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HomeMy WebLinkAboutRESO 9187Resolution No. 9187 Resolution of the Council of the City of Palo Alto Authorizing the· Issuance and Sale of Not to Exceed $18,050,000 of Utility Revenue Refunding Bonds and Approving Indenture of Trust, Official Notice of Sale, Notice of Intention to Sell 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 $26,055,000 principal amount of its City of Palo Alto Utility Revenue Bonds, 2002 Series A (the "2002 Bonds") pursuant to an Indenture of Trust, dated as of January 1,2002, between the City and the Trustee, to finance improvements to the City's gas and water systems. 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 its utility revenue refunding bonds (the "Bonds") under the Law to realize interest savings for the benefit of the affected utility systems of the City, to (i) refinance the 2002 Bonds, (ii) establish a debt service reserve fund for the Bonds, and (iii) pay certain costs of issuing the Bonds. SECTION 5. Bond Sale Documents. Quint & Thimmig LLP, as disclosure counsel to the City ("Disclosure Counsel") has prepared and submitted to the City a preliminary Official Statement relating to the Bonds, a copy of which is attached as Exhibit E and also on file with the City Clerk, for distribution to municipal bond broker-dealers, banking. institutions and members of the general public who may be interested in purchasing the Bonds, and Jones Hall, A Professional Law Corporation, as bond counsel to the City ("Bond Counsel"), has prepared an official notice of sale of the Bonds (the "Official Notice of Sale") a copy of which is attached as Exhibit B and also on file with the City Clerk, and a notice of intention to sell the Bonds (the "Notice of Intention"), a copy of which is attached as Exhibit C and also on file with the City Clerk, for publication as herein provided. SECTION 6. Authorization of Sale. The Council approves the competitive sale of the Bonds with bids to be received on such date and time as recommended by the City's Financial Advisor and agreed to by the Director of Administrative Services. The Director of 110706 jb 0130797 Administrative Services is hereby authorized to award the sale of the Bonds to the bidder whose responsive bid for the Bonds results in the lowest true interest cost to the City, to be determined in accordance with the Official Notice of Sale; provided that the term of the Bonds shall not extend the maturity of the 2002 Bonds, and the net present value savings achieved by the refunding of all or selected maturities of the 2002 Bonds is at least 3 % of the principal amount of the 2002 Bonds being refunded. SECTION 7. Indenture of Trust. The Bonds shall be issued pursuant to an Indenture of Trust dated as of September 1, 2011 (the "Indenture"), by and between the City and U.S. Bank National Association, as trustee (the "Trustee"). The Indenture, in substantially the form attached as Exhibit A and on file with the City Clerk, is hereby approved, and the Mayor, the City Manager and the Director of Administrative Services (each, an "Authorized Official") are hereby separately authorized to execute the Indenture when finalized, following the sale of the Bonds, and the City Clerk is hereby authorized and directed to attest said Authorized Official's signature. SECTION 8. Escrow Agreement. The 2002 Bonds shall be refunded pursuant to an Escrow Deposit and Trust Agreement dated as of September 1, 2011 (the "Escrow Agreement"), by and between the City and U.S. Bank National Association, as escrow bank (the "Escrow Bank"). The Escrow Agreement, in substantially the form attached as Exhibit D and on file with the City Clerk, is hereby approved, and the Authorized Officials are hereby separately authorized to execute the Escrow Agreement when finalized, following the sale of the Bonds and the structuring of the escrow for the 2002 Bonds, and the City Clerk is hereby authorized and directed to attest said Authorized Official's signature. SECTION 9. Official Statement. The preliminary Official Statement describing the Bonds, in substantially the form submitted to the Council, is hereby approved, subject to whatever additions, deletions and corrections may be deemed advisable by the Authorized Official upon consultation with Disclosure Counsel, Public Financial Management (the "Financial Advisor"), Bond Counsel and the City Attorney. The Authorized Official is hereby separately authorized and directed, upon consultation with the Financial Advisor, Disclosure Counsel, Bond Counsel and the City Attorney, to approve such changes to the preliminary Official Statement as shall be necessary to cause such preliminary Official Statement to be brought into the form of a final Official Statement, and the Authorized Official is hereby authorized and directed to execute and deliver copies of the final Official Statement to the purchaser of the Bonds, at the time of delivery of the Bonds. 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 to. Distribution of Official Statement and Official Notice of Sale. The Financial Advisor is hereby authorized and directed to cause copies of the preliminary Official Statement to be printed and mailed to prospective bidders for the Bonds, together with copies of the Official Notice of Sale, which Official Notice of Sale, in substantially the form on file with the City Clerk, is hereby approved. 2 110706 jb 0130797