharged and satisfied. tn such
event. the Treasurer shall execute and deliver to the City all such instruments as may
be desirable to evidence such release and discharge and the Paying Agent shall pay
over or d91iver to the City an moneys or securities held by them pursuant to this Bond
Resolution which are not required for the payment or redemption of Bonds not
theretofore surrendered for such payment or redemption.
(b) Bonds or interest instar.ments for the payment or redemption of which
moneys shall then be held by the Treasurer or the Paying Agent (through deposit by the
City of funds for such payment or rederrtption or otherwise), whether at c· priOr to the
maturity or the redemption date Of such Bonds. shall be deemed to tMJve been paid
wahin the meaning and With Iha effect expressed in subsection (a) of this Ser.tion 35. All
Outstanding Bonds shali, prior to the maturity or redemption date lhereOf, be deefMd to
have be.en paid within the meaning and 'frittl the effect expressed in subsection ta) of
this Section 35 if (i) in case any of said Bonds are to be redeemed on any date prior t-::
their maturity. 1he CitY shaft ha•-c, given to the Treasurer, in form satisfactory ltl him,
irrevocaNe instruction!:i tc mail notice of redemption on said date of such Bonds. (ii)
there shall have bean deposited with lhe escrow hokier either moneys in an amount
which shaH be sufficient. or Fe-Jera.I Securities the principal of inlereSt on which wheP
due will provide moneys which. together with moneys, if ar.y. deposited 'A' •• ., and escrO>N
hokier at the same time. shall be sufficient to pay ~ due the prineiJ»I .. redemption
price. if applicable, and irMJ'est due and to become due on said Bonds on and p'ior ~
the redemption date or maturity date lhereof. as -t.he case ma)' be, and (ii) in the event
that said Bonds are not by tft9ir' terms subject to redemption within the next sue~
60 days. the City Shaft have given 1he Treasurer in for:n satisfactory to him irrevocable
inSi. :.;ciions to mail, as soon as practicable a notice to the Hoklers of such Hoods that
the depoSit required by clause fli) above has been made with the escrow hokier and
that said Bonds are deemed to have been paid in accordanr.e wHh subsection (a) of this
Seet!on 35 and stA~ such maturity or redemption dale upon which moneys are to be
avaHabl6 for 1he payment of the principal or Redemption Price. if applicable, on said
Bonds. Neither Fedew"al Securities nor moneys deposited with 1hd escrow holder
pursuant to thiS Section nor principal or interest oayments on any such Federal
Securities shall be withdrawn or used for any purpose other than. and ~ be held in
trust tor. the paym&nt of the principal or r~ price, ii applicable. and in16rest on
said Bonds: ~Gad lhat any cash received from such principal or inlerest payments
on such Federal Socurities deposited wih 1he escre>MV holcief, it not then needed for
such purpose, shaH. to the extent practicable. be t-einvested in Federal Securities
matur4ng at times and in principaJ amouPts sullicient to pay when due the principal or
redemption price, if ~. and int6rest to become due on said Bond$ on and prior
to such redemption dale or maturity date thereof, as the case may be, and interest
earned from w.:h reinvestments shaft be paid over to the City as received by the
escrow holder. tree and dear of any trust. len or pledge upon receipt by the £.scrow
hokter ot an opiniOn of counsel and written notiCe from an independent cenified public
accountant that princfpal or interest payments on such FederaJ Securities are no k>nger
need&j to pay when due the principal or redemption price, if applicabfe. and interest t.o
become due on said ~.
Sectkm 36. A1111or1J of Jm...-. AA actions mandated by this Resolution to
be ~onned by the Treasur9f may be performed by the de3ignee of thereof or sucil
other ofticia• o1 lhe lssuer or independent connctor. contractor er nstee duly
--------------------------------------~----~--~--~~~~~~~~-~ ~
• •
authorized by the Issuer to perform such action or actions in furtherance of all or a
specific portion of the requ!remen!S hereof.
Section 37. Certified eopes. The City Clerk shalt furnish a certified copy of this
Resolution to the Treasurer, to the Agent. to the City Engineer, and to the Auditor of the
County of Santa Clara.
