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HomeMy WebLinkAboutRESO7473RESOLUTION NO. 7473. RESOLUTION or THE COUNCIL or THE CITY OF PALO ALTO AUTHORIZING THE SALE or NOT TO EXCEED $9,450,000 PRINCIPAL AMOUNT OF UTILITY REVENUE BONDS, 1995 SERIES A, ADOPTING OFFICIAL NOTICE OF SALE, NOTICE OF SALE, NOTICE OF INTENTION AND OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS RELATED THERETO The Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. Authority. The City is a chartered city and municipal corporation organized and existing under the constitution and laws of the State of California and is duly empowered as a chartered city to exercise the powers reserved to it under said constitution with respect to municipal affairs; SECTION 2. Utility Systems. As an exercise of such powers the City has heretofore adopted the provisions of Chapter 12.28 (commencing with Section 12.28.010) of the Palo Alto Municipal Code (the 'Law") which authorize the City, when the public interest and necessity require, by resolution, to issue its revenue bonds for the purpose of financing or refinancing the acquisition, construction, extension or improvement of any utility enterprise system or facility of the City; SECTION 3. Outstanding Bonds. The City has heretofore authorized, issued and sold its City of Palo Alto Utility Revenue Refunding Bonds 1990 Series A Bonds and the City of Palo Alto Utility Revenue Refunding Bonds, 1992 Series A (the "Prior Bonds"), under the Law for the purpose of refunding certain outstanding utility revenue bonds of the City and for the purpose of financing certain extensions and improvements to the storm and surface water system component of the City's utility Enterprise, respectively; SECTION 4. bonds Proposed. The City, after due investigation and deliberation, has determined that it is in the public interest of the City at this time to authorize the issuance of an additional series of bonds to be known as City of Palo Alto Utility Revenue Bonds, 1995 Series A (the "Bonds"), under the Law for the purpose of financing additional extensions and improvements to the storm and surface water system component of its utility Enterprise; SECTION 5. Bond Sale Documents. Stone & Youngberg, financial advisor to the City (the "Financial Advisor'), has prepared and submitted to the City a preliminary Official Statement relating to the Bonds. in form a copy of which is hereto attached and incorporated herein by reference as Exhibit A, for • • distribution to municipal bond broker -dealers, banking institutions and to members of the general public who may be interested in purchasing the Bonds and Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, as bond enunsel to the City ("Bond Counsel"), has prepared an official notice of sale of the Bonds (the "Official Notice of Sale") in form a copy of which is hereto attached and incorporated herein by reference as Exhibit B, and a notice of intention to sell the Bonds (the "Notice of Intention"), in form a copy of which is hereto attached and incorporated herein by reference as Exhibit C, and a short form of Notice of Sale of Bonds (the "Notice of Sale") for publication as herein provided, a copy of which is hereto attached and incorporated herein by reference as Exhibit D; SECTION 6. Authorization of Sale. Monday, January 23, 1995, at the hour of 10:00 a.m. (Pacific Standard Time), or if the City does not accept proposals received on such date or if no proposals are received on such date, then February 6, 1995, at the hour of 10:00 a.m. (Pacific Standard Time), is hereby fixed as the time, and the office of the Bond Counsel, Four Embarcadero Center, 19th Floor, San Francisco, California 94111, 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. The issuance of the Bonds will be authorized and the sale will be awarded by resolution of the Council to be adopted at its meeting to be held on January 23, 1995, (or February 6, 1995, as the case may be) at 7:00 p.m. to the bidder whose responsible bid for the Bonds results in the lowest true interest cost to the City, to be determined in accordance with the Official Notice of Sale. The principal amount of the Bonds shall not exceed $9,450,000, which principal amount may be decreased before the giving of notice of the sale of the Bonds as herein provided and the documents referenced in Section 5 hereof shall be revised accordingly. SECTION 7. Notice of Intention. The Director of Finance of the City is authorized and directed to cause to be published the Notice of Intention in the form hereto attached as Exhibit C once in The Bond Buver, a financial