HomeMy WebLinkAboutRESO 8051RESOLUTION NO. 8051
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALO ALTO
AUTHORIZING ISSUANCE OF LIMITED OBLIGATION IMPROVEMENT BONDS
University Avenue Area Off-Street Parking Assessment District
Adopted May 14, 2001
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS; GENERAL
Section 1. 01. DEFINITIONS ................................................ 2
Section 1. 02. UNPAID ASSESSMENTS ......................................... 9
Section 1. 03. EQUAL SECURITY ............................................ 10
ARTICLE II
THE BONDS
Section 2.01. BONDS AUTHORIZED .......................................... 11
Section 2.02. TERMS OF BONDS ............................................ 11
Section 2.03. REDEMPTION ................................................ 12
Section 2.04. FORM OF BONDS ............................................. 14
Section 2.05. EXECUTION AND AUTHENTICATION OF BONDS ..................... 14
Section 2.06. TRANSFER OR EXCHANGE OF BONDS ............................. 14
Section 2.07. BOND REGISTER ............................................. 15
Section 2.08. TEMPORARY BONDS ........................................... 15
Section 2.09. BONDS MUTILATED, LOST, DESTROYED OR STOLEN ................ 15
Section 2.10. BOOK-ENTRY ONLY SYSTEM .................................... 16
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. ISSUANCE AND SALE OF BONDS ................................ 18
Section 3.02. PREPARATION AND DELIVERY OF BONDS ......................... 18
Section 3. 03 . OFFICIAL STATEMENT ........................................ 18
Section 3. 04. VALIDITY OF BONDS ......................................... 19
Section 3.05. PLEDGE OF ASSESSMENTS AND FUNDS ........................... 19
Section 3. 06. LIMITED OBLIGATIONS ....................................... 19
Sec:ti>.on 3. 07. NO ACCELERATION ........................................... 19
Section 3. 08. REFUNDING OF BONDS ........................................ 20
Section 3. 09. AUTHORITIES ............................................... 20
Section 3.10. CONTINUING DISCLOSURE DOCUMENT(S) ........................ 20
Section 3 .11. ACTIONS APPROVED .......................................... 20
Section 3.12. PARITY BONDS .............................................. 21
ARTICLE IV
FUNDS AND ACCOUNTS
Section 4.01. APPLICATION OF PROCEEDS OF SALE OF BONDS .................. 23
Section 4.02. COSTS OF ISSUANCE FUND .................................... 23
Section 4. 03. REDEMPTION FUND ........................................... 23
Section 4. 04. RESERVE FUND .............................................. 24
Section 4. 05. ESCROW FUND ............................................... 26
Section 4. 06. IMPROVEMENT FUND .......................................... 26
ARTICLE V
COVENANTS
Section 5.01. COLLECTION OF ASSESSMENTS ................................. 27
Section 5. 02. FORECLOSURE ............................................... 28
Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS ............... 28
Section 5.04. NO PRIORITY FOR ADDITIONAL OBLIGATIONS .................... 28
Section 5. 05. FURTHER ASSURANCES ........................................ 29
Section 5.06. PRIVATE ACTIVITY BOND LIMITATION .......................... 29
Section 5.07. FEDERAL GUARANTEE PROHIBITION ............................. 29
Section 5. 08. NO ARBITRAGE .............................................. 29
Section 5. 09. REBATE REQUIREMENT ........................................ 29
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Section 5.10. YIELD OF THE BONDS ........................................ 29
Section 5.11. AMENDMENT ................................................. 29
Section 5.12. MAINTENANCE OF TAX-EXEMPTION .............................. 30
Section 5.13. CONTINUING DISCLOSURE ..................................... 30
ARTICLE VI
INVESTMENT OF FUNDS
Section 6.01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS ................. 31
Section 6.02. ACQUISITION, DISPOSITION AND VALUATION OF INVESTMENTS ..... 32
Section 6. 03. LIABILITY OF CITY ......................................... 32
Section 6.04. EMPLOYMENT OF AGENTS BY CITY .............................. 33
ARTICLE VII
MODIFICATION OR AMENDMENT
Section 7. 01. AMENDMENTS PERMITTED ...................................... 34
Section 7. 02. OWNERS' MEETINGS .......................................... 34
Section 7.03. PROCEDURE FOR AMENDMENT WITH WRITTEN CONSENT OF OWNERS .... 35
Section 7.04. DISQUALIFIED BONDS ........................................ 36
Section 7.05. EFFECT OF SUPPLEMENTAL RESOLUTION ......................... 36
Section 7.06. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED AFTER
AMENDMENT. . ............................................... 3 6
Section 7.07. AMENDATORY ENDORSEMENT OF BONDS ........................... 36
ARTICLE VIII
MISCELLANEOUS
Section 8. 01. BENEFITS OF AGREEMENT LIMITED TO PARITIES ................. 37
Section 8.02. SUCCESSOR AND PREDECESSOR ................................. 37
Section 8.03. DISCHARGE OF RESOLUTION ................................... 37
Section 8.04. EXECUTION OF DOCUMENTS AND PROOF OF OWNERSHIP ............. 38
Section 8.05. WAIVER OF PERSONAL LIABILITY .............................. 38
Section 8.06. NOTICES AND DEMANDS ....................................... 3 8
Section 8.07. PARTIAL INVALIDITY. . ...................................... 3 8
Section 8.08. UNCLAIMED MONEYS. . .............................. ~ ......... 3 9
Secti:on 8.09. APPLICABLE LAW. . .......................................... 3 9
Secti:on 8.10. CONFLICT WITH ACT ......................................... 3 9
Section 8 .11. CONCLUSIVE EVIDENCE OF REGULARITY; VALIDITY ............... 39
Section 8.12. PAYMENT ON BUSINESS DAY. . ................................. 3 9
Section 8.13. REPEAL OF INCONSISTENT RESOLUTIONS ........................ 39
Section 8.14. AUTHORITY OF FINANCE DIRECTOR ............................. 39
Section 8.15. CERTIFIED COPIES .......................................... 40
Section 8.16. EFFECTIVE DATE OF THE RESOLUTION .......................... 40
* * * * * * * * * * *
EXHIBIT A
EXHIBIT B
TERMS AND CONDITIONS
FORM OF BOND
ii
The City Council (the "Council")
(the "City"), County of Santa Clara
California, resolves as follows:
of the City of
(the "County") ,
Palo Alto
State of
WHEREAS, on January 22, 2001, this Council adopted its
Resolution No. 8034, "A Resolution of the City Council of the City
of Palo Alto of Intention to Make Acquisitions and Improvements,"
(the "Resolution of Intention") under the Municipal Improvement
Act of 1913, Division 12 of the Streets and Highways Code of
California, as amended and modi ed by other applicable laws
(collectively, the "Act") to initiate proceedings under the Act in
and for the City's University Avenue Area Off-Street Parking
Assessment District (the "Assessment District");
WHEREAS, by the Resolution of Intention, the Council provided
that improvement bonds as more particularly described herein (the
"Bonds") would be issued thereunder and reference to the
Resolution of Intention is hereby expressly made for further
particulars;
WHEREAS, this Council has completed its proceedings under the
Resolution of Intention for the levy of assessments, has caused
all recordings and filings to be completed in accordance with the
requirements in and for the Assessment District and by the
adoption of this Resolution intends to provide for the issuance of
the ;Bonds ; and
WHEREAS, this Council now intends to provide for the issuance
of t'he Bonds upon the security of a the unpaid assessments, all as
hereinafter provided.
NOW, THEREFORE BE :IT RESOLVED by the Council of the City of
Palo Alto as follows:
ART:ICLE :I
DEF:IN:IT:IONS; GENERAL
Section 1.01. DEFINITIONS. Unless the context otherwise
requires, the terms defined in this Section shall, for all
purposes of this Resolution and of any Supplemental Resolution and
of the Bonds and of any certif opinion, request or other
document herein mentioned, have the meanings herein specified.
All references in this Resolution to "Articles," "Sections," and
other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Resolution; and the words "herein,,, hereof,,,
"hereunder" and other words of similar import refer to this
Resolution as a whole and not to any particular Article, Section
or subdivi on hereof. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine
and neuter genders. Unless the context shall otherwise indicate,
words importing the singular number shall include the ural
number and versa, and words importing persons shall include
corporations and associations, including public bodies, as well as
natural persons.
"Act" means the Municipal Improvement Act of
12 of the Streets and Highways Code of California,
modified by other applicable laws
1913, Divis ion
as amended and
"Agent" means U.S. Bank Trust National Association designated
in Section 2. 01 hereof to perform the duties of authentication,
registration, transfer and payment of the Bonds and the Agent's
assigns or any corporation or association which may at any time be
substituted in the Agent, s place.
"Assessment or Assessments" means the unpaid amounts of the
special assessments levied against all taxable real property
within the boundaries of the Assessment District pursuant to the
Act and the proceedings of the Council under the Resolution of
Intention, for the purpose of paying Debt Service on the Bonds
under the Bond Law.
"Auditor" means the auditor/controller or
the County, or such other official of the
responsible for preparing real property tax bills.
tax collector
County who
of
is
"Authorized Officer" means the Mayor, City Manager, Finance
Director, of Public Works, City Engineer, City Clerk,
City Attorney or any other officer or employee authorized by the
City Council of the City or by an Authorized Officer to undertake
the action referenced in this Resolution as required to be
undertaken by an Authorized Officer.
"Available Surplus Funds" means any surplus moneys held by
the City at the end of each Fiscal Year in excess of the amounts
required to pay lawful municipal obligations incurred in that
Fiscal Year.
"Bond" or "Bonds " means "Limited Obligation
Bonds, City of Palo Alto, University Avenue Area
Parking Assessment District, Series 2001-A" issued
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Improvement
Off-Street
under this
Resolution and the Act, and at any time Outstanding in
substantially the form in Exhibit B attached.
"Bond Date" means the dated date of the Bonds specified in
Exhibit A attached hereto and made a part hereof.
"Bond Denomination" means the amount of $5,000 or any
integral multiple thereof, which is the minimum amount in which
the Bonds may be issued, except that one Bond may contain any odd
amount.
"Bond Law" means the Improvement Bond Act of 1915, Division
10 of the California Streets and Highways Code.
"Bond Purchase Agreement"
City and the Original Purchaser
Bonds.
means the agreement between the
for the sale and purchase of the
"Bond Register" means the books maintained by the Agent
pursuant to Section 2.07 for the registration and transfer of
ownership of the Bonds.
"Bond Year" means the twelve-month period beginning on
September 2 in each year and ending on the day prior to September
2 in the following year except that (i) the first Bond Year shall
begin on the Closing Date and end on the day prior to the next
September 2, and (ii) the last Bond Year may end on a prior
redemption date.
"Business Day" means any day other than ( i)
Sunday or (ii) a day on which banking institutions
which the Agent has its Principal Office are
obli,gated by law or executive order to be closed.
a Saturday or a
in the state in
authorized or
"Capitalized Interest Account" means the account of that name
within the Redemption Fund.
"City" means the City of Palo Alto a municipal corporation
and chartered city of the State of California duly organized and
validly existing under and by virtue of the Constitution and the
laws of the State of California.
"City Attorney" means the duly appointed or retained attorney
or firm of attorneys to the City for purposes of rendering advice
in the conduct of its general municipal affairs.
"City Manager" means the City Manager or the Assistant City
Manager of the City.
"Clerk" means the City Clerk of the City or Deputy City Clerk
or designee thereof.
"Closing Date" means the date upon which there is an exchange
of any of the Bonds for the proceeds representing the purchase
price of such Bonds by the Original Purchaser thereof.
"Continuing Disclosure Certificate" means any such
certificate provided under Section 5.13 hereof.
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"Costs of Issuance" means all expenses incurred in connection
with the authorization, issuance, sale and delivery of the Bonds,
including but not limited to compensation, fees and expenses of
the City and the Agent and their respective counsel, compensation
to any financial consultants, engineers, accountants, verification
agents, and underwriters (other than those taken as discount on
the Closing Date), legal fees and expenses, filing and recording
costs, costs of preparation and reproduction of notice of sale
documents and other related bond issuance costs, rating agency
costs, costs of compliance with the Tax Code relating to any
rebate to the United States and continuing disclosures and the
costs of printing, mailing and publication of notices with respect
to the City.
"Costs of Issuance Fund" means the fund designated "City of
Palo Alto, Limited Obligation Improvement Bonds, University Avenue
Area Off-Street Parking Assessment Di ct , Series 2001-A, Costs
of Issuance Fund established under Section 4.02 hereof.
"Council" means the City Council as the legislative body of
the City.
"County"
California.
means the County of Santa Clara, State of
"Debt Service" means, for each Bond Year, the sum of ( i) the
interest due on the Outstanding Bonds in such Bond Year, assuming
that the Outstanding Bonds are retired as scheduled, and ( ii) the
principal amount of the Outstanding Bonds and the Sinking Fund
Payments due in such Bond Year.
".Depository or Securities Depositories" means The Depository
Trust Company, 711 Stewart Avenue, Garden City, New York 11530,
Fax (516) 227-4171 or 4190; Philadelphia Depository Trust
Company, Reorganization Division, 1900 Market Street,
Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax
(215) 496-5058; and, in accordance with then current guidelines
of the Securities and Exchange Commission, such other addresses
and/or such other securities depositories as the City may
designate in an Officer's Certificate delivered to the Agent
"D'I'C" means the Depository Trust Company, New York, New York
and its successors and assigns.
"Escrow Agreement" means the Escrow Agreement dated as of the
Closing Date, by and between the City and the Escrow Holder, by
which the Escrow Fund is established and administered.
"Escrow Fund" means the fund designated "Limited Obligation
Improvement Bonds, City of Palo Alto, University Avenue Area Off-
Street Parking Assessment District, Series 2001-A, Prior Bonds
Escrow Fund established and administered under Section 4. 05
hereof.
"Escrow Holder" means the Agent acting as Escrow Holder under
the Escrow Agreement.
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"Fair Market. Value" means the price at which a willing buyer
would purchase the investment from a willing seller in a bona
fide, arm's length transaction (determined as of the date the
contract to purchase or sell the investment becomes binding) if
the investment is traded on an established securities market
(within the meaning of section 1273 of the Tax Code) and,
otherwise, the term "Fair Market Value" means the acquisition
price in a bona fide arm's length transaction (as referenced
above) if (i) the investment is a certificate of deposit that is
acquired in accordance with applicable regulations under the Tax
Code, ( ii) the investment is an agreement with specifical
negotiated withdrawal or reinvestment provisions and a
specifically negotiated interest rate (for example, a guaranteed
investment contract, a forward supply contract or other investment
agreement) that is acquired in accordance with applicable
regulations under the Tax Code, (iii) the investment is a United
States Treasury Securi State and Local Government Series that
is acquired in accordance with applicable regulations of the
United States Bureau of Public Debt, or (iv) any commingled
investment fund in which the City and related parties do not own
more than a ten percent (10%) beneficial interest if the return
paid by such fund is without regard to the source of the
investment.
"Federal Securities" means any of the following which at the
time of investment are legal investments under the laws of the
State for the moneys proposed to be invested therein:
(a) direct general obligations of the United States of
America (including obligations issued or held in book entry
form on the books of the Department of the Treasury of the
United States of America); and
(b) obligations of any department, agency or
instrumentality of the United States of America the timely
payment of principal of and interest on which are
unconditionally and fully guaranteed by the United States of
America.
"Finance Director" means the Director of Administrative
Services or chief financial officer of the City or designee
thereof, including any deputy thereof or assistant thereto.
"Fiscal Year" means the period commencing on July 1 of each
year and ending on the next succeeding June 30.
"Improvement. Fund" means the fund designated "City of Palo
Alto, Limited Obligation Improvement Bonds, University Avenue Area
Off-Street Parking Assessment District, Series 2001-A "established
under Section 4.06 hereof.
"Information Services" means Financial Information, Inc.'s
"Daily Called Bond Service," 30 Montgomery Street, 10th Floor,
Jersey City, New Jersey 07302, Attention: Editor; Kenny
Information Services' Called Bond Service, 55 Broad Street, 28th
Floor, New York, New York 10004; Moody's Investors Service
Municipal and Government," 99 Church Street, New York, New York
10007, Attention: Municipal News Reports; Standard & Poor's
5
Corporation "Called Bond Record," 25 Broadway, 3rd Floor, New
York, New York 10004; and, in accordance with then current
guidelines of the Securities and Exchange Commission, such other
addresses and/or such services providing information with respect
to called bonds as the City may designate in an Officer's
Certificate delivered to the Agent.
"Interest Payment Date" means each date upon which interest
on the Bonds is payable semiannually on each March 2 and September
2 until maturity and beginning on March 2, 2002.
