HomeMy WebLinkAboutRESO 9590160523 jb 0131510
Resolution No. 9590
Resolution of the City Council of the City of Palo Alto Approving Two Escrow
Deposit and Trust Agreements, Authorizing the Deposit of Funds into Escrow
Funds Related To Two Series of General Obligation Bonds (Election of 2008) and
the University Avenue OffStreet Parking Assessment District Bonds for the
Payment and Early Redemption of Such Bonds, and Authorizing Related Actions
R E C I T A L S
A. The City previously entered into a Paying Agent Agreement, dated as of June 1,
2010 (the
.
B. The City previously entered into a Paying Agent Agreement, dated as of June 1,
.
C. The City previously entered into a Paying Agent Agreement, dated as of February
issued the
$31,130,000 Limited Obligation Refunding Improvement Bonds, City of Palo Alto, University
Avenue Area OffStreet Parking Assessment District (Reassessment and Refunding of 2012) (the
).
D. The City wishes to provide for a mechanism to pay debt service on and redeem a
portion of the Outstanding Bonds with (a) certain proceeds of the Outstanding Bonds and (b)
other available monies.
E. There has been presented to the Council the form of two Escrow Deposit and
Trust Agreements (each, an one related to the 2010 Bonds and the 2013
Bonds and the other related to the 2012 Bonds.
F. Under the Escrow Agreements, proceeds of the Outstanding Bonds and other
available monies will be used to pay debt service on and redeem a portion of the related
Outstanding Bonds.
G. The Council has had the opportunity to review the Escrow Agreements and the
other related information presented to this Council and wishes to approve the Escrow
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Agreements and to authorize and direct the establishment of one or more escrow funds and
the use of the monies in the escrow funds to pay debt service on and purchase or redeem a
portion of the Outstanding Bonds in the manner described in the Escrow Agreements, when
executed and delivered by the City.
NOW, THEREFORE, the Council of the City of Palo Alto hereby RESOLVES, as follows:
1. Approval of Escrow Agreements. The Successor Agency hereby approves the
form of the Escrow Agreements on file with the City Clerk. Each of the Mayor, the City Manager,
the Director of Administrative Services, the City Attorney, and the written designee of any such
and the City Clerk is hereby authorized and directed to attest to, the Escrow Agreements for
and in the name and on behalf of the City, in substantially the form on file with the City Clerk,
with such changes therein, deletions therefrom and additions thereto as the Authorized Officer
executing the same shall approve, such approval to be conclusively evidenced by the execution
and delivery of the Escrow Agreements. The City Council hereby authorizes the delivery and
performance of the Escrow Agreements.
2. Authorization related to Escrow Agreements. The City Council hereby authorizes
each Authorized Officer to implement on behalf of the City (i) the funding of the escrow funds
described in the Escrow Agreements, (ii) the purchase of securities for investment in the escrow
funds and (iii) the application of monies in the Escrow Funds to pay a portion of the debt service
on the Outstanding Bonds and the redemption price for a portion of the Outstanding Bonds
and/or the purchase of the Outstanding Bonds for cancellation.
3. Further Actions. The City Manager and the Finance Director are hereby
authorized and directed, for and in the name and on behalf of the City, to do any and all things
and take any and all actions, including execution and delivery of any and all certificates,
agreements, notices, consents and other documents, which they, or any of them, may deem
necessary or advisable in order to consummate the actions approved by the City Council
pursuant to this Resolution. Whenever in this resolution any officer of the City is authorized to
execute any document or take any action, such execution or action may be taken on behalf of
such officer by any person designated by such officer to act on his or her behalf in case such
officer is absent or unavailable.
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4. Effective Date. This resolution shall take effect immediately upon its adoption.
INTRODUCED AND PASSED: June 6, 2016
AYES: BERMAN, BURT, DUBOIS, FILSETH, HOLMAN, KNISS, SCHARFF, SCHMID,
WOLBACH
NOES:
ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
Beth Minor Pat Burt
City Clerk Mayor
Jones Hall, James Keene
A Professional Law Corporation City Manager
Christopher K. Lynch Director of Public Works
Bond Counsel
Lalo Perez
Director of Administrative Services
Cara Silver
Senior Asst. City Attorney
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Execution Version
ESCROW DEPOSIT AND TRUST AGREEMENT
Relating to
$31,130,000
Limited Obligation Refunding Improvement Bonds,
City of Palo Alto,
University Avenue Area Off-Street Parking Assessment District (Reassessment and
Refunding of 2012)
This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Agreement"), dated as
of June 1, 2016, is between the CITY OF PALO AL TO , a chartered city and municipal
corporation organized and existing under the Constitution and laws of the State of
California (the "City"), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of America,
acting as escrow agent for the Outstanding Bonds described below (the "Escrow Bank")
and as paying agent (the "Paying Agent") for the Outstanding Bonds.