publication generally circulated throughout the State of California, such publication to be not later than January 6, 1995. SECTION 8 Notice of Sale. The Director of Finance is hereby authorized and directed to cause to be published the short form of Notice of Sale hereto attached as Exhibit D one time in the Palo Alto Weekly, being a newspaper of general circulation circulated within the boundaries of the City, such publication to be not later than January 6, 1995. SECTION 9_. Official Statement. The preliminary Official Statement describing the Bonds in substantially the form heretofore submitted to the Council is hereby adopted, subject to whatever additions, deletions and corrections may be deemed advisable by the Finance Director or the City Manager (the - 2 - • • `Authorized Official"?, upon consultation with the Financial Advisor, Bond Counsel and the City Attorney. The Authorized Official is hereby separately authorized and directed, upon consultation with the Financial Advisor, Bond Counsel and the City Attorney, to approve such changes to the preliminary Official Statement as shall be necessary to cause such preliminary Official Statement to be brought into the form of a final Official Statement, and the Authorized Official is hereby authorized and directed to execute and deliver copies of the final Official Statement to the purchaser of the Bonds, at the time of delivery of the Bonds. The Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934 (the "Rule'), the preliminary Official Statement. The Authorized Official is hereby authorized to execute an appropriate certificate stating the Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of the Rule. SECTION 10. Distribution of Official Statement and Official Notice of Sale. The Financial Advisor is hereby authorized and directed to cause copies of the preliminary Official Statement to be printed and mailed to prospective bidders for the Bonds, together with copies of. the Official Notice of Sale. SECTION 11. Preparation cf Bonds. The Director of Finance is directed to cause the Bonds to be prepared in accordance with the provisions of the supplemental indenture of trust to be approved by the Council as Dart of the authorizing of the issuance of the Bonds, and to cause their execution by the proper officers of the City and authentication by the trustee named in the supplemental indenture of trust (the "Trustee") and to be caused the Bonds be delivered when so executed and authenticated to or on behalf of the purchaser or purchasers thereof,upon the receipt of the purchase price therefor. SECTION 12. Execution of Documents. The Mayor, Vice Mayor, City Manager, City Clerk, Director of Finance, Assistant Director of Finance, Director of Utilities, Director of Public Works, City Attorney and any and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they or any of them might deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of the Bonds to the original purchaser thereof, subject to the adoption by the Council of a resolution authorizing the issuance and awarding sale of the Bonds. SECTION 13. Effective Date. This resolution shall be effective upon the date of its adoption. - 3 - • • $ECTIQ:7 14. C.E.Q.A. The City Council finds that the action hereby app.;oved does not constitute a project under the California Environmental Quality Act. INTRODUCED AND PASSED: December 19, 1994 AYES: ANDERSEN, FAZZINO, HUBER, KNISS, NOES: ABSENT: SCHNEIDER, SIMITIAN, WHEELER ABSTENTIONS: ATTEST: C:// Ii City C erk APPROVED AS TO FORM JONES HALL HILL & WHITE, A Professional Law Corporation BY: Stephen R. Ca aeggio, Bond Counsel DirecTor of Finance MCCOWN, ROSENBAUM- APPROVED: i 1 Director of Public Works Senior Assistant City Attorney 4 EXHIBIT A PRELIMINARY OFFICIAL STATEMENT [TO COME) Exhibit A - 1 - EXHIBIT B OFFICIAL NOTICE OF SALE $9,450,000 CITY OF PALO ALTO (SANTA CLARA COUNTY, CALIFORNIA) UTILITY REVENUE BONDS 1995 SERIES A NOTICE IS HEREBY GIVEN that sealed proposals will be received by the City of Palo Alto (the "City") at the offices of Jones Hall Hill & White, Four Embarcadero Center, Suite 1900, San Francisco, California 94111, on MONDAY, JANUARY 23, 1995 and (without further advertising. and so long as a proposal has not theretofore been accepted by the City on Monday, February 6, 1995), at the hour of 10:00 a.m. (Pacific Standard Time) for the purchase of $9,450,000 principal amount of the captioned utility revenue bonds of the City (the "Bonds"), more particularly described below. Bidders should refer to the preliminary Official Statement for definitions of terms and credit information