•
The foregoing Resolution was duly and regularly adopted at a regular meeting of
the Council <>f the City of Palo Alto held on the 30tll day of March , 1987, by the
following vote:
AYES: Bechtel, Fletcher, Kleir., Levy, Patitucci, Renzel, Sutorius, Woolley
NOES: None
ABSTENTIONS: None
ABSENT: Cobb
APPROVED AS TO FORM:
Jor;es HALL HILL & WHITE
A1~Professionit.I Law Corporation
( ~-By: . ··'Ken ~-=:::::
· nt
Bond Counsel
APPROVED:
Director of Finance
APPROVED:
· Mayor
ATIE~T:
-19-
•
NUMBER A· ___ _
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF SANTA CLARA
CITY OF PALO AL TO. California
•
California Avenue Parki,.,g Assessment District N0. 86-1
Assessment Bond of 1987
INTEREST RATE MATURITY DATE BOND DATE
REGISTERED OWNER:
PRINCIPAL AMOUNT:
$ __ _
CUSIP
Under and by virtue of the Bond Ptan G. Section 13.16.150 of Chapter 13.16 of Title
13 of the Palo Alto Municipal Code (the "Act"). the City of Palo Alto. CaHornia (the "City").
will, out of the Bond Fund. as defined in Resolution No. __ providing for the issuance of
the Bonds, adopted by the Council of the City on Marc'. 30. 1;;,a1. (the "Resolution") pay to
the Registered Owner named above or registered assigns on the maturity date stated
above, in the principal amount stated above in lawful monoy of the Llnited States and in
likG manner pay interest at the rate per annum stated above. payable semiannually on
March 2 and September 2 in each year commencing March 2, 1988. This Bond bears
interest from the interest payment date next preceding rts date of authentication and
r~gistration unless it is a\lthenticated and registered (i) prior to an interest payment date
and after the close of business of the fifteenth day preceding such interest pa~1ment date,
in which event it shall bear interest from such interest payment date. or (ii) prior to tr.e
close of business on the fifteenth day of the month preceding March 2. 1968, in which
event it shall bear interest from its date. until payment of such principal sum shall have
been discharged. Both the principal hereof and 1 edemption premium hereon are payable
upon presentation and surrender hereof at the corporate agency division of Bank of
EXHIBIT A
A-1
• •
America National Trust and Savings Association, as Transfer Agent. Authenticating Agent.
Registrar and Paying Agent (the "Agent"), in San Francisco. California, and the interest
hereon is payable by check or draft mailed to the owner hereof at such owner's address
as it appears on the registration books of the Agent. or at such address as may have been
filed with the Agent for that purpose. as of fifteenth day immediately preceding each
interest payment date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF ·1HIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF WHICH SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This Bond will continue to bear interest after maturity at the rate above stated
provided riat it is presented at maturity and payment hereof is refu~ upon the sole
ground that there are not sufficient moneys in said Bond Fund with whirh tc pay -::. · · ·; ~! :t
is not presented at maturity interest hereon wilt run only until maturity.
This Bond shaU not be enfilled to any benefit under the Act or the Resof:.rtion .:>r
become valid or obligatory for any purpose, until the certificate of authentication and
registration hereon endorsed shall have been dated and signed by the Agent.
IN WITNESS WHEREOF. the City of Palo Alto has caused the Bond to be signed in
facsimile by the Director of Finance of said City and attested by its City Clerk and has
caused its corporate seal to be reproduced in facsimile hereon all as of ___ _
City Clerk
[SEAL]
CITY Of PALO ALTO,
State of California
EXHIBIT A
A·2
Director of Finance
• •
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Resolution. which has
been registered on -------
Bank of America National Trust and
Savings Association. as Transfer Agent.