"1989 Bonds or Prior Bonds" means City of Palo
University Avenue Area Off-Street Parking Assessment Bonds,
Refunding and Improvement Bonds (Lot J Refunding and
Alto,
1989
250
University Avenue Acquisition} dated as of December 1, 1989
issued in the original principal amount of $6,420,000.
"O££icer's
similar document
the City.
Certificate" means a written certi f
executed by an Authorized Officer on behalf
and
or
of
"Original Purchaser" means the first purchaser of the Bonds
from the City.
"Outstanding," when used as of any particular time with
,reference to Bonds, means all Bonds theretofore executed, issued
and delivered by the City and authenticated by the Agent under
this Resolution except:
{a} Bonds theretofore canceled by the Agent or
surrendered to the Agent for cancellation;
( b} Bonds paid or deemed to have been paid within the
meaning of Section 2.03; and
( c} Bonds in lieu of or in substitution for which other
Bonds shall have been executed, issued and delivered by the
City pursuant to this Resolution or any Supplemental
Resolution.
"OW'l'ler" or "Registered OW'l'ler, " when used with respect to any
Outstanding Bond, means the person in whose name the ownership of
such Bond shall be registered on the Bond Regi.ster.
"Participating Underwriter" means an underwriter or purchaser
of the Bonds under the Continuing Disclosure Certificate.
"Parity Bonds" means bonds issued on a parity with the Bonds
under Section 3 .12 hereof.
"Permitted Investments" means the
extent that the same are acquired at
(a} Federal Securities;
following, but only to the
Market Value:
{b) securities {other than those identified in
paragraphs (a} and (d) of Section 53601 of the Government
Code of the State} in which the ty may legally invest funds
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subject to its control, pursuant to
with Section 53600, of Chapter 4 of Part
Title 5 of the Government Code of the
hereafter amended;
cle 1, commencing
1 of Division 2 of
State, as now or
(c) shares in a California common law trust established
pursuant to Title 1, Division 7, Chapter 5 of the California
Government Code which invests exclusively in investments
permitted by Section 53635 of Title 5, Division 2, Chapter 4
of the California Government Code, as may be amended,
including but not limited to the California Asset Management
Program (CAMP) ;
(d) the Local Agency Investment Fund of the
California, created pursuant to Section 16429.1
California Government Code, to the extent the
Director is authorized to register such investment
City's name;
State of
of the
Finance
in the
(e) investment agreements or guaranteed investment
contracts, with or guaranteed by a financial entity whose
long-term unsecured obligations are rated "AA" or better by
Moody's Investor 1 s Service ("Moody's) and Standard and Poor's
Ratings Group ( "S&P") I and whose short term debt is rated no
lower than the corresponding level of rating category for
such debt and such agreement or contract shall provide that
the financial entity shall deposit collateral with a third
party in accordance with teria established by Moody's and
S&P in the event that the rating of short or long-term debt
of the entity is downgraded below then-current requirements
of Moody's and S&P for such agreements or contracts;
(f) money market funds which are rated Am or better by
S&P;
(g) any of the following direct or indirect obligations
of the following agencies of the United States of America:
(i) direct obligations of the Export-Import Bank; (ii)
certificates of benefic ownership issued by the Farmers
Home Administration; (iii) participation certificates issued
by the General Services Administration; (iv) mortgage-backed
bonds or pass-through obligations issued and guaranteed by
the Government National Mortgage Association, the Federal
National Mortgage Association I the Federal Home Loan Mortgage
Corporation or the Federal Housing Administration; (v)
project notes issued by the United States Department of
Housing and Urban Development; and (vi) public housing notes
and bonds guaranteed by the United States of America;
(h) interest-bearing demand or time deposits (including
certificates of deposit) in federal or state chartered
savings and loan associations or in federal or State of
California banks (including the Agent), provided that (i) the
unsecured short-term obligations of such commerc bank or
savings and loan association shall be rated A1 or better by
S&P, or (ii) such demand or time deposits shall be fully
insured by the Federal Deposit Insurance Corporation;
7
(i) commercial paper rated in the highest short term
rating category by S&P, issued by corporations which are
organized and operating within the United States of ca,
and which matures not more than 180 days following the date
of investment therein;
(j) bankers acceptances, consisting of bills of
exchange or time drafts drawn on and accepted by a commerc
bank whose short-term obligations are rated in the highest
short-term rating category by S&P, which mature not more than
270 days following the date of investment therein;
(k) obligations the interest on which is excludable
from gross income pursuant to Section 103 of the Tax Code and
which are rated A or better by S&P.
"Prepayment Account" means the account of that name within
the Redemption Fund.
"Principal Amount" means the maximum aggregate principal
amount of the Bonds as forth in Exhibit A.
"Principal Office" means the office of the Agent in San
Francisco, California, or such other office as shall be designated
by the Agent in writing to the City, or such other office of the
Agent designated by the Agent for payment, transfer or exchange of
the Bonds.
"Prior Bonds" means the 1989 Bonds and the 1977 Bonds.
"Prior Bonds Resolution" means Resolution No. 6840 adopted by
the 'Council on November 27, 1989 for the 1989 Bonds, by which the
.1989 Bonds were authorized and issued.
"Project" means, collectively, the
improvements funded with all or a portion of
Bonds.
acquisitions and
the proceeds of the
"Reassessment or Assessments" means the unpaid amounts of the
special Assessments levied against all taxable real property
within the boundaries of the Assessment District pursuant to the
Act and the proceedings of the Council under the Resolution of
Intention, for the purpose of paying Debt Service on the Bonds
under the Bond Law.
"Record Date" means, with respect to the Bonds, the fifteenth
(15th) day of the calendar month immediately preceding an Interest
Payment Date, whether or not a Business Day.
"Redemption Fund" means the fund designated "City of Palo
Alto, Limited Obligation Improvement Bonds, University Avenue Area
Off-Street Parking Assessment District , Series 2001-A, Redemption
Fund" established under Section 4.03 hereof.
"Redemption Premium" means the percentage of the principal
amount of the Bonds payable upon redemption of the Bonds, as set
forth in Exhibit A hereto.
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"Reserve Fund" means the fund designated "City of Palo Alto,
Limited Obligation Refunding Improvement Bond, University Avenue
Area Off Street Parking Assessment District , Series 2001-A,
Reserve Fund" established under Section 4. 04 hereof.
"Reserve Requirement" means as of any date of calculation, an
amount not to exceed the lesser of (a) Maximum Annual Debt Service
on the Outstanding Bonds or (b) ten percent (10%) of the total of
the proceeds of the Bonds deposited under Section 4.01 hereof.
"Resolution" or "Resolution of Issuance" means this
Resolution, as originally adopted or as it may from time to time
be supplemented, modified or amended by any Supplemental
Resolution pursuant to the provisions hereof.
"Resolution of Intention" means Resolution
Resolution of the City Council of the City of
Intention to Make Acquisitions and Improvements,"
Council on January 22, 2001.
No. 8034 "A
Palo Alto of
adopted by the
"Sinking Fund Payments'' means amounts specified in Section
2.03 hereof to be paid by the City with respect to any term Bonds,
as they may be adjusted pursuant to that Section.
"State" means the State of California.
"Supplemental Resolution" means any resolution, agreement,
resolution or other instrument hereafter duly adopted or executed
by ·the City in accordance with the provisions of this Resolution.
"Tax Code" means the Internal Revenue Code of 1986 as in
ef.fect on the date of issuance of the Bonds or (except as
otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Bonds, together
wibh applicable proposed, temporary and final regulations
promulgated, and applicable official public guidance published,
under the Tax Code.
"Term Bonds" means those Bonds identified as Term Bonds in
Exhibit A.
"Treasurer" means the
treasurer, or the deputy or
may be the Finance Director.
official
designee
who is
thereof,
the elected City
or which offic
Section 1.02. UNPAID ASSESSMENTS. The Assessments are as
shown on the list of unpaid Assessments on file with the Finance
Director which list is hereby approved and which is incorporated
herein by this reference and made a part hereof. For a particular
description of the lots or parcels of land bearing the respective
assessment numbers set forth in the list, reference is hereby made
to the assessment and to the diagram, and any amendments thereto,
recorded in the office of the officer of the City who is the
Superintendent of Streets of the City after confirmation thereof
by the Council. To the extent that any bonds are not issued
hereunder upon the security of a portion of the Assessments, this
Council hereby expressly reserves jurisdiction to issue additional
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bonds upon the security of such Assessments at such time (s) and
upon such conditions as may be expressly provided by this Council.
Section 1.03. EQUAL SBCURI'l'Y. In consideration of the
acceptance of the Bonds by the Owners thereof, this Reso-lution
shall be deemed to be and shall constitute a contract between the
City and the Owners from time to time of the Bonds; and the
covenants and agreements herein set forth to be performed on
behalf of the City shall be for the equal and proportionate
benefit, ty and protection of all Owners of the Bonds
without preference, priority or distinction as to security or
otherwise of any of the Bonds over any of the others by reason of
the number or date thereof or the time of sale, execution or
delivery thereof, or otherwise for any cause whatsoever, except as
expressly provided therein or herein.
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ARTJ:CLE J:J:
THE BONDS
Section 2.01. BONDS AOTHORJ:ZED. All acts, conditions and
things required by law to exist, happen and be performed precedent
to and in the issuance of the Bonds have existed, happened and
been performed in due time1 form and manner as required by law 1
and the Council is now authorized pursuant to each and every
requirement of law to issue the Bonds in the manner and form as
provided in this Resolution. The Bonds in the Principal Amount
are hereby authorized and will be issued as serial and/or term
bonds as set forth in Exhibit A hereto. The Agent, at the
Prine Office1 is hereby designated as the Agent to perform the
actions and duties required under this Resolution for the
authentication, transfer/ registration, and payment of the Bonds.
Section 2.02. TERMS OF BONDS.
(A) Denominations. The Bonds shall be issued as fully
registered Bonds without coupons the Bond Denomination or any
integral multiple thereof, except that the first maturity may
contain any odd amount. Bonds shall be lettered and numbered in a
customary manner as determined by the Agent.
(B) Date of Bonds. The Bonds shall be dated the Bond Date.
(C) COSJ:P. "CUSIP" identification numbers shall be imprinted
on the Bonds, but such numbers shall not constitute a part of the
contract evidenced by the Bonds and any error or omission with
respect thereto shall not constitute cause for refusal of any
purchaser to accept delivery of and pay for the Bonds. Fai of
the City or the Agent to use such CUSIP numbers in any not to
Owners shall not constitute an event of default or any violation
of the City's contract with such Owners and shall not impair the
effectiveness of any such notice.
(D) Series and Maturities. The Bonds shall
series and mature and become payable on September
and shall bear interest at the rates per annum all
Exhibit B hereto and hereby made a part hereof.
consist of the
2 of each year
as set forth in
(E) J:nterest. The Bonds shall bear interest at
forth above payable on the Interest Payment Dates
Interest shall be calculated on the basis of a
composed of twelve 30-day months. Each Bond shall
from the Interest Payment Date next preceding
authentication and registration thereof unless it is
and registered (i) prior to an Interest Payment Date
close of business of the Record Date, which event
interest from such Interest Payment Date, or ( ii)
close of business on the Record Date preceding the
Payment Date1 in which event it shall bear interest
Date.
the rates set
in each year.
360-day year
bear interest
the date of
authenticated
and after the
it shall bear
prior to the
first Interest
from the Dated
(F) Method of Payment. Both the principal of and interest
and premium (if any) on the Bonds shall be payable in lawful money
of the United States of America. Interest on the Bonds (including
-11
the final interest payment upon maturity or earlier redemption) is
payable by check of the Agent mailed by first class mail to the
registered Owner thereof at such registered Owner's address as it
appears on the registration books maintained by the Agent at the
close of business on the Record Date preceding the Interest
Payment Date, or by wire transfer made on such Interest Payment
Date upon written instructions of any Owner of $1, 000, 000 or more
in aggregate principal amount of Bonds delivered to the Agent
prior to the applicable Record Date. The principal of the Bonds
and any premium on the Bonds are payable in lawful money of the
United States of America upon surrender of the Bonds at the
Principal Office of the Agent. All Bonds paid by the Agent
pursuant this Section shall be canceled by the Agent. The Agent
shall destroy the canceled Bonds and, upon request of the City,
issue a certificate of destruction of such Bonds to the City.
Section 2.03. REDEMPTION.
(A) General.
( i) Bond Law Redemption. Each Outstanding Bond, or any
portion of the principal thereof, in the principal amount of
$5,000 or any integral multiple thereof, may be redeemed and paid
in advance of maturity on any Interest Payment Date in any year
by giving at least 30 days written notice to the Owner thereof by
registered or certified mail or by personal service and by paying
"the principal amount thereof together with the Redemption Premium
thereon plus interest to the date of redemption, unless sooner
surrendered, in which event said interest will be paid to the date
of payment, all in the manner and as provided the Bond Law.
The provisions of Part 11.1 of the Bond Law are applicable to
the advance payment of Assessments and to the calling of the
Bonds. The Agent shall select Bonds for redemption in such a way
that the ratio of Outstanding Bonds to issued Bonds shall be
approximately the same in each annual series insofar as possible
(i.e. on a pro-rata basis among maturities of the Bonds). Within
each annual maturity, the Agent shall select Bonds for retirement
by lot.
( i i) Mandatory Sinking Fund Redemption. The Term Bonds shall also
be subject to mandatory redemption in part by lot, from Sinking
Fund Payments made by the City from the Bond Fund at a
redemption price equal to the principal amount thereof to be
redeemed, without premium, in the aggregate respective principal
amounts , all as set forth in the table in Exhibit A; provided,
however, if some but not all of the Term Bonds of a given maturity
have been redeemed pursuant to subsections ( i) and ( ii) above the
total amount of all future Sinking Fund Payments relating to such
maturity shall be reduced by the aggregate principal amount of
Term Bonds of such maturity so redeemed, to be allocated among
such Sinking Fund Payments on a pro rata basis in integral
multiples of $5, 000 as determined by the Fiscal Agent, notice of
which determination shall be given by the Fiscal Agent to the
City.
-12 -
(B) Notice to Agent. In the event it is transmitting moneys
for deposit in the Prepayment Account of the Redemption Fund, the
City shall give the Agent written notice of the aggregate amount
of Bonds expected to be redeemed pursuant to subsection (A) not
less than forty five ( 45) days prior to the applicable redemption
date.
(C) Redemption Procedure by Agent. The Agent shall select
Bonds for retirement in such a way that the ratio of Outstanding
Bonds to issued Bonds shall be approximately the same in each
annual series insofar as possible. Within each annual series the
Agent shall select Bonds for retirement by lot. rrhe Agent shall
cause written notice of any redemption to be given by registered
or certified mail or by personal service to the respective
registered Owners of any Bonds designated for redemption, at their
addresses appearing on the Bond Register in the Principal Office
of the Agent at least 30 days before the applicable Interest
Payment Date. The Agent shall also cause notice of redemption to
be sent to the Securities Depositories and to one or more of the
Information Services at least one day earlier than the giving of
notice to the Owners as aforesaid; provided, however, such mailing
to the Securities Depositories and Information Services shall not
be a condition precedent to such redemption. Failure to so mail
any notice of redemption, or of any person or entity to receive
any such notice, or any defect in any notice of redemption, shall
not affect the validity of the proceeding for the redemption of
such Bonds.
Such notice shall state the redemption date and the
redemption price and, if less than all of the then Outstanding
Bonds are to be called for redemption, shall designate the CUSIP
numbers (if applicable) and Bond numbers of the Bonds to be
redeemed by giving the individual CUSIP number and Bond number of
each Bond to be redeemed or shall state that all Bonds between two
s'tated Bond numbers, both inclusive, are to be redeemed or that
all of the Bonds of one or more maturities have been called for
redemption, shall state as to any Bond called in part the
principal amount thereof to be redeemed, and shall require that
such Bonds be then surrendered at the Principal Off of the
Agent for redemption at the said redemption price, and shall state
that further interest on such Bonds, or the portion thereof to be
redeemed, will not accrue from and after the redemption date.
Upon the
redeemed, each
purpose shall,
identifying, by
the proceeds of
payment of the redemption price of Bonds being
check or other transfer of funds issued for such
to the extent practicable, bear the CUSIP number
issue and maturity, the Bonds being redeemed with
such check or other transfer.
Upon surrender of Bonds redeemed in part only, the City shall
execute and the Agent shall authenticate and deliver to the
registered Owner, at the expense of the City, a new Bond or Bonds,
of the same series and maturity, of authorized denominations in
aggregate principal amount equal to the unredeemed portion of the
Bond or Bonds .