regarding the Bonds. TERNS OF THE BONDS ISSUE. The Bonds will be in the principal amount of $9,450,000 designated "City of Palo Alto Utility Revenue Bonds, 1995 Series A," consisting of fully -registered bonds, without coupons, executed and delivered in book -entry only form and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), in the denomination of five thousand ($5,000) each or any integral multiple thereof; provides that no Bond will have principal becoming payable on more than one payment date. Exhibit B •- 1 - • • PATE. MATURITIES AND AMOUNTS. The Bonds will be dated February 1, 1995, with interest from this date at the rate or rates fixed upon the sale thereof and will mature serially on June 1 in each year as set forth in the following table: Maturity Date Principal Maturity Date Principal (June 1) Amount (June 11 Amount 1996 $165,000 2004 $ 260,000 1997 175,000 2005 275,000 1998 180,000 2006 290,000 1999 190,000 2007 310,000 2000 205,000 2008 335,000 2001 215,000 2.009 355,000 2002 230,000 2003 240,000 2020 $6,025,000 ADJUSTMENT OF PRINCIPAL AMOUNTS. The total principal amount of the Bonds and the principal amounts payable on the Maturity Dates herein specified reflect estimates of the City and the Financial Advisor with respect to the successful bid. After selecting such bid, the total principal amount and the principal amounts payable on each Maturity Date are subject to adjustment by the City in increments of $5,000 to reflect actual.interest rates and any premium or discount in the successful bid to create a more level debt service on the Bonds; p,_pvided that such adjustment will not change the total principal amount by more than $200,000 and will not increase or decrease principal on_ any Maturity Date, or any Mandatory Sinking Fund Installment, by more than 10% from the amounts shown in the tables herein. The successful bidder will be notified of any such adjustment within 3 hours of bid opening and may not withdraw its bid because of any adjustment made within the foregoing limits. PRIOR REDEMPTION. (a) Optional Redemption. The Bonds maturing on or before June 1, 2004, are not subject to optional redemption prior to maturity. The Bonds maturing on or after June 1, 2005, are subject to redemption prior to their respective maturity dates, et the option of the City, as a whole on any date, or in part in inverse order of maturities and by lot within a maturity on any Interest Payment Date on or after June 1, 2004, from any source of available funds, at the following respective Redemption Prices (expressed as percentages of the principal amount of the Bonds to be redeemed), plus accrued interest thereon to the date of redemption: Redemption Periods Redemption Prices June 1, 2004 through May 31, 2005 102% June 1, 2005 through May 31; 2006 101% June 1, 2006 and thereafter 100% . Exhibit B - 2 - (b) Soecial Mandatory Redemption From Insurance or Condemnation Proceeds. The Bonds are also subject to redemption as.a whole or in part on any date prior to maturity, in inverse order of maturity and by lot within a maturity, to the extent of the Net Proceeds of hazard insurance not used to repair or rebuild the Enterprise or the Net Proceeds of condemnation awards received with respect to the Enterprise to be used for such purpose, at a Redemption Price equal to the principal amount of the Bonds plus interest accrued thereon to the date fixed for redemption, without premium. (c) Mandatory Sinkirra Fund Redemption. The Bonds maturing on June 1, 2020 (the "Term Bonds") are also subject to mandatory redemption in part by lot, on June 1 in each year commencing June 1, 2010, from Mandatory Sinking Fund Installments, at a Redemption Price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and in the respective years as set forth in the following tables (as adjusted according to the provisions of "ADJUSTMENT OF PRINCIPAL AMOUNTS" above): Sinking Fund Account Redemption Date (June 1) Mandatory Sinking Fund Installments 2010 $380,000 2011 405,000 2012 435,000 2013 465,000 2014 500,000 2015 535,000 2016 575,000 2017 615,000 2018 655,000 2019 705,000 2020 (Maturity) 755,000 PAYMENT. Interest on the Bonds is payable semiannually on each June 1 and December 1 (each, and "Interest Payment Date" or "Payment Date"), commencing June 1, 1995. So long as Cede & Co. is the registered holder of the Bonds, principal of and premium, if any, and interest evidenced and represented by the Bonds will be paid by Bank of America National Trust & Savings Association, San Francisco, California, as Trustee (the "Trustee"), at its principal corporate trust office