BACKGROUND :
1. The City previously entered into a Paying Agent Agreement, dated as of
February 1, 2012 (the "2012 Paying Agent Agreement"), with the Paying Agent, and
the City issued the $31 , 130,000 Limited Obligation Refunding Improvement Bonds, City
of Palo Alto, University Avenue Area Off-Street Parking Assessment District
(Reassessment and Refund ing of 2012) (the "2012 Bonds").
2. The City wishes to provide for a mechanism to pay debt service on and
redeem a portion of the 2012 Bonds with (a) certain proceeds of the 2012 Bonds in the
funds and accounts established under the 201 2 Paying Agent Agreement and (b) other
available moneys.
3. The City wishes to appoint the Escrow Bank for the purpose of establishing
an escrow fund to be funded, invested, held and administered for the purpose of
providing for the payment of the debt service on and redeem a portion of each of the
2012 Bonds as described in this Agreement.
AGREEMENT:
In consideration of the premises and the material covenants contained herein,
the City and U.S. Bank National Association, as Escrow Bank and Paying Agent, hereby
agree as follows:
SECTION 1. Appointment of Escrow Bank; Establishment of 2012 Escrow Fund.
The City hereby appoints the Escrow Bank for purposes of administering the 2012
Escrow Fund described in this Agreement.
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The Escrow Bank is directed to establish a "2012 Escrow Fund" to be held by
the Escrow Bank in escrow as an irrevocable escrow securing the payment of the 2012
Bonds as set forth below. All cash and securities in the 2012 Escrow Fund are hereby
irrevocably pledged as a special fund for the payment of the principal of and interest and
premium (if any) on the 2012 Bonds in accordance with the 2012 Paying Agent
Agreement.
SECTION 2. Deposit and Investment of Amounts in 2012 Escrow Fund.
On June 28, 2016 (the "Closing Date"), the City will cause to be transferred to
the Escrow Bank for deposit into the 2012 Escrow Fund the amount of $2,005,630.66 in
immediately available funds.
On the Closing Date, the Escrow Bank shall invest $2,005,629.00 of the amounts
deposited in the 2012 Escrow Fund in the investments listed on Exhibit A, and hold the
remaining $1 .66 in cash. The investments listed on Exhibit A and the fund listed in the
previous sentence constitute authorized investments for the City under applicable
provisions of California law and the City's investment policy and they are Permitted
Investments as defined in the 2012 Paying Agent Agreement.
The Escrow Bank shall hold all investments in the 2012 Escrow Fund in the
name of the Escrow Bank in its capacity as Escrow Bank and Paying Agent with respect
t()j_he 2012 Bonds, and will retain any earnings received on such investments and any_
reinvestment thereof in the 2012 Escrow Fund and disburse such amounts as provided
in Section 3. The Escrow Bank shall invest any cash held uninvested in the 2012 Escrow
Fund upon receipt of written investment directions from the City. The City shall establish
a tracking system to ensure that the aggregate yield of investments held in the 2012
Escrow Fund will not, on the date on which the final expenditure of moneys in the 2012
Escrow Fund is made, exceed the arbitrage yield on the 2012 Bonds. If the City
determines that the aggregate yield of investments held in the 2012 Escrow Fund will, on
the date on which the final expenditure of moneys in the 2012 Escrow Fund is made,
exceed the arbitrage yield on the 2012 Bonds, it shall immediately consult with an
independent certified public accountant with expertise in federal tax exempt bonds and
its bond counsel and take appropriate remedial action so that the aggregate yield of
investments held in the 2012 Escrow Fund will not, on the date on which the final
expenditure of moneys in the 2012 Escrow Fund is made, exceed the arbitrage yield on
the 2012 Bonds.
To the extent that the 2012 Paying Agent Agreement requires any of the funds
described in paragraph (a) to be deposited into the 2012 Redemption Fund, such
provisions are hereby amended as set forth herein.
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SECTION 3. Application of Amounts in 2012 Escrow Fund.
The Escrow Bank is hereby instructed to withdraw from the 2012 Escrow Fund
and transfer to the Paying Agent for deposit in the Redemption Fund established under
the 2012 Paying Agent Agreement (the "2012 Redemption Fund") an amount required
to pay the principal of and interest and redemption premium (if any) on the 2012 Bonds,
in accordance with the schedule attached as Exhibit B hereto.
Following the payment and redemption of the 2012 Bonds in accordance with
Exhibit B, the Escrow Bank, after payment of all fees and expenses of the Escrow Bank,
shall transfer any amounts remaining on deposit in the 2012 Escrow Fund to the Paying
Agent for deposit in the 2012 Redemption Fund.
SECTION 4. Redemption Notice.
The City has irrevocably elected to pay and redeem a portion of the outstanding
2012 Bonds on the date(s) set forth in Exhibit B, in accordance with the provisions of the
2012 Paying Agent Agreement. The City hereby directs the Paying Agent to give notice
of the redemption of the 2012 Bonds in accordance with the requirements of the 2012
Paying Agent Agreement, at the expense of the City.
