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Home My WebLink AboutRESO 8976Resolution No. 8976 Resolution of the Council of the City of Palo Alto Authorizing the Issuance and Sale of Water Revenue Bonds, Approving Indenture of Trust, Official Notice of Sale, Notice of Intention to Sell and Official Statement, and Authorizing Official Actions Related Thereto The Council ofthe City of Palo Alto does RESOLVE as follows: SECTION 1. Authority. The City is a chartered city and municipal corporation organized and existing under the constitution and laws of the State of California, and is duly ------.empowered-as-a-chartered-city-to-exercise-the-powers-reser¥ed-to-it-under-said-constitution-with-.----- respect to municipal affairs. SECTION 2. Utility Systems. As an exercise of such powers, the City has heretofore adopted the provisions of Chapter 12.28 (commencing with Section 12.28.010) ofthe Palo Alto Municipal Code (the "Law") which authorize the City, when the public interest and necessity require, by resolution, to issue its revenue bonds for the purpose of financing or refinancing the acquisition, construction, extension or improvement of any utility enterprise -system or facility of the City. SECTION 3. Bonds Proposed. The City, after due investigation and deliberation, has detennined that it is in the public interest of the City at this time to authorize the issuance of its revenue bonds (the "Bonds") under the Law, to (i) finance certain improvements to the City's water system (the "Water System"), (ii) establish a debt service reserve fund for the Bonds, and (iii) pay certain costs of issuing the Bonds. SECTION 4. Bond Sale Documents. Quint & Thimmig, LLP, as disclosure counsel to the City ("Disclosure Counsel") has prepared and submitted to the City a preliminary ========efficial=Statement:::relating=to=the=Burrds,-a=copy-=of.=which=is=un=fil-e=-with=th~=eity---elerk,=for===== distribution to municipal bond broker-dealers, banking institutions and members of the general public who may be interested in purchasing the Bonds, and Jones Hall, A Professional Law Corporation, as bond counsel to the City ("Bond Counsel"), has prepared an official notice of sale of the Bonds (the "Official Notice of Sale") a copy of which is on file with the City Clerk, and a notice of intention to sell the Bonds (the "Notice of Intention"), a copy of which is on file with the City Clerk, for publication as herein provided. SECTION 5. Authorization of Sale. The Bonds may be issued as tax-exempt bonds ("Tax-Exempt Bonds"), as taxable Qualified Direct Payment Build America Bonds under the provisions of the American Recovery and Reinvestment Act of 2009 ("Taxable Build America Bonds") or as a combination of Tax-Exempt Bonds and Taxable Build America Bonds, if recommended by Stone & Youngberg LLC, the City's financial advisor (the "Financial 1 090805 syn 6050912 Advisor"), as being the most cost-effective method of issuing the Bonds, so long as such recommendation is agreed to by the Administrative Services Director of the City. The Director of Administrative Services is hereby authorized to select a time and date at which bids will be received for the purchase of the Bonds as described in and subject to the terms and conditions of the Official Notice of Sale. The Director of Administrative Services is hereby authorized to award the sale of the Bonds to the bidder whose responsive bid for the Bonds results in the lowest true interest cost to the City, to be determined in accordance with the Official Notice of Sale; provided that the term of the Bonds shall not exceed 30 years, the true interest cost of the Tax-Exempt Bonds shall not exceed 6%, the true interest cost of the Taxable Build America Bonds (after taking into account any refundable credits received by the City as a result of issuance of the Taxable Build America Bonds) shall not exceed 6%, and the discount on the Bonds shall not exceed 1.5%. The principal amount of the Tax-Exempt Bonds shall not exceed $35,500,000 and the principal amount of the Taxable Build America Bonds shall not exceed $37,500,000, which principal amounts may be decreased before the giving of notice of --~the-sale-ofthe-Bonds-as-herein~rovided-and-the,}ocuments-referenced~in-Seetion-4-hereQf~shal1-~~-~~~~~~~~~~~.--- . ~~revised accordingly. SECTION 6. Notice of Intention. The Director of Administrative Services of the City is authorized and directed to cause to be published the Notice of Intention in substantially the form on file with the City Clerk once in The Bond Buyer, in accordance with Section 53692 of the California Government Code. SECTION 7. Indenture of Trust. The Bonds shall be issued pursuant to an Indenture of Trust dated as of October 1, 2009 (the "Indenture"), by and between the City and U.S. Bank National Association, as trustee (the "Trustee"). As provided in the Indenture, the Bonds shall be secured by the Net Revenues (as that term is defined in the Indenture) of the Water System. The Indenture, in substantially the form on file with the City Clerk, is hereby approved, and the Mayor, the City Manager and the Director of Administrative Services (each, an "Authorized Official") are hereby separately authorized to execute the Indenture when finalized, following the sale of the Bonds, and the City Clerk is hereby authorized and directed to attest said Authorized Official's signature. SEer-leN 8. efficiaFStatement. llie-preliminary-0fficiaFStatement-oescrioing-tne=:::::=-~ Bonds, in substantially the form submitted to the Council, is hereby approved, subject to whatever additions, deletions and corrections may be deemed advisable by the Authorized Official upon consultation with Disclosure Counsel, the Financial Advisor, Bond Counsel and the City Attorney. The Authorized Official is hereby separately authorized and directed, upon consultation with the Financial Advisor, Disclosure Counsel, Bond Counsel and the City Attorney, to approve such changes to the preliminary Official Statement as shall be necessary to cause such preliminary Official Statement to be brought into the form of a final Official Statement, and the Authorized Official is hereby authorized and directed to execute and deliver copies of the final Official Statement to the purchaser of the Bonds, at the time of delivery of the Bonds. 2 090805 syn 6050912 The Council hereby approves, and hereby deems nearly final within the meaning of Ru1e 15c2-12 of the Securities Exchange Act of 1934 (the "Rule"), the preliminary Official Statement. The Authorized Official is hereby authorized to execute an appropriate certificate stating the Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of the Rule. SECTION 9. Distribution of Official Statement and Official Notice of Sale. The Financial Advisor is hereby authorized and directed to cause copies of the preliminary Official Statement to be printed and mailed to prospective bidders for the Bonds, together with copies of the Official Notice of Sale, which Official Notice of Sale, in substantially the form on file with the City Clerk, is hereby approved. SECTION 10. Preparation of Bonds. The Director of Administrative Services is directed to cause the Bonds to be prepared in accordance with the provisions of the Indenture of Trust approved in Section 7 and to cause their execution by the proper officers of the City and .... authtmticatmn-by1he~stee-anu-tu--'cause-the-Bonds-to-be-delivered-when-so-executed-and-............ ---~ au.thenti(;at~d to . or. on behalf of the purchaser or purchasers thereof, upon the receipt of the purchase price therefor. SECTION 11. Execution of Documents. The Mayor, Vice Mayor, City Manager, City Clerk, Director of Administrative Services, Director of Utilities, Director of Public Works, City Attorney and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to execute and deliver any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of the Bonds to the original purchaser thereof. II II II II II II II II II 3 090805 syn 6050912 INTRODUCED AND PASSED: JULY 27, 2009 AYES: BARTON, BURT, DREKMEIER, ESPINOSA, KISHIMOTO, KLEIN, MORTON, YEH NOES: ABSENT: SCHMID ABSTENTIONS: APPROVED: Mayor APPROVED AS TO FORM: • fh.v,(;/ Ov. &A'~ Deputy Ci Attorney JONES HALL, A Professional Law Corporation flt~ Director Bond Counsel ========================================================================= ...... -............... -- 4 090803 syn 6050912