(D) Effect of Redemption. From and after the date fixed for
redemption, if funds available for the payment of the princ
-13
of, and interest and any premium on, the Bonds so called for
redemption shall have been deposited in the Redemption Fund on the
date fixed for redemption, such Bonds so called shall cease to be
entitled to any benefit under this Resolution other than the right
to receive payment of the redemption price, and no interest shall
accrue thereon on or after the redemption date specified in such
notice. All Bonds redeemed by the Agent pursuant to this Section
2. 03 shall be canceled by the Agent. The Agent shall destroy the
canceled Bonds and, upon request of the Authority, issue a
certif of destruction of such Bonds to the City.
Section 2.04. FORM OF BONDS. The Bonds, the form of Agent's
certificate of authentication, and the form of assignment to
appear thereon, shall be substantially in the respective form set
forth in Exhibit B attached hereto and by this reference
incorporated herein, with necessary or appropriate variations, as
permit ted or required.
Section 2.05. EXECUTXON AND AUTHENTXCATXON OF BONDS. The
Bonds shall be executed in the name and on behalf of the City with
the manual or facsimile signatures of the Treasurer and attested
by the manual or facsimile signature of the Clerk. The Bonds
shall then be delivered to the Agent for authentication. In case
any officer who shall have signed any of the Bonds shall cease to
be such officer before the Bonds so signed shall have been
authenticated or delivered by the Agent or issued by the City,
such Bonds may nevertheless be authenticated, delivered and issued.
and, upon such authentication, delivery and issue, shall be as
binding upon the City as though the individual who signed the same
had continued to be such officer of the City. Also, any Bond may
be signed on behalf of the City by any individual who on the
actual date of the execution of such Bond shall be the proper
.of.ficer although on the nominal date of such Bond such individual
shall not have been such officer.
Only such of the Bonds as shall bear thereon a certificate of
authentication in substantially the form set forth in Exhibit C,
manually executed by the Agent, shall be valid or obligatory for
any purpose or ~nti tled to the benefits of this Resolution, and
such certificate of the Agent shall be conclusive dence that
the Bonds so authenticated have been duly authenticated and
delivered hereunder and are entitled to the benefits of this
Resolution. The Agent's certificate of authentication on any
Bonds shall be deemed to be executed by it if signed by the Agent
or by an authorized of cer or signatory of the Agent, but it
shall not be necessary that the same officer or signatory sign the
certificate of authentication on all of the Bonds issued
hereunder.
Section 2.06. TRANSFER OR EXCHANGE OF BONDS. Any Bond may, in
accordance with its terms, be transferred upon the Bond Register
by the registered Owner, person or by such Owner's duly
authorized attorney, upon surrender of such Bond for cancellation,
accompanied by deli very of a written instrument of transfer in a
form approved by the Agent, duly executed. Whenever any Bond
shall be surrendered for transfer, the Agent shall thereupon
authenticate and deliver to the transferee a new Bond or Bonds of
like tenor, maturity and aggregate principal amount. Bonds may be
-14 -
exchanged at the Principal Office of the Agent, for Bonds of the
same tenor and maturity and of other authorized denominations. No
Bonds the notice of redemption of which has been given under
Section 2. 03 shall be subject to transfer or exchange pursuant to
this Section. Neither the City nor the Agent shall be required to
make such exchange or registration or transfer of Bonds on or
after the Record Date or after a Bond has been selected for
redemption. For any transfer or exchange under this Section, the
City and the Agent may require the payment of a reasonable fee to
cover the costs and expenses of the City and the Agent.
Section 2. 07. BOND REGISTER. The Agent will keep or cause to
be kept at its Principal Office a sufficient Bond Register for the
registration and transfer of the Bonds, which shall at all times
during regular business hours be open to inspection by the City;
and, upon presentation for such purpose, the Agent shall, under
such reasonable regulations as it may prescribe, register or
transfer or cause to be registered or transferred, on the Bond
Register, Bonds as provided in this Resolution.
Section 2.08. TEMPORARY BONDS. The Bonds may be issued
initially temporary form exchangeable for definitive Bonds when
ready for delivery. The temporary Bonds may be printed,
lithographed or typewritten, shall be of such denominations as may
be determined by the Council and may contain such reference to any
of the provisions of this Resolution as may be appropriate. Every
t.emporary Bond shall be executed by the officers designated and in
the manner provided in Section 2. 05 hereof and be registered and
authenticated by the Agent upon the same conditions and in
substantially the same manner as the definitive Bonds. If the
City issues temporary Bonds, it will execute and furnish
definitive Bonds without delay, and thereupon the temporary Bonds
may be surrendered, for cancellation, in exchange therefor at the
Pr.incipal Office of the Agent, and the Agent shall authenticate
and deliver in exchange for such temporary Bonds an equal
aggregate principal amount of definitive Bonds of authorized
denominations. Until so exchanged, the temporary Bonds shall be
entitled to the same benefits under this Resolution as definitive
Bonds authenticated and delivered hereunder.
Section 2. 09. BONDS MUTILATED, LOST, DESTROYED OR STOLEN. If
any Bond shall become mutilated, the Agent shall thereupon
authenticate and deliver, a new (Bond of like maturity and
principal amount in exchange and substitution for the Bond so
mutilated, but only upon surrender to the Agent of the Bond so
mutilated. Every mutilate d Bond so surrendered to the Agent
shall be canceled by it and delivered to, or upon the order of,
the City. If any Bond issued hereunder shall be lost, destroyed
or stolen, evidence of such loss, destruction or theft may be
submitted to the City and the Agent and, if such evidence be
satisfactory to them and indemnity satisfactory to them shall be
given, the Agent shall thereupon authenticate and deliver, a new
Bond of like maturity and principal amount in lieu of and in
substitution for the Bond so lost, destroyed or stolen (or if any
such Bond shall have matured or shall have been called for
redemption, instead of issuing a substitute Bond the Agent may pay
the same without surrender thereof upon receipt of indemnity
satisfactory to the Agent) . The City and the Agent may require
-15 -
payment of a reasonable fee for each new Bond issued under this
Section and of the expenses which may be incurred by the City and
the Agent. Any Bond sued under the provisions of this Section
in lieu of any Bond alleged to be lost, destroyed or stolen shall
constitute an original contractual obligation on the part of the
City whether or not the Bond alleged to be lost, destroyed or
stolen be at any time enforceable by anyone, and shall be equally
and proportionately entitled to the benefits of this Resolution
with all other Bonds secured by this Resolution and any
Supplemental Resolution.
Section 2.10. BOOK-ENTRY ONLY SYSTEM. DTC shall act as the
initial Depository for the Bonds. One Bond for each maturity of
the Bonds shall be initially executed, authenticated, and
delivered as set forth herein with a separate fully registered
certificate (in print or typewritten form). Upon initial
execution, authentication, and delivery, the ownership of the
Bonds shall be registered in the Bond Register kept by the Agent
for the Bonds in the name of Cede & Co., as nominee of DTC or such
nominee as DTC shall appoint in writing.
The Authorized Officers of the City and the Agent are hereby
authorized to take any and all actions as may be necessary and not
inconsistent with this Resolution to qualify the Bonds for the
Depository's book-entry system, including the execution of the
Depository's required representation letter.
With respect to Bonds registered in the Bond Register in the
name of Cede & Co. , as nominee of DTC, neither the City nor the
Agent shall have any responsibility or obligation to any broker-
dealer, bank, or other financial institution for which DTC holds
Bonds as Depository from time to time (the "DTC Participants '1 ) or
to any person for which a DTC Participant acquires an interest in
the Bonds (the "Beneficial Owners") . Without limiting the
immediately preceding sentence/ neither the City nor the Agent
shall have any responsibility or obligation with respect to ( i)
the accuracy of the records of DTC, Cede & Co.1 or any DTC
Participant with respect to any ownership interest in the Bonds,
(ii) the delivery to any DTC Participant, any Beneficial Owner/ or
any other person, other than DTC, of any notice with respect to
the Bonds, including any Bonds to be redeemed in the event the
City elect to redeem the Bonds I in part, (iii) the selection by
the Depository of the beneficial interests in the Bonds to be
redeemed in the event the City elects to redeem the Bonds in part I
(iv) the payments to any DTC Participant, any Beneficial Owner/ or
any person, other than DTC, of any amount with respect to the
principal of or interest on the Bonds, or (v) any consent given or
other action taken by the Depository as Owner of the Bonds.
Except as set forth above, the City and the Agent may treat
as and deem DTC to be the absolute Owner of each Bond, for which
DTC is acting as Depository for the purpose of payment of the
principal or and interest on such Bonds, for the purpose of giving
notices of prepayment and other matters with respect to such
Bonds I for the purpose of registering transfers with respect to
such Bonds I and for all purposes whatsoever. The Agent on behalf
of the City shall pay all principal of and interest on the Bonds
only to or upon the order of the Owners as shown on the Bond
16 -
Register, and all such payments shall be valid and effective to
fully satisfy and discharge all obligations with respect to the
principal of and interest on the Bonds to the extent of the sums
or sums so paid.
No person other than an Owner, as shown on the Bond Register,
shall receive a physical Bond. Upon delivery by DTC to the City
and the Agent of written notice to the effect the DTC has
determined to substitute a new nominee in place of Cede & Co., and
subject to the transfer provisions in Section 2.06 hereof,
references to "Cede & Co." in this Section 2 .15 shall refer to
such new nominee of DTC.
DTC may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the
City and to the Agent during any time that the Bonds are
Outstanding, and discharging its responsibilities with respect
thereto under applicable law. The City may terminate the services
of DTC with respect to the Bonds if it determines that DTC is
unable to discharge its responsibilities with respect to the Bonds
or that continuation of the system of book-entry transfer through
DTC is not in the best interest of the Beneficial Owners, and the
City shall mail notice of such termination to the Agent.
Upon termination of the services of DTC as provided in the
previous paragraph, and if no substitute Depository willing to
undertake the functions hereunder can be found which is willing
and above to undertake such functions upon reasonable or customary
terms, or if the City determines that it is in the best interest
if the Beneficial Owners of the Bonds that they be able to obtain
ce~ti fied Bonds, the Bonds shall no longer be restricted to being
registered in the Bond Register of the Agent in the name of Cede &
Co., as nominee of DTC, but may be registered in whatever name or
. names the Owners shall designate at that time, in accordance with
Section 2. 06.
To the extent that the Bond Owners as designated as the
transferee by the Owners, in accordance with Section 2.10, the
Bonds will be delivered to such Beneficial Owners.
17 -
Section 3. 01.
of this Resolution,
ARTJ:CLE J:J:J:
:ISSUANCE OF BONDS
:ISSUANCE AND SALE OF BONDS. After the adoption
the Bonds shall be sold as follows:
(A) Sale. The Bonds shall be offered for sale pursuant
to the terms contained in the Official Notices of Sale and sold to
the highest, best, responsible bidder according to the provisions
of the Official Notice of Sale, on the date and at the hour
specified in the Official Notice of Sale and the offices of Stone
& Youngberg LLC, San Francisco, California, is hereby fixed as the
place 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. Provisions shall be made for cancellation
postponement or rescheduling of the sale in the Official Notice of
Sale.
(B) Notice. The Authorized Officer is hereby
authorized and directed to cause notice of sale of the Bonds by
publication of a notice substantially in the form contained in
Exhibit C hereto: (i) in The Palo Alto Weekly, a newspaper of
general circulation printed and published within the City, once a
week for two successive weeks, with the first publication at least
.fourteen (14) days before the date of sale as aforesaid; and (ii)
in the Bond Buyer, a financial newspaper of statewide circulation,
one time, which publication shall occur at least fifteen (15) days
before such date of sale.
(C) Award. Not later than the hour of 5:00o'clock p.m.
(Pacific Daylight Time) on the day of receipt of bids, the Finance
Director (or any other Authorized Officer) is hereby authorized
and directed to accept, on behalf of the City, the best responsive
bid ( s) for the Bonds, provided that such bid shall provide: ( i) a
Principal Amount of not to exceed $9,360,000; (ii) a true interest
cost of not to exceed eight percent (8%) per annum and the price
paid for the Bonds shall not be less than 97% par value thereof,
or to reject all bids. If such true interest cost and price are
acceptable, the Finance Director is hereby authorized and
directed to complete and execute Certificate of Award,
substantially in the form contained in Exhibit C hereto and to
provide completed and executed copies thereof to the successful
bidder, the Clerk and the City.
Section 3.02. PREPARATION AND DELJ:VERY OF BONDS. The Finance
tor shall be, and is hereby, directed to cause the Bonds to
be prepared, executed, registered and to be delivered to the
Original Purchaser upon the City's receipt of the purchase price
therefor and upon the Original Purchaser's performance of the
conditions imposed by the City. The Agent is hereby authorized to
deliver the Bonds to the Original Purchaser, upon receipt of a
written request of the City indicating compliance with the terms
of the sale of the Bonds to the satisfaction of the City.
Section 3.03. OFFJ:CJ:AL STATEMENT. The Council hereby approves
the Official Statement describing the financing for the Bonds, in
substantially the form on file with the City Clerk together with
18
any changes therein or additions thereto deemed advisable by the
Authorized Officer. The Council approves and authorizes the
distribution by the Original Purchaser (as Underwriter) of the
Official Statement to prospective purchasers of the Bonds, and
authorizes and directs the Authorized Officer on behalf of the
City to deem "finaL'' pursuant to Rule 15c2-12 under the
Securi t Exchange Act of 1934 (the "Rule") , the Official
Statement prior to its distribution to prospective purchasers of
the Bonds (the Official Statement, as so deemed final, being
referred to as the "Preliminary Official Statement"}. The
execution of the final Official Statement, which
shall include such changes and additions to the Preliminary
Official Statement as may be permitted by the Rule and deemed
advisable by the Authorized Officer and such information permitted
to be excluded from the Preliminary Official Statement pursuant to
the Rule (the "Official Statement"}, shall be conclusive evidence
of the approval of the Official Statement by the ty.
Section 3. 04. VALJ:DJ:TY OF BONDS. The validity of the
authorization and issuance of the Bonds shall not be dependent
upon the completion of the Project or upon the performance by any
person or such person's obligation with respect to the Project.
Section 3.05. PLEDGE OF ASSESSMENTS AND FUNDS. The Bonds
shall be secured by a first pledge (which pledge shall be effected
in 'the manner and to the extent herein provided} of all of the
Assessments and all moneys deposited in the Redemption Fund (and
the Capitalized Interest Account and the Prepayment Account
·therein) and the Reserve Fund. The Assessments and all moneys
deposited into said funds (except as otherwise provided herein)
are hereby dedicated to the payment of the principal of (including
any Sinking Fund Payments), and interest and any premium on, the
·Bonds as provided herein and in the Bond Law until all of the
Bonds have been paid and retired or until moneys or Federal
Securities have been set aside irrevocably for that purpose in
under Section 8.03 hereof.
Section 3.06. LJ:MJ:TED OBLJ:GATJ:ONS. All obligations of the
City under this Resolution and the Bonds shall not be general
obligations of the City, but shall be limited obligations, payable
solely from the Assessments and the funds pledged therefore
hereunder. Neither the faith and credit of the City nor of the
State of California or any political subdivision thereof is
pledged to the payment of the Bonds. The Bonds are "Limited
Obligation Improvement Bonds" under the Bond Law and are payable
solely from and secured solely by the Assessments and as provided
in Section 3.05 herein. Notwithstanding any other provision of
this Resolution, the City is not obligated to advance available
surplus funds from the ty treasury to cure any deficiency the
Redemption Fund; provided, however, the City is not prevented, in
its sole discretion, from so advancing funds.
Section
shall not be
Section 3 . 05
redemption of
3. 07. NO ACCELERATJ:ON. The principal of the Bonds
subject to acceleration hereunder. Nothing in s
shall in any way prohibit the prepayment or
Bonds under Section 2. 03 hereof, or the defeasance
-19 -
of the Bonds and discharge of this Resolution under Section 8. 03
hereof.
Section 3. 08. REFUNDING OF BONDS. The Bonds may be refunded
by the City pursuant to Divisions 11 or 11.5 of the California
Streets and Highways Code upon the conditions as set forth in
appropriate proceedings therefor. This Section shall not apply to
or in any manner limit advancement of the maturity of any of the
Bonds as provided in Parts 8, 9, 11, or 11.1 of the Bond Law, nor
shall this Section 3.06 apply to or in any manner limit the
redemption and payment of any Bond pursuant to subsequent
proceedings providing for the payment of amounts to eliminate
previously imposed fixed 1 assessments, including the
Assessments.