directly to DTC, which will in turn remit such principal, premium, if any, and interest to its participants for subsequent disbursement to the beneficial owners of the Bonds. PURPOSE OF ISSUE. The Bonds are to be issued by the Council of the City in the name and on behalf of the City and are Exhibit B - 3 - • . authorized pursuant to the charter of the City and the provisions of Chapter 12.28 (commencing with Section 12.28.010), of the Palo Alto Municipal Code, for the purpose of financing capital improvements to and expansion of the storm and surface water component of the City's utility Enterprise. SECURITY. The City has transferred, placed a charge upon, assigned and set over to the Trustee, for the benefit of the Owners, that portion of the Net Revenues of the Enterprise which is necessary to pay the principal or redemption price of and interest on the Bonds in any Fiscal Year, together with all moneys on deposit in the Debt Service Fund, and such portion of the Net Revenues has been irrevocably pledged to the punctual payment of the principal or redemption price of and interest on the Bonds. The Net Revenues cannot be used for any other purpose while any of the Bonds remain Outstanding, except that out of Net Revenues there may be apportioned and paid such sums for such purposes, as are expressly permitted by the Indenture. Said pledge constitutes a first, direct and exclusive charge and lien on the Net Revenues for the payment of the principal or redemption price of and interest on the Bonds and any bonds issued on a parity therewith, all in accordance with the terms thereof. The Net Revenues constitute a trust fund for the security and payment of the principal or redemption price of and interest on the Bonds. The general fund of the City is not liable and the credit or taxing power of the City is not pledged for the payment of the principal or redemption price of and interest on the Bonds. The Owner of the Bonds cannot compel the exercise of the taxing power by the City or the forfeiture of its property. The principal or redemption price of and interest on the Bonds are not a debt of the City, nor a legal or equitable pledge, charge, lien or encumbrance, upon any of its property, or upon any of its income, receipts, or revenues except the Net Revenues of the Enterprise.. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OF PALO ALTO, THE STATE OF CALIFORNIA, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE BONDS. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE CITY, BUT ARE LIMITED OBLIGATIONS PAYABLE SOLELY FROM CERTAIN FUNDS HELD PURSUANT TO THE INDENTURE. NEITHER THE CITY OF PALO ALTO NOR THE STATE OF CALIFORNIA SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE BONDS, OR THE INTEREST THEREON AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OF PALO ALTO, THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. TAX-EXEMPT STATUS. In the opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax Exhibit B - 4 - imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on certain corporations, such interest is taken into account in determining -certain income and earnings. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. In the event that, prior to the delivery of the Bonds (a) the interest on other obligations of the same type and character shall be declared to be subject to taxation (either at the time of such declaration or at any future date) under any federal income tax laws, either by the terms of such laws or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (b) any federal income tax law is enacted which will have a substantial adverse effect upon the owners of the Bonds as such, the successful bidder may, at its option, prior to the tender of the Bonds, be relieved of its obligation to purchase the Bonds, and in such case the deposit accompanying its bid will be returned. LEGAL OPINION. The legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, Bond Counsel, approving the validity of the Bonds and regarding "TAX- EXEMPT STATUS" above will be furnished to the successful bidder without cost. )U ICIPAL BOND INSURANCE. The City has applied for a commitment for a policy of municipal bond debt service insurance on the Bonds and at least 24 hours prior to the time for receipt for bids will advise on the Munifacts News Service whether such commitment has been obtained and from whom it has been obtained. If it has been obtained, any bidder may elect to purchase such insurance for all or part of the Bonds; provided that the cost of such insurance will be paid by such bidder and the insurance premium will be treated