Authenticating Agent, Registrar and
Paying Agent
EXHIBIT A
A·3
Authorized Officer
• •
ci--y OF p,;Lu ;,~_TC'
G.9.Jifor n1 a_ .A.v E;f1_LJ ~'-Far k,: n g A$s•:-;, s 11,.;_. :·1 t Lk_,: · ', t r-~ ,, _, ·
All capitalized terms l1erein arc useci ,•,11h \: ·e ff:>·?J):n1y-:. <bS1g1··,c·rJ tc \h._._,,,, •-:'-,
Resolution
This Bond is one ot so1eral lnnual series (;I bonds of 11"-.C: c1a.te: te:-icr arici e:'.kc:
but differing in amounts. matudties and :nterest rates 1ssuecJ bi said C1ty ~1, ,_iu the A::
and th~ Resolution !n the aggreQate principal amoi_ml of One M1!l1cn Tt~rc0 HuncJroc:
Twenty-Five Thousand Doilars (51 .325.00G; for the ~urpcse of prov1Cing rw_~;;1 1·1s for p<1y:111J
for the improvements and acqu1sit_ions descr1b2d 1n lt1e proceeci1ngs conduct•:d pl.:s•,1a:''
to Resolution of tntention No_ 6485 lthe ··Resolt.:tion of Intention": adopteci by the Cou.1c ::
on Janc.ury 20. 1986 and is secured l;y the n10:1eys 1n tnc Bo;:d Fund anc: b\ ar:·:c•''
spe,.:ial assessments made for th·J pi"lyment of sa1cf irnprov~mcnts ancJ acqu1s1t<.J11s awl
including principal and int':lrest is payable 8> ::1us1vcly G:_;t of said !und
This Bond is transferable by the registerer; 01mer r1ereof 1n person o· L)\/ t.:1e
owner's attorney duly auttionzcd in writing. at said office of the Agent. sul)JGCt to the te. m::,
and conditions '1rovided in tl1e Resoll.ition. inc!uo1ng the payment ot ccrta:n cnarges !! an/
upori surr€naer and cancellation of H1is Bond Upo•i such transfer a new registerecl Bor;rj
or Bonds. of any authorized denomination or cienorninaLons_ o! tr1e same n1aturitv and ior
the same aggregate principa! amount. ·.vii! be issued to U1e transferee :n exchange hi::;re!or
Bonds shall be registered o'lly in the name of an ind1\/1d·Ja! ,inci~:d1ng io:nt s-.,.,ne•s;_
a corporation. a partnership or a trust
Neither tile City nor the Agent shall be requ;red to make sur: t~ exchange or
registration of transfer of Bonds during the fifteen 1. 15 i days 1rnmeci ately preceding any
March 2 or September 2.
The City and the Ageni may treat the owner hereof as the absolute owner for all
purposes. and the City and the Agent shJll not be a.ffcctsd by any not:ce to t11c contrary
Bonds maturing by their terms on or before September 2_ 1995 shal: riot be sut,Ject
to call prior to their • ;srec'.1ve fixed dates of rnaturity The Bonds maturing on or aft-C)'
September 2 1996 shall. by their terms be subject ~o call and redemption eit th8 option of
the City. as a whole or in part in inverse numeric a! orde~ _ on September 2. 1995. or on
any interest date thereafter and prior to their respective dates cf maf;mty_ at ti'ic princ1:1a:
a.mount thereof and accrued interest thereon to the date of redemption. plus a 1 sclem~t1cr:
premi~m. calcula~ed as a percentage of such principal arnount as loliows
EXHIBIT A
A-4
r, ~ •
,_,
EXHiB ,-;-I·\
,\ :
' ' I·,,
•
LEGAL ()PINION
I hereby certify that Hie following is a correct copy ot the signed legal opinion of
Jones Hail Hiil & White A Professional Law Corpora:ion. San Francisco. California.
addressed to the City of Palo Alto and on file in my ott1c0. dated the date of delivery of and
payment !or the Bonds therein oescribed
C:ty Clerk
OPl~.iuN: $1.325.000 City of Pa!c Alto. Cali1omia. California Avenue Parking
Ass_ess11ent Q~~t~i~t No. 86-1. Assessment Bonds of 198? _______ _
Members of the Council.
\/Ve have acted cis Bond Counsel in connection with the issuance by the City of
~ aio Alto. California 1: ,, "Issuer" i of $1.325.000. California AvE:1iUe Parking As~ess:ment
D1si,·:-:::! No. 86-1. Asse:ssment Bonds ct 1987. dated April 23. 1987. (the "Bonds'') issued
purf•Jant to '::iection 1 :,.16 150 ~Bond Plan G) of Chapter 1 3.16 of Title 1 ;j of the Palo A!to
Municipal Code (the "Act"). Resolution of !ntentlon No. 6485 of the Issuer adopted January
20. 1986 and Resolution No ___ . providing for the tssuance of the Bonds. adopted March
31. 1 gs-(the "Resolution"). We have exaniinc-j the law and such r:ertified proceedings
and other papers as vH? deem necessary to render this opinion
A5 to questions of tact malerial to our opinion we have relied upon representations
cf the Issuer contained in the Resolution and in the certified proceedings and other
certifications of public ofticia!s furnished to us. without undertaking to veriiy such facts by
in0ependent investigation.
Based upon our examin?1ion. we are of the opinion. as of the date hereof. that:
1. The Issuer is a municipal corporation and chartered City. duly organized and
validly existing under its Charter ar.J the Constitution ar.d the laws of the State of
California
2. The Bonds cons+itute valid and binding speci2I ob!ioations of the Issuer
enforceable in accordance with their terms.