Section 3.09. AUTHORITIES. The Authorized Officers are hereby
authorized and directed to cause the various documents herein
mentioned, including the Escrow Agreement, to be completed and
executed with such changes, modifications, deletions or additions
as may be approval by the Authorized Officer in consultation with
the City's staff and consultants with respect to these
reassessment proceedings, such approval to be conclusively
evidenced by the execution of the such documents by the Authorized
Officer. The foregoing authorization is expressly conditioned
upon the satisfaction of the condi ons set forth in Section 3. 02
(C;) hereof. The Clerk is authorized to complete and to approve
changes in any provisions of this Resolution and Exhibit A hereto
in order to accomplish the delivery of any of the Bonds on
schedulei such changes may be accomplished by attachment of a
certificate, executed by the Clerk, to this Resolution on file in
the office of the Clerk.
Section 3 .10. CONTINUING DISCLOSURE DOCUMENT(S). The Council
hereby approves the forms of the City's Continuing Disclosure
Certificate and the Owner's Continuing Disclosure Certificate with
respect to the Bonds in substantially the forms thereof attached
to the Preliminary Official Statement. The Authorized Officer is
hereby authorized and directed to complete and execute the
Certificate on behalf of the City with such changes, additions,
deletions as may be approved by the Authorized Officer in
consultation with the City's bond counsel.
Section 3 .11. ACTIONS APPROVED. All actions heretofore taken
by the officers and agents of the City with respect to the
establishment of the Assessment District and the sale and issuance
of the Bonds are hereby approved, confirmed and fied, and the
Authorized Officers of the City are hereby authorized and directed
to do any and all things and take any and all actions and execute
any and all ficates, agreements, contracts, and other
documents, which they, or any of them, may deem necessary or
advisable in order to consummate the lawful issuance and deli very
of the Bonds in accordance with this resolution and any
certificate/ agreement, contract, and other document described in
the documents herein approved. The Authorized Officers are
further authorized and directed to complete Exhibit A hereto and
make such changes 1 amendments and corrections to this resolution
-20 -
as may be required to provide for the timely issuance, sale and
delivery of the Bonds and to certify to such actions, as required.
Section 3 .12. PARITY BONDS. In addition to the Bonds, the
City may issue Parity Bonds in such principal amount as shall be
determined by the City, under a Supplemental Agreement entered
into by the City and the Fiscal Agent. The City may issue such
Parity Bonds subject to the following specific conditions
precedent:
(A) Compliance.
covenants set forth
Resolutions;
The City
in this
shall be in compliance with all
Resolution and all Supplemental
(B) Same Dates. The Supplemental Resolution providing for
the issuance of such Parity Bonds shall provide that interest
thereon shall be payable on the Interest Payment Dates, and
principal thereof shall be payable on the same date in any year in
which principal of the Bonds is payable;
(C) Separate Funds. The Supplemental Resolution
for the issuance of such Parity Bonds may provide
establishment of separate funds and accounts;
providing
for the
(D) Value. The fair market value of all parcels in the
Assessment District subject to the Assessments, including then
sting improvements and any facilities to be constructed or
.acquired with the proceeds of the proposed series of Parity Bonds,
as determined by an appraisal performed on a basis consistent with
the appraisal or appraisals prepared in connection with the
issuance of any of the Bonds theretofore issued and outstanding,
or, in the alternative, the assessed value of all such parcels and
~improvements thereon as shown on the then current County tax roll,
at least 4. 00 times the sum of ( i) the aggregate principal
amount of all Bonds then outstanding plus (ii) the aggregate
principal amount of the of ty Bonds proposed to be
issued, plus (iii) the aggregate principal amount of any
Assessment District bonds then outstanding and payable from
assessments to be levied on parcels of land within the Assessment
District, plus (iv) a portion of the aggregate principal amount of
all other bonds then outstanding and payable at least partially
from assessments and/or special taxes to be levied on parcels of
land within the Assessment District (the "Other Bonds") equal to
the aggregate principal amount of the Other Assessment District
Bonds multiplied by a fraction, the numerator of which is the
amount of special taxes levied for the Other Bonds on parcels of
land within the Assessment District, and the denominator of which
the total amount of assessments and/or special taxes levied for
the Other Bonds on all parcels of land against which the
assessments and/or special taxes are levied to pay Other Bonds
(such fraction to be determined based upon the assessments which
could be levied the year in which maximum annual debt service on
the Other Bonds occurs), based upon information from the most
recent available fiscal year.
(E)
Officer's
Certificates. The Finance
Certificate certifying that
-21 -
Director shall;
the conditions
provide
precedent
an
to
the
(B) I
issuance of such Parity Bonds set forth in subsections
(C), and (DE) of this Section 3.12 have been satisfied.
-22
(A) I
ARTICLE J:V
FUNDS AND ACCOUNTS
Section 4. 01. APPL:ICA'l':ION OF PROCEEDS OF SALE OF BONDS. Upon
receipt of the proceeds of sale of the Bonds on the Closing Date,
the proceeds thereof shall be forthwith set aside, paid over and
deposited by the Finance Director, as set forth in appropriate
Officer's Certificate(s), Article IV hereof and Exhibit A hereto.
Section 4.02. COS'l'S OF :ISSUANCE FUND.
(A) Establishment of Costs of :Issuance Fund. The Costs of
Issuance Fund shall be established, held and receive deposits, all
as provided in Exhibit A. The moneys in the Costs of Issuance Fund
shall be held by the Finance Director for the benefit of the City
and shall be disbursed as provided in subsection (B) of this
Section 4.02 for the payment or reimbursement of the Costs of
Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund
shall be disbursed from time to time to pay Costs of Issuance as
set forth in a requisition therefor containing ive amounts
to be paid to the designated payees and del the Finance
Director concurrently with the delivery of the Bonds. The Finance
Director shall pay all Costs of Issuance upon receipt of an
.invoice from any such payee which requests payment an amount
which is less than or equal to the amount set forth with respect
to such payee in such requisition, or upon receipt of an Officer's
Certificate requesting payment of a Cost of Issuance not listed 'on
the initial requisition delivered to the Finance Director on the
·.closing Date.
(C) :Investment. Moneys in the Costs of Issuance Fund shall
be invested and deposited under Section 6. 01 hereof. Pending its
closing under Subsection (B) above, Interest earnings and profits
resulting from such investment shall be retained by the Finance
Director in the Costs of Issuance Fund to be used for the purposes
of such fund, pending the closing of such fund.
(D) Closing of Fund. The Finance Director shall maintain the
Costs of Issuance Fund for a period of 90 days from the Closing
Date or until the last known Costs of Issuance have been paid,
whichever is earlier, and then shall transfer any moneys remaining
therein, including any investment earnings thereon, the
Improvement Fund and the Costs of Issuance Fund shall be closed.
Section 4.03. REDEMP'l':ION FUND.
(A) Establishment of Redemption Fund and Account. The
Redemption Fund is hereby established as a separate fund to be
held by the Finance Director to the credit of which deposits shall
be made as required by Section 4. 01 and any other amounts required
to be deposited therein by this Resolution or the Bond Law.
Moneys in the Redemption Fund shall be held by the Finance
Director for the benefit of the City and the Bond Owners, shall be
disbursed for the payment of the principal of, and and
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any premium on, the Bonds as provided below. Within the Redemption
Fund, the Finance Director shall establish and administer accounts
as follows:
(i) The Capitalized Interest Account, into which a
deposit shall be made under Section 4.01 and from which,
disbursements shall be made to pay all or a portion of the
interest on the Bonds which is due on the Interest Payment
Date(s) set forth in Exhibit A. Upon the final payment of
interest as herein provided, any moneys remaining in the
Capitalized Interest Account shall be transferred to the
Redemption Fund to pay Debt Service and the Capitalized
Interest Account shall be closed; and
(ii) The Prepayment Account, into which shall be placed
any amounts representing the full or partial prepayments of
Assessments that occur after the issuance of the Bonds. The
Prepayment Account shall be administered in accordance with
section 8767 of the Bond Law and shall remain open so long as
the Redemption Fund remains open.
(B) Disbursements. On or before each Interest Payment Date,
the Finance Director shall withdraw from the accounts in the
Redemption Fund and forward to the Agent for payment to the Owners
of the Bonds, amounts sufficient to pay the principal of, and
interest and any premium, then due and payable on the Bonds. Five
(5~ Business Days prior to each Interest Payment Date, the Finance
Di,rector shall determine if the amounts then on deposit in the
Redemption Fund are sufficient to pay the Debt Service due on the
Bonds on such Interest Payment date. In the event that amounts in
the Redemption Fund are insufficient for such purpose, the Finance
Director shall cause appropriate withdrawals to be made from the
Re1serve Fund, to the extent of any funds therein, the amount of
such insufficiency, and shall transfer any amounts so withdrawn to
the Redemption Fund. Amounts so withdrawn from such reserve fund
and deposited in the Redemption Fund shall be applied to the
payment of the Bonds. If, after the foregoing transfers, there
are insufficient funds in the Redemption Fund to make the payments
provided for in the first sentence of the first paragraph of this
Section 4. 03 (B) , the Finance Director shall apply the available
funds first to the payment of interest on the Bonds, then to the
payment of principal due on the Bonds, and then to payment of
principal due on the Bonds by reason of Bonds called for
redemption pursuant to Section 2.03 hereof.
(C) Znvestment. Moneys in the Redemption
accounts therein shall be invested and deposited
with Section 6.01. Interest earnings and profits
such investment and deposit shall be retained in
Fund and the accounts therein.
Fund and the
in accordance
resulting from
the Redemption
(D) Closing of Fund. The Redemption Fund (and the Prepayment
Account therein) shall be closed when all of the principal of and
interest on the Bonds has been paid.
Section 4. 04. RESERVE FOND.
24 -
(A) Establishment of Reserve Fund. The Reserve Fund is
hereby established as a separate fund to be held by the Finance
Director to the credit of which a deposit shall be made as
required by Section 4. 01, and deposits shall be made as provided
in the Bond Law. Moneys in the Reserve Fund shall be held by the
Finance Director for the benefit of the City and the Bond Owners
as a reserve for the payment of principal of, and interest and any
premium on, the Bonds. The City shall cause the Reserve Fund to
be administered in accordance with Part 16 of the Bond Law;
provided that proceeds from redemption or sale of properties with
respect to which payment of delinquent Assessments and interest
thereon was made from the Reserve Fund, shall be credited to the
Reserve Fund.
(B) Use of Fund. Except as otherwise provided in this
Section 4. 04 all amounts deposited in the Reserve Fund shall be
used and withdrawn by the Finance Director solely for the purpose
of making transfers to the Redemption Fund in the event of any
deficiency at any time in the Redemption Fund of the amount then
required for payment of the principal of, and interest and any
premium on, the Bonds or, in accordance with the provisions of
this Section 4. 04, for the purpose of redeeming Bonds from the
Redemption Fund.
(C) Transfer Due to Deficiency in Redemption Fund.
Transfers shall be made from the Reserve Fund to the Redemption
Fund in the event of a deficiency in the Redemption Fund, in
accordance with Section 4.04(B) hereof.
(D) Payment of Assessments. Whenever, after the issuance of
the Bonds, a Reassessment is pre-paid, in whole or in part, as
provided in the Bond Law, the Finance Director shall transfer from
'the Reserve Fund to the Redemption Fund an amount specified in
such direction equal to the product of the ratio of the original
amount of the Assessment securing any Bonds so paid to the
original amount of all Assessments securing any Bonds, times the
initial Reserve Requirement.
(E) Transfer of Excess of Reserve Requirement. Whenever, on
any Interest Payment Date, or on any other date as determined by
the Finance Director, the amount in the Reserve Fund exceeds the
then applicable Reserve Requirement, the Finance Director shall,
except as otherwise provided in Section 5. 09 hereof for purposes
of rebate and as evidenced by an appropriate Officer's
Certificate, transfer on or before such Interest Payment Date an
amount equal to the excess from the Reserve Fund to the Redemption
Fund to be used in accordance with Part 16 of the Bond Law.
(F) Transfer When Balance Exceeds Outstanding Bonds.
Whenever the balance in the Reserve Fund is sufficient to retire
all the Outstanding Bonds, whether by advance retirement or
otherwise, collection of the principal and interest on the
Assessments shall be discontinued and the Reserve Fund liquidated
by the Finance Director in retirement of the Outstanding Bonds, as
directed by an Officer's Certificate. In the event that the
balance in the Reserve Fund at the time of liquidation exceeds the
amount required to retire all of the Outstanding Bonds, the excess
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shall be transferred to the City to be used in accordance with the
Act and the Bond Law.
(G) Investment. Moneys in the Reserve Fund
invested and deposited in accordance with Section 6. 01.
earnings and profits resulting from said investment
retained in the Reserve Fund subject to the provisions
4. 04 (E) hereof.
shall be
Interest
shall be
of Section
Section 4.05. ESCROW FUND. On the Closing Date, the Escrow
Fund shall be established by the Finance Director with the Escrow
Holder under the Escrow Agreement with deposit (s) provided under
Section 4. 01. The purpose of the establishment of the Escrow Fund
shall be to assure the timely advance retirement of the Prior
Bonds, using a portion of the proceeds of the Bonds and other
funds held by the City with respect to the Prior Bonds and
investment earnings thereon, all as to be specified by appropriate
Certificates of the City.
Section 4.06. IMPROVEMENT FUND.
(A) Establishment of Improvement Fund. The Improvement Fund
is hereby established as a separate fund to be held by the Finance
Director to the credit of which deposits shall be made as required
by Section 4. 01. Moneys in the Improvement Fund shall be held by
the Finance Director for the benefit of the City, and shall be
disbursed, except as otherwise provided in subsection (D) of this
Section, for the payment or reimbursement of costs of the Project.
(B) Disbursement. Disbursements from the Improvement Fund
shall be made by the Finance Director upon receipt of an Officer's
Certificate, which shall:
(i) set forth the amount required to be disbursed, the
purpose for which the disbursement is to be made, the person
to which the disbursement is to be paid and state that such
disbursement is for a Project cost; and
(ii) certify that no portion of the amount then being
requested to be disbursed was set forth in any Officers
Certificate previously filed requesting disbursement;
(C) Investment. Moneys in the Improvement Fund shall be
invested and deposited under Section 6.01 hereof. Interest
earnings and profits from such investment and deposit shall be
retained in the Improvement Fund to be used for the purposes of
such fund.
(D) Closing of Fund. Upon the filing of an Officer's
Certificate stating that the Project has been completed and that
all costs of the Project have been paid or are not required to be
paid from the Improvement Fund, the Finance Director shall
transfer the amount, if any, remaining in the Improvement Fund as
directed in the Officer's Certificate which directions shall be
pursuant to the Resolution of Intention and to the applicable
provisions of the Act and the Improvement Fund shall be closed.
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ARTICLE V
COVENANTS
Section 5.01. COLLECTION OF ASSESSMENTS. The City shall
comply with all requirements of the Act, the Bond Law and this
Resolution to assure the timely collection of the Assessments,
including, without limitation, the enforcement of delinquent
Assessments. To that end, the following shall apply:
(A) Tax Roll Collection. The Assessments as set forth on the
list thereof on file with the Finance Director together with the
t thereto, shall be payable in annual series corresponding
in number and proportionate amount to the number of installments
and principal amounts of the Bonds maturing or becoming subject to
mandatory prior redemption under Section 2. 03 hereof. An annual
proportion of each Reassessment shall be payable in each seal
Year preceding the date of maturity or mandatory prior redemption
date of each of the Bonds issued sufficient to pay the Bonds when
due and such proportion of each Assessment coming due in any year,
together with the annual interest thereon, shall be payable in the
same manner and at the same time and in the same installments as
the general taxes on real property are payable, and become
delinquent at the same times and in the same proportionate amounts
and bear the same proportionate penalties and interests after
delinquency as do the general taxes on real property. All sums
rece'ived from the collection of the Assessments and of the
interest and penal ties thereon shall be placed in the Redemption
Fund.
(B) Auditor Record. The Finance Director shall, before the
final date on which the Auditor will accept the transmission of
the Assessments for the parcels within the Assessment District
for inclusion on the next tax roll, prepare or cause to be
prepared, and shall transmit to the Auditor, such data as the
Auditor requires to include the installments of the Assessments on
the next secured tax roll. The Finance Director is hereby
authorized to employ consultants to assist in computing the
installments of the Assessments hereunder and in reconciling
Assessments billed to amounts received as provided the
subsection (C) of this Section 5.01.