as a discount in determining the best price for the Bonds (subject to a 2% limit on underwriting discount) as described in "BASIS FOR AWARD" herein. .The City will accept bids which are based upon the issuance of a municipal bond insurance policy but only by the entity described in the Munifacts News Service as set forth above. However, bids shall not be conditioned upon the issuance of any such policy. The City makes no representation as to whether the Bonds will qualify for municipal bond insurance. Payment_ of any insurance premium and satisfaction of any conditions upon the issuance of a municipal bond insurance policy shall be the sole responsibility of the bidder. In particular, the City will not amend nor supplement the Indenture in any way nor will it agree in advance of the sale of the Bonds to enter into any additional agreements with respect to the provision of any such policy. FAILURE OF THE MUNICIPAL BC/1D DEBT SERVICE INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL NOT CONSTITUTE CAUSE FOR A FAILURE OR REFUSAL BY THE SUCCESSFUL BIDDER TO ACCEPT DELIVERY OR PAY THE PURCHASE PRICE BID FOR THE BANDS. The successful bidder must Exhibit B - 5 - provide the City with the municipal bond insurance commitment, including the amount of the policy premium, as well as information with respect to the municipal bond insurance policy and the insurance provider for the inclusion in the final Official Statement within two (2) business days following the award of the bid by the City. The City will require a certificate from the insurance provider on or prior to the date of delivery of the Bonds relating to any information relating to such insurance provider included in the final Official Statement, together with an opinion of counsel to the insurance provider regarding the enforceability of the municipal bond insurance policy in form reasonably satisfactory to the City. TERMS OF SALS FORM OF BID: MAXIMUM DISCOUNT. Bids must be for all of the Bonds, and must be for not less than ninety-eight percent (98%) of the par value thereof plus accrued interest. Each bid, together with the bidder's certified or cashiers chec., must be enclosed in the sealed envelope addressed to "City of Palo Alto" at the address mentioned above no later than 10:00 a.m. on said date of sale, and endorsed "Proposal for City of Palo Alto Utility Revenue Bonds, 1995 Series -A." Each bid crust be' in' accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, the Official Bid Form attached hereto. I'UMBER OF ADS. Each bidder may submit only one bid. INTEREST RATE. The maximum interest rate bid may not exceed twelve percent (12%) per annum, payable semi-annually on eachJune 1 and December 1, commencing June 1, 1995 (each, an "Interest Payment Date"). Bidders must specify the rate of interest which the Bonds bid upon shall bear, provided that: (i) each bid must be on the Official Bid Form; (ii) each bid must state in a multiple of one -eighth (1/8) or one -twentieth (1/20) of one percent -(1%) of the rate or rates of interest per annum which the Bonds of the several maturities are to bear and a zero rate of interest cannot be specified; (iii) only one interest rate may be stated for Bonds of the same maturity; (iv) each Bond bid upon shall hear interest from its date to its stated maturity at the interest rate specified in the bid; (v) the interest rate for Bonds of any maturity must be equal to or lower than the interest rate on Bonds of the next succeeding maturity; and (vi) the spread betweenthe lowest and the highest interest rate shall not exceed three percent (3%). ESTIMATES OF INTEREST CQSTS. Bidders are requested (but not required) to supply an estimate of the true interest cost (TIC) on the basis of their respective bids (determined in accordance with the paragraph "BASIS Or -AWARD" below), which estimation shall be Exhibit B - 6 - considered as informative only and not binding on either the bidder or the City. --- BASIS OF AWARD. Bids must be for the purchase of all of the Bonds. The Bonds will be awarded to the highest responsible bidder therefor, considering the interest rate or rates specified and the premium or discount offered, if any. If any bidder elects to purchase a policy of municipal bond debt service insurance on the Bonds (as described in 'MUNICIPAL BOND INSURANCE" herein), the cost of such insurance will be treated as a discount (subject to the 2% limit) in determining the best price for the Bonds and will be borne by the bidder and disclosed to the City. The highest responsible bidder will be the bidder submitting the best price for the Bonds, which