3. l!-.e Bonds are secured by the special assessments levied upon thE: lands
benefited by the improvements acquired and or constructed with the proceeds of the
Bonds and by the moneys in the Bond Fund. as defined and estabiished pursuant to the
Resolution Principal of i'l.nd int'3rest on the Bonds are payable exclusively out of said
fur.d. The annual a.sse!:>sments lev.zd for the payment of the Bonds are collected on ths
tax roll on which ~-eneral taxes on real property are collected.
EXHIBIT A
A-6
• •
4. Under existing laws. regulations. rulings and judicial decisions. and assumir.g
compliance with the provisions of the Resolution designed to meet the requirements of
section 148(f) (relating generally to reqi;ired rebate of excess investment earnings to the
United States of America) of the Internal Revenue Code of 1986. as amended. and
regulations thereunder (the "Code"), the interest on the Bonds is exempt from income
taxation by the United States of America: provided, however, that (iJ in the case of
corporations subject to the alternative minimum tax described in section 55 of the Code,
said interest is includable in ad1usted net book income and adjusted currttnt earnings for
purposes of adjustments to alternative minimum taxable income under ~ections 56(f) and
56(g), respe-::tively, of the Code: (ii) in the case of corporations s1Jbject to the
environmental tax described in section 59A of the Code, said inter~st is includat>le in
adjusted net book income and adjusted current ear.lings under sections 56(f) and 56(g).
respectively, of the Code for the purpose of daterminins modified alternative minimum
taxable income uncier section 59A(b) of the Code; and (iii) in the case of foreign
corporations subject to the branch profits tax imposed upon the dividend equivalent
amount as described in section 884 of the Cocie, said ir.teres\ is includable in the dividend
equivalent amount to the extent that it is effective!~· connected with the conduct of a Umted
States trade or business.
5. Interest ,;,,n the Bonds is exempt from California personal income taxation.
For the purpose of rendering the opinion set forth in paragraph 4 above, we have
assumed compliance by the Issuer with requirements of the Internal Revenue Code of
1986 that must be met subsequent to the issuance of the Bonds in order that interest
thereon be and remain excluded from gross income for federal income tax purposes.
Failure to comply with $uch requirements could cause the interest on the Bonds to be so
inc~uded in gross income retroactive to the date of issuance of lt'.e Bonds. The Issuer has
covenanted to compl;: with such requirements.
The rights of the owners of the Bonds and the ef"'forceabilit)' thereof may be subject
to bankruptcy, insolvency. moratorium and other similar taws affecting creditors' rights
heretofore or hereafter enacted and tf"air enforcement may be subject to the exercise of
judicial discretion in accordance with general principles of equity.
Respectfully submitted,
A Professional Law Corporation
EXHIBIT A
A·7
• •
ABBREVIATIONS
The following abbreviations. when used i~ the inscript.Jn on the face of this Bc..1d,
shall be construed as though they were written out in full according to applicable laws or
regulations
TEN COM
TEN ENT
J7 TF.N
-as tenants in common
· as tenants by the entireties
-as joint tenants with right of
survivorship and not as tenants in common
UNIF G•FT MIN ACT -Custodian
(Gust} (Minor)
under Uniform Gifts to Minors
Act _____ _
(State)
Additional abbreviations may also be used though not in the above list.
EXHIBIT A
A-8
• •
ASSIGNMENT
For value received the undersigned do(es) hereby sell. assign and trar.sfer unto
the within-mentioned Bond and hereby irrevocably constitute(s) and appoint(s) ____ _
attorney, to transfer the same on the books of the Bank ot America National Trust and
Savings Associat!or1, as Transfer Agent. Authenticating Agent. Registrar a.nd Paying Agent,
with full power of substitution the prE' mises.
Dated: _____ _
Signature Guaranteed
NOTICE: Signaturc(s) must be
guaranteed by a member firm or the New
York Stock Exchange or a commercial
bank or trust company.
NOTICE: fhe signature to this
assignment must correspond with the
name as it appears upon the face of the
within Bond in every particular. without
alteration or enlargement or any change
whatsoever.
EXHIBIT A
A-9
• •
EXHIBIT B
CITY OF PALO AL TO. California
California Avenue Parking Assessment District No. 86-1
ASSESSMENT BONGS OF 1987
MATURITY DATE
(September 2)
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
PRINC!PAL
AMOUNT
$35.000
35.000
40.000
40.000
45,0GO
45,000
50,000
50,000
55,000
60.000
65,000
65,000
70,000
75,000
85,000
90.00G
95.000
100,000
i 10,000
115.000
EXHIBI r B
; • •
EXHIBIT C
PROVISIONS RELATING TO THE
CALCULATION AND COLLECTION OF ASSESSMENTS
The following provisions shall apply to the annual calculation. levy, ar.J collection of
assessments by the City of Palo Alto (the "City") with respect to the Parking Assessment
District. as defined in Section s of the within Resolution:
1. Nontaxable Property Exemption. Sa!d CoL:ncil has declared tt.~t all public
streets. highways. lanes and alleys and other publicly owned and otherwise nontaxable
property wJithin said Parking Assessment District shall be omitted from the annual benefit
assessments her~after to be made to pay principal and interest on me BonJs.