(C) Administrative Costs. In addition to any amounts
authorized pursuant to section 8682 of the Bond Law to be luded
with the annual amounts of installments as aforesaid, the City,
pursuant to section 8682.1 of the Bond Law may cause to be entered
the assessment roll on which taxes will next become due,
each lot or parcel of land within the Reassessment
in the manner set forth in said section 8682, each lot's
pro rata share of the estimated annual expenses of the City in
connection with the administrat duties thereof for the Bonds,
including, but not limited to, the costs of registration,
authentication, transfer and compliance with the provisions of
Article V hereof. Delinquent Assessments shall be subject to
foreclosure pursuant to Section 5.02 hereof.
27
Section 5.02. FORECLOSURE. The City hereby covenants with and
for the benefit of the Owners of the Bonds that it will order, and
cause to be commenced, and thereafter diligently prosecute an
action in the superior court to foreclose the lien of any
Reassessment or installment thereof which has been billed, but has
not been paid, pursuant to and as provided in sections 8830 and
8835, inclusive of the Bond Law and the conditions specified in
this Section 5.02 The Finance Director shall notify the City
Attorney of any such delinquency of which the Finance Director is
aware, and the City Attorney shall commence, or cause to be
commenced, such foreclosure proceedings, Under this Section,
"commence" means and includes any actions preparatory to filing of
any complaint. The City Attorney is hereby authorized to employ
counsel to conduct any such foreclosure proceedings. The following
conditions shall apply to the foreclosure proceedings which shall
be commenced within 60 days of any of the following determinations
which shall be made by the Finance Director not later than October
1 of each Fiscal Year:
(A) If the Finance Director determines that there is a
delinquency of Assessment of $5, 000 or more for a prior Fiscal
Year or Years for any single parcel of land in the Assessment
District.
(B) If the Finance Director determines that the total amount
6£ delinquent Assessments for the prior Fiscal Year for the entire
Assessment District, less the total delinquencies under subsection
(A) above, exceeds three percent ( 3%) of the total Assessments due
and payable in the prior Fiscal Year, foreclosure shall be
commenced against each parcel of land in the Assessment District
with a delinquency of $2,500 or more for the prior Fiscal Year or
Years.
(C) If the Finance Director determines that the total amount
of delinquent Reassessment for the prior Fiscal Year for the
entire Assessment District, less the total delinquencies under
subsections (A) and (B) above, exceeds five percent (5%) of the
total Assessments due and payable for the prior Fiscal Year,
foreclosure shall be commenced against each parcel of land within
the Assessment District with any amount of delinquency for the
prior Fiscal Year or Years.
Provided, however, that nothing herein shall prevent the
Finance Director or the City Attorney from causing the
commencement of foreclosure proceedings before the occurrence of
any of the foregoing.
Section 5.03. PUNCTUAL PAYMENT; COMPLIANCE WITH DOCUMENTS. The
City shall punctually pay or cause to be paid the interest and
principal to become due with respect to all of the Bonds in strict
conformity with the terms of the Bonds and of this Resolution, and
will faithfully observe and perform all of the conditions,
covenants and requirements of this Resolution and all Supplemental
Resolutions.
Section 5.04. NO PRIORITY FOR ADDITIONAL OBLIGATIONS. The
City covenants that no additional bonds or other obligations shall
be issued or incurred having any priority over the Bonds in
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payment of principal or t out of the Assessments. Nothing
in this Resolution shall prohibit the City from issuing bonds or
other obligations on a parity with or subordinate to the Bonds and
secured by and payable from the Assessments upon such terms as the
City may determine .
Section 5.05. PUR'l'HER ASSURANCES. The City will adopt, make,
execute and del any and all such further resolutions,
instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance
of this Resolution, and for the better assuring and confirming
unto the Owners of the Bonds the rights and benefits provided in
this Resolution.
Section 5.06. PRZVA'l'E AC'l'ZVZ'l'Y BOND LZMZ'l'A'l'ZON. The City
shall assure that the proceeds of the Bonds are not so used as to
cause the Bonds to satisfy the private business tests of section
141 (b) of the Tax Code or the private loan financing test of
section 141(c) of the Tax Code.
Section 5. 07. FEDERAL GUARAN'l'EE PROHZBZ'l'ZON. The City shall
not take any action or permit or suffer any action to be taken if
the result of the same would be to cause any of the Bonds to be
"federally guaranteed" within the meaning of section 149 (b) of the
Tax Code.
Section 5.08. NO ARBZ'l'RAGE. The City shall not take, or
.permit or suffer to be taken by the Finance Director or othe se,
any action with respect to the proceeds of the Bonds which, if
such action had been reasonably expected to have been taken, or
had been deliberately and intentionally taken, on the date of
issuance of the Bonds would have caused the Bonds to be •arbi
bonds" within the meaning of section 148 of the Tax Code.
Section 5. 09. REBA'l'E REQUZREMEN'l'. The City shall take any and
all actions neces to assure compliance with section 148 (f) of
the Tax Code, ating to the rebate of excess investment
earnings, if any, to the federal government, to the extent that
such section is applicable to the Bonds. Earnings on any reserve
fund established under this Resolution shall be used for rebate
purposes before any application thereof as credits to the
Redemption Fund under Section 4. 03 (E) .
Section 5.10. YZELD OP 'l'HE BONDS. In determining the yield of
the Bonds to comply with Sections 5.08 and 5.09 hereof, the City
will take into account redemption (including premium, if any) in
advance of maturity based on the reasonable expectations of the
City, as of the Closing Date, regarding prepayments of Assessments
and use of prepayments for redemption of the Bonds, without regard
to whether or not prepayments are received or Bonds redeemed.
Section 5.11. AMENDMEN'l'. Without the consent of the Owners of
the Bonds, the City may amend this Resolution to add, modify or
delete provisions if necessary or desirable to assure compliance
with Section 148 (f) of the Tax Code, or as otherwise required, to
assure the exemption from federal income taxation of on
the Bonds.
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Section 5.12. MA:IN'l'ENANCE OP' 'l'AX-EXEMP'l':ION. The City shall
take all actions necessary to assure the exclusion of interest on
the Bonds from the gross income of the Owners of the Bonds to the
same extent as such interest is permitted to be excluded from
gross income under the Tax Code as in effect on the date of
issuance of the Bonds.
Section 5.13. CON'l':INU:ING D:ISCLOSURE. The City hereby
covenants and agrees that it will comply with and carry out all of
the provisions of any continuing disclosure relating to the Bonds.
Notwithstanding any other provision of this Resolution, failure of
the City to comply with any continuing disclosure shall not be
considered an event of default.
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ARTICLE VI
INVESTMENT OF FUNDS
Section 6.01. DEPOSIT AND INVESTMENT OF MONEYS IN FUNDS.
Subject in all respects to the provisions of Section 6. 02, moneys
in any fund or account created or established by this Resolution
and held by the Finance Director shall be invested by the Finance
Director in Permitted Investments. The following shall apply to
such investments:
(A) Investments. In the absence of any such Officer's
Certificate, the Finance Director shall invest any such moneys in
Permitted Investments described (f) in the definition of Permitted
Investments, which funds, by their terms mature prior to the date
on which such moneys are required to be paid out hereunder.
Obligations purchased as an investment of moneys in any fund shall
be deemed to be part of such fund or account, subject, however, to
the requirements of this Resolution for transfer of interest
earnings and profits resulting from investment of amounts in funds
and accounts;
(B) Principal or Agent. The Finance Director may act as
principal or agent in the acquisition or disposition of any
investment. The Finance Director shall incur no liability for
losses arising from any investments made pursuant to this Section;
(C) Commingling. Subject in all respects to the provisions
of Section 5. 09, investments in any and all funds and accounts may
at the discretion of the Finance Director be commingled in a
separate fund or funds for purposes of making, holding and
disposing of investments, notwithstanding provisions herein for
transfer to or holding in or to the credit of particular funds or
accounts of amounts received or held by the Finance Director
hereunder, provided that the Finance Director shall at all times
account for such investments strictly in accordance with the funds
and accounts to which they are credited and otherwise as provided
in this Resolution;
(D) Sales. The Finance Director shall sell at the highest
price reasonably obtainable, or present for redemption, any
investment security whenever it shall be necessary to provide
moneys to meet any required payment, transfer, withdrawal or
disbursement from the fund or account to which such investment
security is credited and the Finance Director shall not be liable
or responsible for any loss resulting from the acquisition or
disposition of such investment security in accordance herewith;
and
(E) Finance Director. For any funds held by the Finance
Director, the foregoing provisions of this Section 6. 01 shall also
apply, except that an Officer's Certificate shall not be required.
For such funds the Finance Director shall keep records or accounts
of all expenditures or disbursements therefrom which records shall
be available for inspection during business hours on any Business
Day upon prior written request.
-31 -
Section 6. 02. ACQU:IS:IT:ION, D:ISPOS:IT:ION AND VALUATION OP
:INVESTMENTS. The following shall apply to investments of funds and
accounts under this Resolution:
(A) Pair Market Value. Except as otherwise provided in
subsection (B) of this Section, the City covenants that all
investments of amounts deposited in any fund or account under this
Resolution, or otherwise containing gross proceeds of the Bonds
(under section 148 of the Tax Code} shall be acquired, disposed of
and valued (as of the date· that valuation is required by this
Resolution or the Tax Code} at Fair Market Value.
(B) Reserve Fund. Investments in funds or accounts (or
portions thereof} that are subject to a yield restriction under
applicable provisions of the Tax Code, and (unless valuation is
undertaken at least annually) investments in any reserve fund,
shall be valued at their present value (within the meaning of
section 148 of the Tax Code} .
Section 6. 03. L:IAB:IL:ITY OP C:ITY. The City shall not incur any
responsibility in respect of the Bonds or this Resolution other
than in connection with the duties or obligations explicitly
provided herein or in the Bonds. The City shall not be liable to
any Owner in connection with the performance of its duties
hereunder, except for its own negligence or willful default. The
City shall not be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions,
covenants or agreements of the Agent herein or of any of the
documents executed by the Agent in connection with the Bonds, or
as to the existence of a default thereunder. Under this
Resolution, the following shall apply to the City:
(A) Reliance. In the absence of bad faith, the City,
including the Finance Director, may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the
City and conforming to the requirements of this Resolution. The
City, including the Finance Director, shall not be liable for any
error of judgment made in good faith unless it shall be proved
that it was negligent in ascertaining the pertinent facts;
(B) Expenditures. No provision of this Resolution shall
require the City to expend or risk its own general funds or
otherwise incur any financial liability (other than with respect
to the foreclosure proceedings for delinquent Assessments and the
payment of fees and costs of the Agent} in the performance of any
of its obligations hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it;
(C) Counsel. The City may rely and shall be protected in
acting or refraining from acting upon any notice, resolution,
request, consent, order, certificate, report, warrant, bond or
other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or proper parties.
The City may consult with counsel, who may be the City Attorney,
with regard to legal questions, and the opinion of such counsel
-32
shall be full and complete authorization and protection in respect
of any action taken or suffered by it hereunder in good faith and
in accordance therewith;
(D) Owners. The City shall not
person as the Owner of a Bond unless
such Bond is submitted for inspection,
thereto satisfactorily established, if
be bound to recognize any
duly registered and until
if required, and his title
disputed; and
(E) Certificate. Whenever in the administration of its
duties under this Resolution the City shall deem it necessary or
desirable that a matter be proved or established prior to taking
or suffering any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed)
may, in the absence of willful misconduct on the part of the City,
be deemed to be conclusively proved and established by a
certificate of the Agent or other expert retained by the City for
the purposes hereof, and such certificate shall be full warrant to
the City for any action taken or suffered under the provisions of
this Resolution or any Supplemental Resolution upon the faith
thereof, but in its discretion the City may, in lieu thereof,
accept other evidence of such matter or may require such
additional evidence as to it may deem reasonable.
Section 6. 04. EMPLOYMENT OF AGENTS BY CITY. In order to
perf.orm its duties and obligations hereunder, the City may employ
such persons or entities as it deems necessary or advisable. The
City shall not be liable for any of the acts or omissions of such
persons or entities employed by it with reasonable care and in
good faith hereunder, and shall be entitled to and shall be
fully protected in doing so, upon the opinions, calculations,
determinations and directions of such persons or
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ARTICLE VII
MODIFICATION OR AMENDMENT
Section 7. 01. AMENDMENTS PERM:ITTED. This Resolution and the
rights and obligations of the City and of the Owners of the Bonds
may be modified or amended at any time by a Supplemental
Resolution pursuant to the affirmative vote at a meeting of
Owners, or with the written consent without a meeting, of the
Owners of at least sixty percent {60%) in aggregate principal
amount of the Bonds then Outstanding, exclusive of Bonds
disqualified as provided in Section 7. 04. No such modification or
amendment shall { i) extend the maturity of any Bond or reduce the
interest rate thereon, or otherwise alter or impair the obligation
of the City to pay the principal of, and the interest ·and any
premium on, any Bond, without the express consent of the Owner of
such Bond, or {ii) permit the creation by the City of any pledge
or lien upon the Assessments superior to or on a parity with the
pledge and lien created for the benefit of Bonds {except as
otherwise permitted by the Act, this Resolution, the laws of the
State of California), or reduce the percentage of. Bonds required
for the amendment hereof, or to amend this Section 7. 01. Any such
amendment may not modify any of the rights or obligations of the
Agent without its written consent. This Resolution and the rights
and ,obligations of the City and of the Owners may also be modified
or amended at any time by a Supplemental Resolution, without the
consent of any Owners, only to the extent permitted by law and
only for any one or more of the following purposes:
(A) Additions. To add to the covenants and agreements of the
City in this Resolution contained, other covenants and agreements
thereafter to be observed, or to limit or surrender any right or
power herein reserved to or conferred upon the City;
(B) Affecting Bonds.
affecting any outstanding
material respect;
To make modi f
series of Bonds
ions not adversely
of the City in any
(C) Corrections. To make such provisions for the purpose of
curing any ambiguity, or of curing, correcting or supplementing
any defective provision contained in this Resolution, or in regard
to questions arising under this Resolution, as the City may deem
necessary or desirable and not inconsistent with this Resolution,
and which shall not adversely affect the rights of the Owners of
the Bonds ; or
(D) Tax Exemption. To make such additions, deletions or
modifications as may be necessary or des e to assure exemption
from federal income taxation of interest on the Bonds
Section 7.02. OWNERS' MEET:INGS. The City may at any time call
a meeting of the Owners. In such event the City is authorized to
fix the time and place of said meeting and to provide for the
giving of notice thereof and to fix and adopt rules and
regulations for the conduct of said meeting.
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Section 7. 03 . PROCEDURE FOR AMENDMENT W:ITB WR:ITTEN CONSENT OF
OWNERS. The City may at any time adopt a Supplemental Resolution
amending the provisions of the Bonds or of this Resolution or any
Supplemental Resolution, to the extent that such amendment is
permitted by Section 7.01 hereof, to take effect when and as
provided in this Section 7. 03. With respect to such Supplemental
Resolution under this Section 7.03, the following shall apply:
(A) Request. A copy of such Supplemental Resolution,
together with a request to Owners for their consent thereto, shall
be mailed by first class mail, by the Finance Director to each
Owner of Bonds Outstanding, but failure to mail copies of such
Supplemental Resolution and request shall not affect the validity
of the Supplemental Resolution when assented to as this Section
provided;
(B) Consents. Such Supplemental Resolution shall not become
effective unless there shall be filed with the Agent the written
consents of the Owners of at least sixty percent (60%) in
aggregate principal amount of the Bonds then Outstanding
(exclusive of Bonds disqualified as provided in Section 7. 04) and
a notice shall have been mailed as hereinafter in this Section
provided. Each such consent shall be effective only if
accompanied by proof of ownership of the Bonds for which such
consent is given, which proof shall be such as is permitted by
Section 8. 04. Any such consent shall be binding upon the Owner of
the .Bonds giving such consent and on any subsequent Owner (whether
or not such subsequent Owner has notice thereof) unless such
consent is revoked in writing by the Owner giving such consent or
a subsequent Owner by filing such revocation with the Agent prior
to the date when the notice hereinafter in this Section provided
for .. has been mailed; and
(C) Notice. After the Owners of the required percentage of
Bonds shall have filed their consents to the Supplemental
Resolution, the City shall mail a notice to the Owners in the
manner above provided in this Section for the mailing of the
Supplemental Resolution, stating in substance that the
Supplemental Resolution has been consented to by the Owners of the
required percentage of Bonds and will be effective as provided in
this Section but failure to mail copies of said notice shall not
affect the validity of the Supplemental Resolution or consents
thereto) . Proof of the mailing of such notice shall be filed with
the Agent. A record, consisting of the papers required by this
Section 7. 03 to be filed with the Agent, shall be proof of the
matters therein stated until the contrary is proved. The
Supplemental Resolution shall become effective upon the filing
with the Agent of the proof of matters therein of such notice, and
the Supplemental Resolution shall be deemed conclusively binding
( as otherwise hereinabove specifically provided in this
) upon the City and the Owners of all Bonds at the
expiration of sixty ( 60) days after such filing, except in the
event of a final decree of a court of competent jurisdiction
setting aside such consent in a legal action or equitable
proceeding for such purpose commenced within such sixty-day
period.