best price will result in the lowest effective interest rate or true interest cost. The lowest effective interest rate will be computed in accordance with the true interest cost computed by doubling the semiannual interest rate (compounded semiannually) necessary to discount debt service payments from their respective payment dates to the expected closing date of the Bonds and to the price bid (including any premium or discount) and accrued interest from the dated date of the Bonds to February 15, 1995, the anticipated date of delivery of the Bonds. For purposes of calculating the true interest cost, the principal amount of the Bonds designated as mandatory sinking fund installments as part of the Term Bonds will be treated as a serial maturity in each year. In the event two or more bids offer the same lowest true interest cost, the City reserves the right to exercise its own discretion and judgment in making the award. The successful bidder must pay accrued interest, if any, computed on a 360 -day year (30 --day month) basis, from the date of the Bonds to the date of delivery. Changes made in the total principal amount or amortization schedule will not affect the determination of the winning bidder or give the winning bidder any right to reject the Bonds. No bid for less than ninety-eight percent (98%) of the par value of the Bonds and accrued interest (which interest shall be computed on a basis of a 360 -day year composed of twelve 30 -day months) will be entertained. DP 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 $25,000.00, payable to the order the "City of Palo Alto, is required for each bid to be considered. If a check is used, it must accompany each bid. If a Financial 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 or 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. Exbibit B - 7 - If the Bonds are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser (•Purchaser') 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 3:30 p.m. Pacific Standard 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 Purchaser fails to honor its accepted bid, the Deposit will be retained by the City. If the Bonds are awarded to a bidder utilizing 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 as liquidated damages. If the successful bidder completes its purchase of the Bonds on the terms stated in its proposal, its Deposit will be applied to the purchase of the Bonds on the date of delivery of the Bonds. The check accompanying each unaccepted proposal will be returned by the City by personal delivery or by mail promptly after the date. of sale to the address specified by the bidder in the Official Bid Form. No interest will be paid upon the deposit made by any bidder. -RIGHT OF REJECTION. The Council reserves the right, in its discretion, to reject any and all bids and to waive any irregularity or informality in any bid. RIGHT OF CANCELLATION OF SAUL BY CITY. The City reserves the right, in its sole discretion, at any time to cancel the public sale of the Bonds. In such event, the City shall cause notice of cancellation of this invitation for bids and the public sale of the Bonds to be communicated through Munifacts News Service as promptly as practicable. However, no failure to publish such notice or any defect or omission therein shall affect the cancellation of the public sale of the Bonds. PROMPT AWARD. The Council will take action awarding the Bonds or rejecting all bids not later than thirteen (13) hours after the expiration of the time herein prescribed for the receipt of proposals unlass such time of award is waived by the successful bidder. DELIVERY AND PA"MENT. The Bonds will be delivered to DTC in New York, New York for deposit on or about February 15, 1995. The successful bidder will pay the Trustee for the Bonds on the date of delivery in Federal Reserve Bank funds or equivalent immediately available funds to the City. Payment on the delivery date will be made in an amount equal to the price bid for the Bonds plus accrued interest, if any, less the amount of the good • Exhibit B faith deposit as described in the paragraph captioned BID DEPOSIT." RIGHT OF CANCELLATION: The successful bidder shall have the right, at its option, to cancel its purchase of the Bonds if the City shall fail to cause the execution and delivery of the Bonds and tender the same for delivery within sixty (60) days from the date of sale thereof, and in such event, the successful bidder shall be entitled to the return of the deposit accompanying its bid. CERTIFICATION OF REOFFERING PRICE. Simultaneously with or before delivery of the Bonds, the