2. Plan G Bonds. The Bonds to represent the balance of the total cost ot the
parking improvements to be financed b~· the Parking Assessment District. shall be issued
pursuant to Bond Plan G. Section 13. 16.150 of Chapter 13.16 of Title 13 ot tha Palo Alto
Municipal Code, as herein provided.
3. Ctty Obligation. The City has the power and it is the auty of !he City to levy
a"nual assessments on an taxable lands and improvements within the Parking
Assessment District of a sufficient amount to pay the principal of and interest on any of the
Bonds, which i:ower and Juty is hereby declared to be ine>dlaustible in nature and
unlimited as to rate or amount.
4. r:'rntributions. The Council may annually. at or prior to the time the levy of
assessments is made, or at such other time as it shall determine. transfer to the Bond
Fund, from available funds, such amount or amounts as it shalt determine.
5. Annual Budget. The Director of Finance shall ar1nually cause to be prepared a
budget for the Bonds which shall include the toll owing:
(A) The gross amount required to pay the principal o1 and interest or1 tlle
Bonds which will becone payable before the proceeds of the next succeeding
assessment levy hereunder shaJI become available therefor.
(B) The balance available therefor at the end of the fiscal year in the Bond
Fund.
(C) The amount of contributions. if any. which the City proposes to make to
the Bond Fund ror the fisc.al year for which an annual assessment is to be levietJ.
which amount shall be provided in the City budget for the fiscal year for which an
annual &$Sessment is to be levied.
EXHIBIT C
C-1
•
~ -
• •
(D) The ~ctlance of the amount provided in subdivision (A).
6. Catculation ot Assessment. The amount provided in subparagraph (D) of
Paragraph 5, including adequate provision for anticipated delinquencies. shall be raised
by an annual assessment on all taxable lands and improvements within the Parking
Assessment District as herein provided. until aH of the Bonds and the interest to accrue
thereon have been paid in full. Each annual assessment shaH be calculated in
il\;Ci>idance with tt'8 formula established in the proceedings had pursuant to said
Resolution of Intention (the •Prrceedings Fonnuta•). Said formula and its application shall
be as set forth in the Enginenr's Report heretofore approved in said proceedings and
which Report is on file in the office of the City Clerk of the City. Said Proceedings Formula
as set forth in said Engineer's Report is hereby incorporated herein by this reference as H
fully set for1h herein.
7. Pres>aration of Engineer's Report Annually, on or before July 1 of each year.
the City Engineer shall prepare a report containing data surficient to aCow each owner of
property wttrun tt.e Parking Assessment District to identify his or her property, the method
of computatiOn of the assessment ~sed upon said Proceedings Fonnula, and the
estimated amount of proposed annual assessment upon said pcrC61 of land.
8. Successiye Annual R8QOl1.S. The original report and each successive annual
report s~ll be noticed for hearing before the Council. and heard, amended. alered,
modn;ed, corrected and confirmed as provided in Section 13.16.150 ol Chapter 13.16 of
Title 13 of said Code.
9. Annual Asse§$JD90I Leyy. The total of each annual assessment. determined as
contained '-1 said Jeport as confifmed, shaH be kMed and collected upon the last
equalized secured and utility tax rolls upon which general City taxes are c:oMected. It shall
be in addition to au other taxes Jevied for general City purposes, and shall be levied.
computed, entered and colecled together with and not separa1e from general City taxes.
and enforced in the same manner and by the same persons and at the same time. and
with the same penalties and intarest. as are 01her l8XeS for City purposes, and all laws
applicable to the leVy, coledior'a and enforcement of '8Xes for City purposes are hereby
made appticable to said special assessment levy. and &he assessed real property. if sold
for taxes. shal be subjecl to redemption in the sall1e ma.rww as such real property is
redeemed from the sale for general City taxes r.1-.d if not redeemed shall in like manner
pass to the purchaser. The foregoing remedies shall be in addition to lhe covenant
contained in Section 18 of the within Resolution..
. EXHtBIT C
C-2