-35 -
Section 7.04. DISQUALIFIED BONDS. Bonds owned or held for the
account of the City, excepting any pension or retirement fund,
shall not be deemed Outstanding for the purpose of any vote,
consent or other action or any calculation of Outstanding Bonds
provided for in this Article VII, and shall not be entitled to
vote upon, consent to, or take any other action provided for in
this Article VII.
Section 7. OS. EFFECT OF SUPPLEMENTAL RESOLUTION. From and
after the time any Supplemental Resolution becomes effective
pursuant to this Article VII, this Resolution shall be deemed to
be modified and amended in accordance therewith, the respective
rights, duties and obligations under this Resolution of the City
and all Owners of Bonds Outstanding shall thereafter be
determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms
and conditions of any such Supplemental Resolution shall be deemed
to· be part of the terms and conditions of this Resolution for any
and all purposes.
Section 7. 06. ENDORSEMENT OR REPLACEMENT OF BONDS ISSUED
AFTER AMENDMENT. The City may determine that Bonds issued and
delivered after the effective date of any action taken as provided
in this Article VII shall bear a notation, by endorsement or
otherwise, in form approved by the City, as to such action. In
that case, upon request of the Owner of any Bond ·Outstanding at
such effective date and presentation of his Bond for that purpose
at .the Principal Office of the Agent or at such other office as
the ty may select and designate for that purpose, a sui table
nota'tion shall be made on such Bond. The City may determine that
new Bonds, so modified as in the opinion of the City is necessary
·to conform to such Owners' action, shall be prepared, executed and
·delivered. In that case, upon request of the Owner of any Bonds
then Outstanding, such new Bonds shall be exchanged at the
Principal Office of the Agent without cost to any Owner, for Bonds
then Outstanding, upon surrender of such Bonds.
Section 7. 07. AMENDATORY ENDORSEMENT OF BONDS. The provisions
of this Article VII shall not prevent any Owner from accepting any
amendment as to the particular Bonds held by such Owner, provided
that due notation thereof is made on such Bonds.
-36
ARTICLE VIII
MISCELLANEOUS
Section 8.01. BENEFZTS OF AGREEMENT LZMZTED TO PARZTZES.
Nothing in this Resolution, expressed or implied, is intended to
give to any person other than the City, the Agent and the Owners,
any right, remedy or claim under or by reason of this Resolution.
Any covenants, stipulations, promises or agreements in this
Resolution contained by and on behalf of the City shall be for the
sole and exclusive benefit of the Owners and the Agent.
Section 8.02. SUCCESSOR AND PREDECESSOR. Whenever in this
Resolution or any Supplemental Resolution either the City or the
Agent is named or referred to, such reference shall be deemed to
include the successors or assigns thereof, and all the covenants
and agreements in this Resolution contained by or on behalf of the
City shall bind and inure to the benefit of the respective
successors and assigns thereof whether so expressed or not.
Section 8. 03. DZSCHARGE OF RESOLUTZON. Subject to the
provisions of Section 2.03 hereof, if the City shall pay and
discharge the entire indebtedness on all Bonds Outstanding in any
one or more of the following ways:
(A} Payment. By paying or causing to be paid the principal
of (including any Sinking Fund Payments) and interest and any
premium on all Bonds Outstanding, as and when the same become due
and payable;
(B) Cash. by depositing with the Agent, in trust, at
before maturity, money which, together with the amounts then
deposit in the Redemption Fund is fully sufficient to pay
Bonds Outstanding, including all principal, interest and
applicable redemption premiums, or;
or
on
all
any
(C) Federal Securities. by irrevocably depositing with the
Agent, in trust, cash and Federal Securities in such amount as the
City shall determine, as confirmed by an independent certified
public accountant, which will, together with the interest to
accrue thereon and moneys then on deposit in the Redemption Fund
be fully sufficient to pay and discharge the indebtedness on all
Bonds, including all principal, interest and any applicable
redemption premiums, at or before respective maturity dates;
(D) Actions. If such Bonds are to be redeemed prior to the
maturity thereof notice of such redemption shall have been given
as in this Resolution provided or provision satisfactory to the
Agent shall have been made for the giving of such notice, then, at
the election of the City, and notwithstanding that any Bonds shall
not have been surrendered for payment, the pledge of the
Assessments and other funds provided for in this Resolution and
all other obligations of the City under this Resolution with
respect to all Bonds Outstanding shall cease and terminate, except
only the obligation of the City to pay or cause to be paid to the
Owners of the Bonds not so surrendered and paid all sums due
thereon, the obligation of the City to assure that no action is
-37
taken or failed to be taken if such action or failure adversely
affects the exclusion of interest on the Bonds from gross income
for federal income tax purposes, and all amounts owing to the
Agent pursuant to Section 7. 05 hereof; and thereafter Assessments
shall not be payable to the Agent. Notice of such election shall
be filed with the Agent. Any funds thereafter held by the Agent
upon payments of all fees and expenses of the Agent, which are not
required for said purpose, shall be paid over to the City to be
used by the City as provided in the Act and the Bond Law.
Section 8. 04. EXECUTJ:ON OF DOCUMENTS AND PROOF OF OWNERSHJ:P.
Any request, declaration or other instrument which this Resolution
may require or permit to be executed by Owners may be in one or
more instruments of similar tenor, and shall be executed by Owners
in person or by their attorneys appointed in writing. Except as
otherwise herein expressly provided, the fact and date of the
execution by any Owner or his attorney of such request,
declaration or other instrument, or of such writing appointing
such attorney, may be proved by the certificate of any notary
public or other officer authorized to take acknowledgments of
deeds to be recorded in the state in which he purports to act,
that the person signing such request, declaration or other
instrument or writing acknowledged to him the execution thereof,
or by an affidavit of a witness of such execution, duly sworn to
before such notary public or other officer. The ownership of
registered bonds and the amount, maturity, number and date of
holding the same shall be proved by the registry books. Any
consent, request, declaration or other instrument or writing of
the then registered Owner of any Bond shall bind all future Owners
of such Bond in respect of anything done or suffered to be done by
the City or the Agent in good faith and in accordance therewith.
Section 8.05. WAJ:VER OF PERSONAL LJ:ABJ:LJ:TY. No member,
officer, agent or employee of the City shall be individually or
personally liable for the payment of the principal of, or interest
or any premium on, the Bonds; but nothing herein contained shall
relieve any such member, officer, agent or employee from the
performance of any official duty provided by law.
Section 8. 06. NOTJ:CES AND DEMANDS. Any notice or demand which
by any provision of this Resolution is required or permitted to be
given or served by the Agent to or on the City may be given or
served by being deposited postage prepaid in a post office letter
box addressed (until another address is filed by the City with the
Agent) as follows:
Attention: Finance Director
CITY OF PALO ALTO
Director of Administrative Services
Palo Alto, CA 94953
Section 8.07. PARTJ:AL J:NVALJ:DJ:TY. If any Section, paragraph,
sentence, clause or phrase of this Resolution shall for any reason
be held illegal or unenforceable, such holding shall not affect
the validity of the remaining portions of this Resolution. The
City hereby declares that it would have adopted this Resolution
and each and every other Section, paragraph, sentence, clause or
-38 -
phrase hereof and authorized the issue of the
thereto irrespective of the fact that any one or
paragraphs, sentences, clauses, or phrases of this
be held illegal, invalid or unenforceable.
Bonds pursuant
more Sections,
Resolution may
Section 8. 08. UNCLAJ:MED MONEYS. Anything contained herein to
the contrary notwithstanding, any moneys held by the Finance
Director in trust for the payment and discharge of the principal
of, and the interest and any premium on, the Bonds which remains
unclaimed for two (2) years after the date when payments of
principal, interest and any premium have become payable, shall be
repaid by the Finance Director to the City as its absolute
property free from any trust, and the Finance Director shall
thereupon be released and discharged with respect thereto and the
Bond Owners shall look only to the City for the payment of the
principal of, and interest and any premium on, such Bonds.
Section 8.09. APPLJ:CABLE LAW. This Resolution shall be
with the laws of the State
made and performed in the
governed by and enforced in accordance
of California applicable to contracts
State of California.
Section 8.10. CONFLJ:CT WJ:TH ACT. In the event of a conflict
between any provision of this Resolution with any provision of the
Act, the provision of the Act shall prevail over the conflicting
provision of this Resolution.
Section 8 .11. CONCLUSJ:VE EVJ:DENCE OF REGULARJ:TY; VALJ:DJ:TY.
Bonds issued pursuant to this Resolution shall constitute
conclusive evidence of the regularity of all proceedings under the
Act relative to their issuance and the levy of the Assessments.
The validity of the authorization and issuance of the Bonds shall
not be dependent upon the completion and/or acquisition of the
Proj•ect or any part thereof or the performance by any person or
such person's obligation(s) with respect to the Project.
Section 8. 12 . PAYMENT ON BUSJ:NESS DAY. In any case where the
date of the maturity of interest or of principal, (and premium, if
any) of the Bonds or the date fixed for redemption of any Bonds or
the date any action is to be taken pursuant to this Resolution is
other than a Business Day, the payment of interest or principal,
including Sinking Fund Payments, (and any redemption premium) or
the action need not be made on such date but may be made on the
next succeeding day which is a Business Day with the same force
and effect as if made on the date required and no additional
interest shall accrue from such Interest Payment Date until such
Business Day.
Section 8 .13. REPEAL OF J:NCONSJ:STENT RESOLUTJ:ONS . Any
such resolution,
repealed to the
resolution of the Council, and any part of
inconsistent with this Resolution, is hereby
extent of such inconsistency.
Section
mandated by
Director may
official of
trustee duly
8.14. AUTHORJ:TY OF FJ:NANCE DJ:RECTOR. All actions
this Resolution to be performed by the Finance
be performed by the designee thereof or such other
the City or independent contractor, consultant or
authorized by the City to perform such action or
-39 -
actions in
requirements
furtherance
hereof.
of all or a specific portion of the
Section 8 o15 o CERTIFIED COPIES. The Clerk shall cause to be
furnished a certif copy of this resolution to the Finance
Director, to the Agent, and to the Auditor of the County.
Section 8 o16 o EFFECTIVE DATE OF THE RESOLUTION. rrhis
Resolution shall become effective upon the date of its adoption.
40
INTRODUCED AND PASSED: May 14, 2001
AYES: BURCH, EAKINS, FAZZINO, KLEINBERG, LYTLE, MOSSAR, OJAKIAN, WHEELER
NOES:
ABSENT:
ABSTENTIONS:
NOT PARTICIPATING: BEECHAM
ATT~ '~
City Clerk if ~
APPROVED AS TO FORM:
Jones Hall,
A Professional
By:
St. Assistant City Attorney
EXHIBIT A
CITY OF PALO ALTO
University Avenue Off-Street Parking Assessment District
Limited Obligation ~rovement Bonds
Series 2001-A
TERMS AND CONDITIONS
The following terms and conditions shall be part of
within Resolution Authorizing the Issuance of Refunding Bonds
"Resolution of Issuance") as if set forth in the text thereof:
the
(the
Principal Amount: Under
principal amount of the Bonds
June 27, 2001.
Section 2.01,
is $9, 135, 000
the actual aggregate
and the Bond Date is
The first Interest Payment Date is March 2, 2002.
Principal Maturities and Interest: Under Section 2.02 the
maturities and rates of interest of the Bonds are as follows:
Maturity Date Principal Interest Maturity Date Principal Interest
Amount($) (September 2) Amount($}
2004 180,000 3.750 2016 300,000 4.750
2005 190,000 3.750 2017 310,000 4.875
2006 195,000 3.750 2018 325,000 5.000
2007 205,000 4.000 2019 340,000 5.000
'2008 215,000 4.000 2020 360,000 5.000
2009 220,000 4.000 2021 375,000 5.000
2010 230,000 4.000 2022 395,000 5.000
2011 240,000 4.100 2023 415,000 5.100
2012 250,000 4.250 2024 435,000 5.100
2013 260,000 4.400 2025 460,000 5.125
2014 270,000 4.600 2030 590,000 5.250
2015 285,000 4.700
$2,090,000 Bonds maturing on September 2, 2029 (the "Term
Bonds"), at the interest rate of 5.200% per annum, subject to
mandatory sinking fund redemption under Section 2.03.
Bond Redemption: Under Section 2.03, the Redemption
provisions are as follows:
Bond Law Redemption. A bond or any portion of it in the
amount of five thousand dollars ($5,000), or any integral multiple
thereof, may be redeemed and paid in advance of maturity upon the
second day of March or September in any year by giving at least 30
days' notice by registered or certified mail or personal ce
to the registered owner hereof at the registered owner's address
as it appears on the registration books of the Agent and by paying
principal and accrued interest and at a redemption price as
follows:
EXHJ:BJ:T A
Page 1
Redemption Dates
March 2, 2002 -September 2, 2010
March 21 2011 -September 2, 2011
March 21 2012 and thereafter
Redemption Price (%)
102
101
100
Mandatory Sinking Fund Redemption. The Bonds maturing on
September 21 2029, are subject to mandatory redemption, in part by
lot I on September 2 in each year, commencing September 2, 2 0 2 6,
from sinking fund payments from the redemption fund at a
redemption price equal to the principal amount thereof to be
redeemed, without premium, as follows:
Funds:
Deposit
Closing
made:
Sinking Fund
Redemption Date
(September 2)
2026
2027
2028
2029
Principal Amount
To Be Redeemed
485,000
510/000
535,000
560,000
to Funds:
Date, the
Under Section 4.01, on or before,
following transfers and deposits shall
the
be
1. The Original Purchaser of the Bonds shall wire
transfer to Ambac Assurance Corporation, the provider of
bond insurance for the Bonds, the amount of $262,845.39.
2. The Original
transfer to
$8,735,129.61,
the Bonds.
Bonds
the
the
Purchaser of the
the Escrow Agent
being the balance of
shall wire
amount of
proceeds of
3. The Escrow Agent shall deposit the amount of
$3,209,386.54 to the Escrow Fund and transfer the
balance of $5,525/743.07of the proceeds of the Bonds
to the for deposit by the Finance Director as follows:
4.
(a) $260,000 to the Costs of Issuance Fund;
(b) $625,692.50 to the Reserve Fund;
(c) $600/000 to the Capitalized Interest Account of
the Redemption Fund; and
(d) $4/040/050.57 to the Improvement Fund.
The Finance Director, for the City, shall
transfer to the Escrow Holder for deposit in
Escrow Fund, the amount of $171 1 349.36, being
amount being held by the City in the Debt Service
for the Prior Bonds
EXHJ:BJ:T A
Page 2
wire
the
the
Fund
Any further tax roll collections
by the City from the County,
Redempt Fund for the Bonds.
EXHIBIT A
Page 3
for the Prior Bonds received
shall be deposited to the
County of Registered
Number A-
EXHIBIT B
FORM OF BOND
United States of America
State of California
County of Santa Clara
LIMITED OBLIGATION
IMPROVEMENT BOND
CITY OF PALO ALTO
University Avenue Area
Off-Street Parking Assessment District
Series 2001-A
INTEREST RATE MATURITY DATE DATED DATE
REGISTERED OWNER: June 27, 2001
PRINCIPAL AMOUNT: ***
Registered
***$***
CUSIP
DOLLARS***
Under and by virtue of the Improvement Bond Act of 1915, Division
10 (commencing with Section 8500) of the Streets and Highways Code
(the "Act") the City of Palo Alto (the City) County of Santa Clara,
State of California, w'ill, out of the redemption fund for the payment
of the bonds issued upon the unpaid portion of assessments made for
the acquisition, work and improvements more fully described in
proce~dings taken pursuant to Resolution of Intention No. 8034 adopted
by the City Council of the City on January 22, 2001, pay to the
registered owner named above or registered assigns, on the maturity
date stated above, the principal amount stated above, in lawful money
of the United States of America and in like manner will pay interest
at the rate per annum stated above, payable semiannually on March 2
and September 2 (each an "Interest Payment Date") in each year
commencing on March 2, 2002.