successful bidder will furnish to the District a written statement in form and substance acceptable to Bond Counsel (a) stating the initial reoffering prices on each maturity of the Bonds, (b) certifying that a bona fide offering of the Bonds has been made to the public (excluding bond houses, brokers and other intermediaries), (c) stating the prices at which at least ten percent '10%) of each maturity of the Bonds were sold to the public (excluding bond houses, brokers and other intermediaries), and (d) stating the price at which each Bond was sold, or will be sold, to institutional or other investors with concessions or at a discount from the prices at which Bonds were, or will be, sold to the general public. Such. written statement will state that it is made on the best knowledge, information and belief of the successful bidder after appropriate investigation. CALIFORNIA DEBT ADVISORY COMMISSIQN. The City has duly notified the California Debt Advisory Commission of the proposed. sale of the Bonds. Payment of all fees to the California Debt Advisory Commission in connection with the execution, sale and delivery of the Bonds shall be the sole responsibility of the successful bidder, and not of the City. 2O LITIGATION. There is no litigation pending concerning the validity of the Bonds, the existence of the City or the entitlement of the officers thereof to their respective offices, and the successful bidder will be furnished a no -litigation certificate certifying to the foregoing as of and at the time of delivery of the Bonds. CUSIP NUMBERS. It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bonds nor any error with respect 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 the terms hereof. All expenses in relation to the printing of CUSIP numbers on the Bond shall be paid for by the City; provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the purchaser. Exhibit B - 9 - • • OFFIUAL STATEMENT. A copy of the preliminary Official Statement and the Official Notice of Sale will be furnished upon request to the financial advisor of the City, Stone & Youngberg, 50 California Street, Suite 3500, San Francisco, CA 94111, telephone (415) 981-1314. Such preliminary Official Statement is in a form "deemed final" by the City for purposes of SEC Rule 15c2-12 (b)(1) but is subject to revision, amendment and completion. The City will provide the successful bidder up to 200 printed copies of the final Official Statement without charge, with any additional copies to be furnished at the expense of the successful bidder. DISCLOSURE CERTIFICATE. The City will deliver to the purchaser of the Bonds a certificate of an official of the City, dated the date of Bond delivery, stating that as of the date thereof, to the best of the knowledge and belief of said official, the Official Statement does not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and further certifying that the signatory knows of no material adverse change in the condition of the City which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds. INFQRNATIOIQ AVAILABLE. Requests for information concerning the City should be addressed to: FINANCIAL ADVISOR: Stone & Youngberg 50 California Street, ' 35th Floor San Francisco, CA 9411 Attn: Ed Schilling or Sohail Bengali (415) 981-1314 CITY: City of Palo Alto City Hall 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Emily Harrison, Director of Finance (415) 329-2533 GIVEN pursuant to resolution of the Council of the City of Palo Alto adopted December 19, 1994. Dated: December 19, 1994 By City Clerk Exhibit B - 10 - OFFICIAL BID FORM PROPOSAL YOR THE PURCHASE OF $9,450,000 CITY OF PALO ALTO (SANTA CLARA COUNTY, CALIFORNIA) UTILITY REVENUE BONDS 1995 SERIES A City of Palo Alto c/o Jones Hall Hill & White Bond Counsel Four Embarcadero Center,'19th Floor San Francisco, California 94111 (415) - 391-5780 Ladies and Gentlemen: We offer to purchase the $9,450,000 City of Palo Alto Utility Revenue_Bon's, 1995 Series A in the principal amounts*, in such denominations, dated February 1, 1995, maturing on June 1 in the years and bearing interest as follows: Maturity Date Principal (auge 1) Amount - 1996 $165,000 1997 175,000 1998 180,000 1999 190,000 2000 205,000 2001 215,000 2002 230,000 2003 240,000 I:: erect Barg Maturity Date Principal (June 1) Amount 2004 $260,000 2005 275,000 2006 290,000 2007 310,000 2008 335,000 2009 355,000 2020 $6,025,000 and to pay therefor the principal amount thereof premium of $ (or minus a discount of $ interest accrued on such Bonds from February 1, 1995, to of delivery thereof, which is estimated to be February 