This Bond bears interest from the interest payment date next
preceding its date of authentication and registration unless it is
authenticated and registered (i) prior to an Interest Payment Date and
after the close of business of the fifteen 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 calendar month preceding March 2, 2000, in which event it
shall bear interest from its date, until payment of such principal sum
shall have been discharged. For the period during which Depository
Trust Company of New York, New York, ("DTC") or any successor
depository, is the registered owner of this bond, principal,
redemption premiums, if any, and interest shall be paid by the City to
DTC, or such successor depository, by wire transfer; provided that
principal and redemption premiums, if any, shall be paid upon
surrender to the City, at the corporate trust office of U.S. Bank
EXHIBIT B
Page 1
Trust National Association, as Authentication Agent, Registrar,
Transfer and Paying Agent (the "Agentu), in Los Angeles, California,
of matured bonds or bonds called for redemption prior to maturity. As
to any registered owner hereof other than DTC or successor depository,
the principal and redemption premiums, if any, shall be payable at the
office of the Agent specified above and interest shall be paid by
check, draft or warrant mailed to DTC, or any successor depository, or
in the event of termination of the book-entry system, to the
registered owner hereof at the registered owner's address as it
appears on the records of the Agent, or at such address as may have
been filed with the Agent, for that purpose, as of the fifteenth day
of the calendar month immediately. preceding each Interest Payment
Date; provided however, upon request in writing of an Owner of
$1,000,000 or more in aggregate principal amount of Bonds, such
request having been made before fifteen days preceding an Interest
Payment Date, such interest shall be paid on such Interest Payment
Oat~ by wire transfer in immediately available funds to an account in
the continental United States designated by such Owner to the Agent.
This bond will continue to bear after maturity at the
rate above stated; provided it is presented at maturity and payment
thereof is refused upon the sole ground that there are not sufficient
moneys in said redemption fund with which to pay same. If it is not
presented at maturity, interest thereon will run until maturity.
This bond shall not be entitled to any benefit under the Act and
the Resolution Authorizing of Issuance of Limited Obligation
Improvement Bonds (the "Resolution of Issuanceu) or 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.
This bond is one of several annual se of bonds of like date,
tenor, and effect, but differing in amounts, maturities and
rates, issued by the City under the Act and the Resolution of Issuance
for the purpose of providing means for paying for the improvement
bonds described in the proceedings, and is secured by the moneys in
the redemption fund and by the unpaid portion of assessments made for
the payment of those improvements, and, including principal and
interest, is payable exclusively out of the redemption fund.
This bond transferable by the stered owner hereof, in
person or by the owner's attorney duly authorized in writing, at the
office of the Agent, subject to the terms and conditions provided in
the Resolution of Issuance, including the payment of certain charges,
if any, upon surrender and cancellation of this bond. Upon transfer,
a new registered bond or bonds, of any authorized denomination or
denominations, of the same maturity, and for the same aggregate
principal amount, will be issued to the transferee in exchange
therefor.
Bonds shall be registered only in the name of an individual
(including joint owners), a corporation, a partnership, or a trust.
EXHIBIT B
Page 2
Neither the City nor the Agent shall be required to exchange or
to register the transfer of bonds during the 15 days immediately
preceding any Interest Payment Date.
The City and the Agent may treat the registered owner hereof .as
the absolute owner for all purposes, and the City and the Agent shall
not be affected by any notice to the contrary.
This bond or any portion of it in the amount of five thousand
dollars ($5, 000), or any integral multiple thereof, may be redeemed
and paid in advance of maturity upon the second day of March or
September in any year by giving at least 30 days' notice by registered
or certified mail or personal to the registered owner hereof
at the registered owner's address. as it appears on the registration
books of the Agent and by paying principal and accrued interest and at
a redemption.price as follows:
EXHIBIT B
Page 3
Redemption Dates
March 2, 2002 -September 2, 2010
March 2, 2011 September 2, 2011
March 2, 2012 and thereafter
Redemption Price (%}
102
101
100
The bonds maturing on September 2, 2029 are subject to mandatory
redemption, in ·part by lot, on September 2 in each year, commencing
September 2, 2026, from sinking fund payments from the redemption fund
at a redemption price equal to the principal amount thereof to be
redeemed, without premium, as follows:
Sinking Fund
Redemption Date
(September 2}
2026
2027
2028
2029 (maturity)
Principal Amount
To Be Redeemed
485,000
510,000
535,000
560,000
This Bond is a Limited Obligation Improvement Bond because, under
the Resolution of Issuance, the City is not obligated to advance funds
from the City treasury to cover any de ciency which may occur in the
redemption fund for the bonds; however, the City is not prevented, in
its sole discretion, from so advancing funds.
Unless 'this Bond is presented by an authorized representative of
The Depository Trust Company, a New York corporation (" DTC"}, to the
Agent for registration of transfer, exchange, or payment, and any Bond
issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested
by an autho:tiz.ed representative of DTC}, ANY TRANSFER, PLEDGE, OR.
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.
EXHIBIT B
4
IN WITNESS WHEREOF, the City of Palo Alto has caused this bond to
be signed in facsimile by the Director of Administrative Services of
the City and by its City Clerk, and has cause its corporate seal to be
reproduced in facsimile hereon all as of 27th day of June 2001.
CITY OF PALO ALTO
Director of ~dministrative Services
[SEAL]
EXHIBIT B
Page 5
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the bonds described
Resolution of Issuance.
Dated:
the within mentioned
---------------------' 2001
U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Agent
By:
EXHIBIT B
Page 6
cer
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this bond, shall be construed as though they were out
in full according to applicable laws or regulations:
list
TEN COM
TEN ENT
JT TEN
as tenants in common
as tenants by the entireties
as joint ·tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT -Custodian
(Cust) (Minor)
under Uniform Gifts to Minors Act
Additional abbreviations may also be used though not in the above
ASSIGNMENT
For value received, the undersigned do (es) hereby sell, assign
and transfer unto
(Name, Address and Tax Identification or Social Security
Number of Assignee)
the within mentioned Bond and hereby irrevocably constitute (s)
and appoint (s) --=--,.---~-.,.----' attorney, to transfer the same on
the registration books of the Agent, with full power of substitution
in the premises.
Dated:
Signature Guaranteed:
NOTICE: The signature(s) on this
assignment must correspond with
the name(s) as written on the
face of the registered Bond in
EXHIBIT B
Page 7
every particular without
alteration or enlargement or any
change whatsoever. ·
EXHIBIT B
Page 8
EXHJ:BJ:T C
PUBLJ:C SALE DOCUMENTS
LJ:MTED OBLJ:GATJ:ON :IMPROVEMENT BONDS
CJ:TY OF PALO ALTO
UNJ:VERSJ:TY AVENUE AREA OFF STREET PARKJ:NG ASSESSMENT DJ:STRJ:CT
SERJ:ES 2001-A
Official Notice of Sale ........................................ C-2
Official Bid Form ............................................. C-1 0
Notice Inviting Bids .......................................... C-12
Notice of on ........................................... C-13
Certificate of Award .......................................... C 14
Certificate of Award-Attachment 1 ........................... C 15
·Certificate of Award-Attachment 2 ........................... C-16
EXH:IB:IT C
Page 1
OFFICIAL NOTICE OF SALE
OF NOT TO EXCEED $9,135,000*
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UNIVERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
NOTICE IS HEREBY GIVEN that , fax and electronic bids
of the captioned bonds
(the "City") of Santa
will be received as
for the purchase of $9, 135, 000* par value
(the "Bonds") of the City of Palo Alto
Clara, County (the "County"), California,
follows:
TIME:
PLACE:
SEALED
BIDS:
FAX BIDS:
ELECTRONIC
BIDS
ISSUE:
Wednesday, June 13, 2001, at 10:00 o'clock a.m.
(Pacific Daylight Time) or if no proposals are
received or accepted, then with notice of a new
sale date and hour to be given by notice in The
Bond Buyer not later than 23 hours before the new
hour for receipt of bids, until such time as a bid
is awarded or notice to the contrary is given.
Offices of Stone & Youngberg LLC,
Street, 35th Floor, San Francisco,
94111 (the "Financial Advisor").
50 California
CA California,
City of Palo Alto c/o,
California Street, 35th
California, 94111
Stone & Youngberg LLC, 50
Floor, San Francisco, CA
"Proposal for Limited
Bonds, City of Palo Alto, Obligation Improvement
University Avenue
Assessment District,
Area Off-Street Parking
(415) 445-2395
"Parity." See:
below.
Series 2001-A."
"Forms of Bids-Electronic Bids,"
$9,135, 000* of the denomination of $5,000 each or
any integral mul thereof, all dated as of the
date of delivery, and designated, "Limited
Obligation Improvement Bonds, City of Palo Alto,
University Avenue Area Off-Street Parking
Assessment Di ct, Series 2001-A" (the "Bonds").
MATURITIES: The Bonds will mature on September 2 in each of the
years and in the amounts as follows:
EXHI:BJ:T C
Page 2
Check Check
Year Principal* if Te.rm Interest Year Principal* if Te.rm Interest
( ssmtembs:r 2 ) t Amount Bondst Rate ( SeQtember 2 ) t Amount Bondst
2004 170,000 % 2018 320,000
2005 175,000 % 2019 340,000
2006 180,000 % 2020 360,000
2007 190,000 % 2021 380,000
2008 195,000 % 2022 400,000
2009 205,000 % 2023 425,000
2010 215,000 % 2024 450,000
2011 225,000 % 2025 475,000
2012 235,000 % 2026 500,000
2013 250,000 % 2027 530,000
2014 260,000 % 2028 560,000
2015 275,000 % 2029 595,000
2016 290,000 % 2030 630,000
2017 305,000 %
(plus accrued interest from Closing Date)
*Preliminary, subject to adjustment pursuant to Notice of Sale.
tClearly indicate each Te.rm Bond as follows: Enter "Te.rm" in blank for year of
initial mandatory sinking fund payment; draw arrow to maturity; enter Interest
Rate in blank for year of maturity.
Ra!:&.
%
%
%
%
%
%
%
%
%
%
%
%
%
Specia~ Bidder's Option: The purchaser may elect to combine
any .number of consecutive maturities of Bonds maturing on or after
Sept·ember 2, 2020, for which an identical interest rate has been
specified to comprise term Bonds by indicating such an election on
the bid form. The election to create term Bonds in such manner
will require the creation of a mandatory sinking fund so that the
sinking fund redemption payments shall equal the principal amount
of the corresponding serial bond maturities.
Adjustment of Principal Amounts: The above principal amounts
reflect certain assumptions of the City and The Financial Advisor
(the "Financial Advisor") about the expected interest rates of the
winning bid(s) and the premium or discount of such bid(s). After
the determination of the successful bidder(s), the City reserves
the right to increase or decrease the principal amount of each
maturity, in $5,000 increments, provided that the principal amount
shall not exceed the aggregate amount shown above. Such
adjustments shall be made within the time herein specified for the
award after bid opening and in the sole discretion of the rector
of Administrative Services of the City upon the recommendation of
the Financial Advisor. If an adjustment is made, there shall be no
rebidding or recalculation or withdrawal of any bids and the
successful bidder shall not be permitted to change any of its
interest rate(s); provided, however, that no adjustment shall
reduce the amount of any original issue premium, as a percentage
of the principal amount, to be retained by the successful bidder
based on the initial offering price of each maturity of Bonds.
:Interest: The Bonds shall bear interest at a rate or rates
to be fixed upon the sale thereof but not to exceed eight percent
(8%) per annum, payable commencing on March 2, 2002 for the first
period, and semi-annually thereafter on each September 2 and March
2
EXBJ:BJ:T C
Page 3
Payment: Principal of the Bonds will be payable upon
surrender at U.S. Bank Trust National Association (the "Paying
Agent"}. Interest on the Bonds will be payable by check or draft
mailed to the owner at the address listed on the registration
books maintained by the Paying Agent for such purpose.
Registration: The Bonds will be issued as ful registered
bonds as to both principal and interest.
Redemption:
The Bonds or any portion in the amount of f thousand
dollars ($5,000), or any integral multiple thereof, may be
redeemed and paid in advance of maturity upon the second day of
March or September in any year by giving at least 30 days' notice
by registered or certified mail or personal service to the
registered owner hereof at the registered owner's address as it
appears on the registration books of the Agent and by paying
principal and accrued interest together with a redemption premium
as follows:
Redemption Dates
March 2, 2002 -September 2, 2011
March 2, 2012 -September 2, 2012
March 2, 2013 and thereafter
Redemption Premium (%}
2%
1%
0%
Term Bonds, if any are also subject to redemption prior to
their stated maturity or maturities, in part, by lot, from
mandatory sinking fund payments, on each September 2 designated by
the successful bidder as a date upon which a mandatory sinking
fund· payment is to be made, at the principal amount thereof plus
accrued interest thereon to the date of redemption, but without
premium. No term Bonds may be redeemed from mandatory sinking
fund payments until all term Bonds maturing on preceding term
maturity dates, if any, have been retired.
Security: The Bonds are special, limited obligations of the
City secured by and payable only from the special assessments
levied in the Assessment District and from certain funds held by
the City for the Assessment District.
EXHI:BJ:'l' C
Page 4
TERMS OF SALE
Interest Rate: The maximum rate bid may not exceed 8% per
annum. Each rate bid must be a multiple of one twentieth percent
( 1/20%) or one eighth percent ( 1/8%) or any combination thereof.
No Bond shall bear more than one interest rate, and all Bonds of
the same maturity shall bear the same rate. Each Bond must bear
interest at the rate ed in the bid from its date to its
fixed maturity date. The rate on any maturity or group of
maturities shall not be more than three percent (3%) higher than
the interest rate on any other maturity or group of maturities.
Each maturity shall bear a rate of interest equal to or greater
than rate of the next previous maturity. Interest will be computed
on the basis of a 360-day year of twelve (12) 30-day months.
Required Payments by Bidders: Bidders must take into account
the following, payments in preparing their bids:
(a} Bid Deposit: A good faith deposit ("Deposit") in
the form of a certified or cashier's check or a financial
surety bond (a "Financial Surety Bond") in the amount of
$50,000 payable to the order of "City of Palo Alto, Director
of Adminis Services," is required for each bid to be
considered. If a check is used, it must accompany each bid.
If a Finane Surety Bond is used, it must be from an
insurance company licensed to issue such a bond in the State
of California, and such bond must be submitted to the City's
financial advisor prior to the opening of the bids. The
Financial Surety Bond must identify each bidder whose Deposit
is guaranteed by such Financial Surety Bond.
If the Bonds are awarded to a bidder utilizing a
Financial Surety Bond, then that bidder is required to submit
its Deposit to the City in the form of a cashier' s check {or
wire transfer such amount as instructed by the City) not
later than 12:30 p.m. Pacific Daylight Time, on the next
business day following the award. If such Deposit is not
received by that time, the Financial Surety Bond may be drawn
by the City to satisfy the Deposit requirement. In the event
the bidder s to honor its accepted bid, the Depos will
be retained by the City.
If the Bonds are awarded to a bidder izing a
certified or cashier's check, the check accompanying any
accepted proposal will be held by the City following the
award to the successful bidder. If, after the award of the
Bonds the successful bidder fails to complete its purchase on
the terms stated in its proposal, the check will be cashed by
the City and the proceeds thereof will be retained by the
City.
If the successful bidder
Bonds on the terms stated in
be appl to the purchase
completes its purchase of the
its proposal, its Deposit will
of the Bonds on the date of
The check accompanying each delivery of the Bonds.
unaccepted proposal will
each unsuccessful bidder.
be made available for recovery by
No interest will be paid upon the
EXHIBIT C
Page 5
deposit made by any bidder.
(b) Fees: The successful bidder will be required,
pursuant to State law, to pay any fees to the California Debt
and Investment Advisory Commission ( "CDIAC") . CDIAC will
invoice the successful bidder after the closing of the Bonds.
Also, the successful bidder must pay all fees required by The
Depository Trust Company, Public Securities Association,
Municipal Securities Rulemaking Board, and any other similar
entity imposing a fee in connection with the issuance of the
Bonds.
Forms of Bids: The Bonds shall be sold for cash only. All
bids must be for not less than all of the Bonds hereby offered for
sale and for not less than ninety-eight and one-half percent
(98.5%) and not more than one hundred percent (100%) of the par
value thereof and accrued interest to the date of delivery. The
rate or rates are not to exceed those specified herein, at which
the bidder offers to buy the Bonds. Each bidder shall state in
its bid the true interest cost percentage ("TIC") and total
interest cost in dollars which shall be considered informative
only and not a part of the bid. The following forms of bids are
the only forms authorized:
(a) Sealed Bids. Each bid, on the Bid Form attached,
together with the bid deposit, must be in a sealed envelope,
addressed to the City of Palo, c/o Stone & Youngberg LLC, 50
California Street, 35th Floor, San Francisco, CA California,
94111 "Proposal for Limited Obligation Improvement Bonds,
City of Palo Alto, University Avenue Area Off-Street Parking
Assessment District, Series 2001-A."