15, "Subject to adjustment as set forth in the Official - Notice of Sale Exhibit B - 11 - Interest Rate , plus a ), plus the date 1995. • This proposal is made subject to all the terms and conditions of the Official Notice of Sale of such Bonds dated December 19, 1994, all of which terms and conditions are made a part hereof as fully as though set forth in full in this proposal. This proposal is subject to acceptance, in whole or in part, within thirteen (13) hours after the expiration of the time for the receipt of proposals, as specified in said Official Notice of Sale; we agree that it may not be withdrawn prior to the expiration of said time. There is enclosed herewith a [_] certified or cashier's check or (] surety bond for $25,000.00 payable to the order of the City of Palo Alto. We have [,] have not [_] verified the qualified bond debt service insurance with Munifacts News Service. We will (] will not (__.._] obtain insurance. If so, we will obtain insurance for Bonds matur- ing in Our computation made as provided in the Official Notice of Sale, but not constituting any part of the foregoing, of the true interest cost to the City for the Bonds is %, assuming delivery of the Bonds on February 15, 1995. If we are the successful bidder, we will (1) within one hour after being notified of the award of the Bonds, advise the City of the initial public offering prices of the Bonds and, (2) prior to delivery of the Bonds furnish a certificate, acceptable to Bond Counsel, as to the 'issue price" of the Bonds within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended. If this is the purchasing bid, we hereby request that printed copies of the Official Statement pertaining to the Bonds be furnished to us in accordance with the terms of said Official Notice of Sale. We represent that we have full and complete authority to submit this bid on behalf of our bidding syndicate and that the undersigned will serve as the lead manager for the group if the Bonds are awarded pursuant to this bid. Following is a list of the members of our account on whose behalf this bid is made. Exhibit B - 12 - Respectfully submitted, Name of Firm By Address City State Zip Date of Submission: If this is not the purchasing• bid, the good faith deposit check should be returned to (name, address and telephone number): Exhibit B - 13 - EXHIBIT C NOTICE OF INTENTION TO SELL BONDS $9,450,000 CITY OF PALO ALTO (SANTA CLARA COUNTY, CALIFORNIA) UTILITY REVENUE BONDS 1995 SERIES A NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 53692, that the City of Palo Alto intends to sell, at public sale, $9,450,000 Utility Revenue Bonds, 1995 Series A. Bids will be received on Monday, January 23, 1995 and (without further advertising and so long as a proposal has not theretofore been accepted by the City of Palo Alto on Monday, February 6, 1995), at 10:00 a.m. (Pacific Standard Time) at the office of the bond counsel to the City, Jones Hall Hill & White, Four Embarcadero Center, 19th Floor, San Francisco, California 94111, and the sale will be awarded by the Council of the City of Palo Alto within thirteen (13) hours after the expiration of time prescribed for the receipt of bids. The official notice of sale and official statement pertaining to the Bonds may be obtained from the City's financial advisor, Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111, telephone (415) 981--1314. Dated: December 19, 1994 By City Clerk City of Palo Alto Exhibit C -1- EXHIBIT D NOTICE OF SALE OF BONDS $9,454,000 CITY OF PALO ALTO (SANTA CLARA. COUNTY, CALIFORNIA) UTILITY REVENUE BONDS 1995 SERIES A NOTICE IS HEREBY GIVEN, pursuant to California Government Code Section 1102, that the City of Palo Alto will receive bids for the sale of $9,450,000 Utility Revenue Bonds, 1995 Series A, on Monday, January 23, 1995 and (without further advertising and so long as a proposal has not theretofore been accepted by the City of Palo Alto on Monday, February b, 1995), at 10:00 a.m. (Pacific Standard Time) at the office of the bond counsel to the City, Jones Hall Hill & White, Four Errbarcadero Center, 19th Floor, San Francisco, California 94111, and the sale will be awarded by the Council of the City of Palo Alto within thirteen (13) hours after the expiration of time prescribed for the receipt of bids. The official notice of sale and official statement pertaining to the Bonds may be .obtained from the City's financial advisor, Stone & Youngberg, 50 California Street, 35th Floor, San Francisco, California 94111, telephone (415) 981-1314. Dated: December 19, 1994 By City Clerk City of Palo Alto Exhibit D -1-