(b) Fax Bids. Fax Bids will be accepted at the
telephone number written on the first page hereof. Fax bids
must be completely received by the time appointed for bid
opening. Any fax bids in the course of transmission and not
completely received at the appointed time will not be
accepted. NOTE: Neither the City, the Financial Advisor, nor
Bond Counsel assumes and the bidder fully assumes all risk of
and responsibility for inaccurate or illegible bids or for
delay due to engaged telephone lines and/or equipment failure
or malfunction at the place and time of bid opening or for
delay from the bidders choice to deliver its bids by other
than hand delivery.
(c) Electronic Bids. Bidders may submit electronic bids
using Parity. A bidder intending to use Parity must
communicate its bid electronically via Parity on or before
10:00 a.m. Pacific Daylight Time on Wednesday, June 13, 2001
(the "Parity Bid Deadline"). No bid will be received by
Parity for the Bonds after the Parity Bid Deadline. To the
extent that any instructions or directions or terms set forth
in Parity conflict with this Official Notice of Sale, the
terms of this Official Notice of Sale shall control. For
further information about Parity, contact the Financial
Advisor or Dalcomp at 395 Hudson Street, New York, NY 10014,
telephone (212) 806-8304 or 3909 or at 3909 Sarita Drive,
EXHIBIT C
Page 6
Fort Worth, TX 76109, telephone (817} 932-5700. For purposes
of the electronic bidding process Parity (and for no
other purposes under this Official Notice of Sale}, the time
as maintained by Parity shall be the off time
Right to Cancel, Postpone or Reschedule Sale: The City
hereby reserves the right to cancel, postpone or reschedule the
sale of the Bonds upon notice in The Bond Buyer not less than
twenty-three (23} hours before the time for of bids. If
the sale is postponed, bids will be received at the above place at
such date and hour as may be determined, with notice of such new
sale date and hour to be given by The Bond Buyer not later than
twenty-three (23) hours before the new hour for receipt of bids.
lure of any bidder to receive such notice or any other form of
notice of canceled, postponed or rescheduled sale shall not affect
the legality or validity of any sale.
Determination of Best Bid: Unless all bids are rejected, the
Bonds will be awarded to the bidder whose proposal results in the
lowest TIC to the City. The TIC will be the nominal t rate
which, when compounded semiannually and used to discount all debt
ce payments on the Bonds to the dated date thereof, results
an amount equal to the price bid for the Bonds (assuming that
any term Bonds are redeemed as scheduled by sinking fund
redemption payments) at the interest rate or rates specified in
the 'bid. The determination of the bid with the lowest TIC will be
made without regard to any adjustments made or contemplated to be
made after award as described herein under "Adjustment of
Principal Amount," even if such adjustments raise the TIC of the
successful bid to a level higher than the bid with the next lowest
TIC before adjustment.
Right
disc,retion,
prohibited
bid.
of Reject ion:
to reject any
by law to waive
The City reserves
and all bids and
any irregularity or
the right, in
to the extent
informality in
its
not
any
Time of Award: The City has authorized the award of the sale
of the Bonds or the rejection of all bids to be made by the
of Administrative Services of the City not later than
5:00 p.m. on the day of the receipt of bids, provided, that the
award may be made after the expiration of the specified time if
the bidder shall not have given to the City notice in writing of
the withdrawal of such proposal.
Certificate Regarding Reoffering Prices: As soon as
practicable, but not later than seven days prior to delivery of
the Bonds, the successful bidder must submit to the City a
certi cate specifying for each maturity the reoffering price at
which at least 10% of the Bonds of such maturity were sold (or
were offered a bona fide public offering and as of the date of
award of the Bonds to the successful bidder reasonably expected to
be sold) to the public. Such certificate shall be in form and
substance satisfactory to Bond Counsel and shall include such
additional information as may be requested by Bond Counsel.
be
Delivery; Cancellation: It
del to the successful
is expected that the Bonds will
bidder in San Francisco within
EXHJ:BJ:T C
Page 7
thirty days from the date of sale thereof. Delivery of the Bonds
will be made through DTC upon payment in federal funds. The
successful bidder shall have the right, at such bidder's option,
to cancel the contract of purchase if the Bonds are not tendered
for delivery within sixty (60) days from the date of the sale
thereof, and in such event the successful bidder shall be entitled
to the return of the deposit accompanying the bid.
Change in Tax Exempt Status: At any time before the Bonds
are tendered for deli very, the successful may disaffirm and
withdraw its proposal if the interest received by private
bondowners from the Bonds of the same type and character shall be
declared to be taxable income under present federal income tax
laws, either by a ruling of the Internal Revenue Service or by a
decision of any federal court, or shall be declared taxable, or be
required to be taken into account in computing federal income
taxes (except alternative minimum taxes payable by corporations)
by any federal income tax law enacted subsequent to the date of
this notice.
Closing Papers; Bond Preparation: Each proposal will be
understood to be conditioned upon the City furnishing to the
purchaser, without charge, concurrently with payment for and
delivery of the Bonds, the following closing papers, each dated
the date of delivery:
(a) Bond Counsel: The opinion of Jones Hall, A
Professional Law Corporation, San Francisco, California, Bond
Counsel, approving the validity of the Bonds and stating
that, under existing law, interest on the Bonds is excluded
from gross income for federal income tax purposes and is not
an item of preference for purposes of the federal alternative
minimum tax imposed on certain individuals and corporations;
and that such interest is also exempt from personal income
taxes of the State of California under present state income
tax laws. Other federal tax consequences to owners of the
Bonds, if any, is not addressed in the opinion. A copy of
the opinion of Bond Counsel, certified by the official in
whose office the original is filed, will be printed on each
of the Bonds at no charge to the purchaser.
(b) No Arbitrage: A certificate of the City certifying
that on the basis of the facts, estimates and circumstances
in existence on the date of issue, it is not expected that
the proceeds of the Bonds will be used in a manner that would
cause the Bonds to be arbitrage Bonds;
(c) Due Execution: A certificate of the City, signed by
off and representatives of the County, certifying that
the officers and representatives have signed the Bonds
whether by facsimile or manual signature, and that they were
respectively duly authorized to execute the same;
(d) Receipt: The receipt of the City showing that the
purchase price of the Bonds, including interest accrued to
the date of delivery thereof, has been received by the City;
(e) City Opinion: A certificate
EXHIBIT C
Page 8
executed by legal
counsel for the City, certifying that there is no known
litigation threatened or pending affecting the validity of
the Bonds; and
(f) Official Statement Certificate: A certificate of
the City, signed by an officer of the City, acting in such
officer's official capacity, to the effect that at the time
of the sale of the Bonds, and at all subsequent thereto
up to and including the time of the deli very of the Bonds,
the Official Statement relating to the Bonds did not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading.
CtJSIP Numbers: It is anticipated that CUSIP numbers will be
printed on the Bonds, but neither the to print such
numbers on any Bond nor error with thereto shall
constitute cause for a failure or refusal by the purchaser thereof
to accept delivery of and pay for the Bonds in accordance with
Bonds and the CUSIP Service Bureau charge for the assignment of
such numbers shall be paid by the successful bidder.
Continuing Disclosure. The City has covenanted for the
benefit of the holders and beneficial owners of the Bonds to
provide certain financial information and operating data relating
to the City by not later than nine months following the end of the
City's fiscal year (which currently will be March 31 of the
following year) (the "Annual Report"), commencing with the Annual
Report for the 2000-2001 Fiscal Year, and to provide notices of
the •occurrence of certain enumerated events, if deemed by the City
to be material. The Annual Report will be filed by the City with
each Nationally recognized Municipal Securit Information
itory and with the State Information Repository, if any. The
notices of material events will be filed by the City with the
Municipal Securities Rulemaking Board and with the State
Information Repository, if any. These covenants have been made in
order to assist the Purchaser in complying with Rule 15c2-12 (b) (5)
of the Securities and Exchange Commission (the "Disclosure Rule").
Official Statement: The City has authorized an Official
Statement relating to the Bonds, a copy of which will be furnished
upon request to the Financial Advisor. Such Preliminary Official
Statement is in a form "deemed final" by the City for the purposes
of SEC Rule 15C2 12 (b) (1) but is subject to revision, amendment
and completion. The City will furnish to the successful bidder, at
no charge within seven business days of the date of sale, up to
two hundred fifty (250) copies of the Official Statement for use
in connection with any resale of the Bonds.
DA'l'ED
Council of
2001.
as of June 4, 2001, and GIVEN by order of
the City of Palo Alto California, adopted
Is/ Carl L. Yeats
the City
May 14,
Title: Director of
Administrative Services
EXHIBIT C
Page 9
OFFICIAL BID FORM
City of Palo Alto
c/o Stone & Youngberg, LLC
50 California Street
San Francisco, CA 94111
Fax No. (415) 445-2395
Bidding Firm's Name
Authorized Signatory:
Re: PROPOSAL FOR THE PURCHASE OF
$9,135,000*
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UNrvERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
the authorized signature above, we hereby submit this bid
(consisting of the Purchase Price and Interest Rates entered
below) for the above-described Bonds in accordance with the
Off ic Notice of Sale relating thereto dated as of June 4, 2 0 01,
which Notice together with all representations and agreements on
Page 2 hereof are hereby made part of this bid:
Par Value: $ less Discount of $ (not to exceed
$137,025)
Purchase Price: $ (plus a_c_c_r_u_e_d-:;--i'n-t:-e_r_e-st to the date of delivery)
Check Check
Year Principal* if Term Interest Year Principal* if Term
(S§;!tember 2) t Amount Bondst ~ ( SeQtember 2 ) t Amount Bondst
2004 170,000 % 2018 320,000
.2005 175,000 % 2019 340,000
2006 180,000 % 2020 360,000
2007 190,000 % 2021 380,000
2008 195,000 % 2022 400,000
2009 205,000 % 2023 425,000
2010 215,000 % 2024 450,000
2011 225,000 % 2025 475,000
2012 235,000 % 2026 500,000
2013 250,000 % 2027 530,000
2014 260,000 % 2028 560,000
2015 275,000 % 2029 595,000
2016 290,000 % 2030 630,000
2017 305,000 %
(plus accrued interest from Closing Date)
*Preliminary, subject to adjustment pursuant to Notice of Sale.
tClearly indicate each Term Bond as follows: Enter "Term" in blank for year of
initial mandatory sinking fund payment; draw arrow to maturity; enter Interest
Rate in blank for year of maturity.
Interest
Rate
%
%
%
%
%
%
%
%
%
%
%
%
%
The interest rate on any maturity or group of maturities is
not more than 3% higher than the interest rate on any other
maturity or group of maturities. The maximum interest rate bid
does not exceed eight percent (8%) per annum. Each interest rate
bid is a multiple of 1/8 or 1/20 of 1%. No Bond bears more than
one rate and all Bonds of the same maturity bear the same interest
rate. Each Bond maturing shall bear a rate of equal to or
EXHIBIT C
Page 10
greater than rate of the next previous maturity. Each Bond bears
interest at the interest rate specifi from its dated date to its
maturity date.
We understand that the above principal amounts are subject to
adjustment under the terms of the Official Notice of Sale.
We will pay therefor
discount of
the principal amount thereof, less a
plus interest accrued on the Bonds to
the date of delivery.
This proposal is made subject to all the terms and conditions
of the Official Notice of Sale for the Bonds dated as of June 4,
2001, all of which terms and conditions are made a part hereof as
fully as though set forth in full this proposal, including the
obligation of the successful bidder to pay fees, charges and costs
of issuance as provided in the Official Notice of Sale.
This proposal is subject to acceptance, in whole or in part,
within twenty-three (23) hours after expiration of the time for
the receipt of proposals, as specified in said Official Notice of
Sale.
There is enclosed herewith
Financial Surety Bond (circle
order of the City of Palo
Services.
a certified or cashier's check or
one) for $50,000 payable to the
Alto Director of Administrative
We hereby request that printed copies of
Statement (not to exceed 250 copies) pertaining to
furnished to us in accordance with the terms of
Noti,ce of Sale.
the Official
the Bonds be
the Official
The following is our computation made as provided in the
Notice Inviting Bids, but not constituting any part of the
foregoing, of the net interest cost under the foregoing proposal,
to wit:
Total Interest Cost
Proposed Discount
True Interest Cost
$ ____ _
$ ____ --::-
%
The following a list of the members of our account on
whose behalf this bid is made:
Respectfully submitted,
Name of Bidder:
Account Manager:
By:
Address:
Phone:
Fax:
BXHJ:BJ:T C
Page 11
NOTICE INVITING BIDS
NOT TO EXCEED
$9,360,000*
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UNIVERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
NOTICE IS HEREBY GIVEN, that the City of Palo Alto,
California will receive bids on the captioned bonds on:
WEDNESDAY, JUNE 13, 2001
at 10:00 a.m. (Pacific Daylight Time), at the offices of Stone &
Youngberg LLC, 50 California Street, 35th Floor, San Francisco, CA
94111. The sale will be awarded by the Finance Director of the
City pursuant to the order of the City Council not later than 5:00
p.m. on the day prescribed for receipt of bids. If no proposal is
received or accepted, not of a new sale date and hour shall be
given by notice in Thomson Municipal News or Bloomberg Business
News not later than 23 hours before the new hour for receipt of
bids, until such time as a bid is awarded or notice to the
contrary is given. Further information, including copies of the
prel'iminary Official Statement, Official Notice of Sale and form
of Bid ProposaL may be obtained from Stone & Youngberg LLC, at
the above address or by calling (415) 445-2327.
Dated as of May 15, 2001
EXHl:Bl:T C
Page 12
NOTICE OF INTENTION
NOT TO EXCEED
$9,360,000*
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UNIVERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
NOTICE IS HEREBY GIVEN, under Section 53692 of the California
Government Code, that the City of Palo Alto, California, will
receive bids on the captioned bonds on:
WEDNESDAY,JUNE 13, 2001
at 10:00 a.m. (Pacific Daylight Time), at the offices of Stone &
Youngberg LLC, 35th Floor, 50 California Street, San Francisco, CA
94111. The sale will be awarded by the Director of the
City pursuant to the order of the City Council not later than 5:00
p.;m. on the day prescribed for receipt of bids. If no proposal is
received or accepted, notice of a new sale date and hour shall be
given by notice in Thomson Municipal News or Bloomberg Business
News not later than 23 hours before the new hour for receipt of
bids, until such time as a bid is awarded or notice to the
cont~ary given. Further information, including copies of the
preliminary Official Statement, Official Notice of Sale and form
of Bid Proposal, may be obtained from Stone & Youngberg LLC, at
the above address or by calling (415) 445-2327.
Dated as of May 15, 2001
EXHIBIT C
Page 13
CERTIFICATE OF AWARD
OF SALE OF BONDS
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UNIVERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
With respect to the captioned Bonds
undersigned certifies as follows:
(the "Bonds") the
1. The undersigned is the Director of Administrative
Services of the City of Palo Alto (the "City") and makes this
certification for and on behalf of the City under the
authorization and direction contained in Resolution No.
of the Board of Counc of the City adopted on May 14,
2001.
2. On ______ , 2001, proposals for the purchase of the
captioned bonds (the "Bonds"), as summarized on Attachment I
hereto, were received and opened in accordance with the Official
Notice of Sale for the Bonds, dated as of , 2001.
3. The sale thereof is hereby awarded to:
(the "Original
Purchaser") , at a True Interest Cost of
________ %,
the Original Purchaser's proposal being the best
responsible proposal determined by the method of calculation
therefor contained in the Official Notice of Sale as follows:
4. All proposals shown on Attachment I, other than that of
the Original Purchaser, are hereby rejected.
Dated 2001
Director of Administrative
Services, City of Palo Alto
EXHJ:BJ:T C
Page 14
CERTIFICATE OF AWARD
OF SALE OF BONDS
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UN':IVERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
Attachment I
Swmna.ry of Bids
Name of Bidder Bidder's True Interest Cost (TIC)
EXHJ:BJ:T C
Page 15
CERTIFICATE OF AWARD
OF SALE OF BONDS
LIMTED OBLIGATION IMPROVEMENT BONDS
CITY OF PALO ALTO
UNIVERSITY AVENUE AREA OFF STREET PARKING ASSESSMENT DISTRICT
SERIES 2001-A
Attachment II
Maturity Schedule
$10,000,000 Principal Amount
Maturity
Date
September 2
Principal
EXH:IB:IT C
Page 16
Interest