SECTION 5. Compensation to Escrow Bank. The City shall pay the Escrow
Bank full com12ensation for its services under this Agreement, including out-of-r;iocket
costs such as publication costs, redemption expenses, legal fees and other costs and
expenses relating hereto and, in addition, all fees, costs and expenses relating to the
purchase, substitution or withdrawal of any securities after the date hereof. Under no
circumstances shall amounts deposited in or credited to the 2012 Escrow Fund be
deemed to be available for said purposes. The Escrow Bank has no lien upon or right of
set off against the cash and securities at any time on deposit in the 2012 Escrow Fund.
SECTION 6. Immunities and Liability of Escrow Bank. The Escrow Bank
undertakes to perform only such duties as are expressly set forth in this Agreement and
no implied duties, covenants or obligations shall be read into this Agreement against the
Escrow Bank. The Escrow Bank shall not have any liability hereunder except to the
extent of its negligence or willful misconduct. In no event shall the Escrow Bank be
liable for any special, indirect or consequential damages. The Escrow Bank shall not be
liable for any loss from any investment made by it in accordance with the terms of this
Agreement. The Escrow Bank may consult with legal counsel of its own choice and the
Escrow Bank shall not be liable for any action taken or not taken by it in good faith in
reliance upon the opinion or advice of such counsel. The Escrow Bank shall not be
liable for the recitals or representations contained in this Agreement and shall not be
responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the
moneys and securities to pay the principal of and interest and redemption premium on
the Outstanding Bonds.
Whenever in the administration of this Agreement the Escrow Bank deems it
necessary or desirable that a matter be proved or established prior to taking or not
taking any action, such matter may be deemed to be conclusively proved and
established by a certificate of an authorized representative of the City and shall be full
protection for any action taken or not taken by the Escrow Bank in good faith reliance
thereon.
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The Escrow Bank may conclusively rely .as to the truth and accuracy of the
statements and correctness of any opinions or calculations provided to it in connection
with this Agreement and shall be protected in acting, or refraining from acting, upon any
notice, instruction, request, certificate, document, opinion or other writing furnished to
the Escrow Bank in connection with this Agreement and believed by the Escrow Bank to
be signed by the proper party, and it need not investigate any fact or matter stated
therein.
None of the prov1s1ons of this Agreement shall require the Escrow Bank to
expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in
the performance of any of its duties hereunder. The Escrow Bank may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, custodians or nominees appointed with due care.
The Escrow Bank may at any time resign by giving 30 days written notice of
resignation to the City. Upon receiving such notice of resignation, the City shall promptly
appoint a successor and, upon the acceptance by the successor of such appointment,
release the resigning Escrow Bank from its obligations hereunder by written instrument,
a copy of which instrument shall be delivered to the resigning Escrow Bank and the
successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning
Escrow Bank may petition any court of competent jurisdiction for the appointment of a
successor.
Any bank, corporation or association into which the Escrow Bank may be merged
or converted or with which it may be consolidated, or any bank, corporation or
association resulting from any merger, conversion or consolidation to which the Escrow
Bank shall be a party, or any bank, corporation or association succeeding to all or
substantially all of the corporate trust business of the Escrow Bank shall be the
successor of the Escrow Bank hereunder without the execution or filing of any paper
with any party hereto or any further act on the part of any of the parties hereto except on
the part of any of the parties hereto where an instrument of transfer or assignment is
required by law to effect such succession, anything herein to the contrary
notwithstanding.
The City shall indemnify, defend and hold harmless the Escrow Bank and its
officers, directors, employees, representatives and agents, from and against and
reimburse the Escrow Bank for any and all claims, obligations, liabilities, losses,
damages, actions, suits, judgments, reasonable costs and expenses (including
reasonable attorneys' and agents' fees and expenses) of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Escrow Bank
directly or indirectly relating to, or arising from , claims against the Escrow Bank by
reason of its participation in the transactions contemplated hereby except to the extent
caused by the Escrow Bank's negligence or willful misconduct. The provisions of the
foregoing sentence shall survive the termination of this Agreement or the earlier
resignation or removal of the Escrow Bank.
The Escrow Bank agrees to accept and act upon instructions or directions
pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods, provided, however, that, the Escrow Bank shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated
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persons, which such incumbency certificate shall be amended and replaced whenever a
person is to be added or deleted from the listing. If the City elects to give the Escrow
Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's
understanding of such instructions shall be deemed controlling. The Escrow Bank shall
not be liable for any losses, costs or expenses arising directly or indirectly from the
Escrow Bank's reliance upon and compliance with such instructions notwithstanding
such instructions conflict or are inconsistent with a subsequent written instruction. The
City agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Escrow Bank, including without limitation the
risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception
and misuse by third parties.
SECTION 7. Termination of Agreement. Upon application of the moneys in the
2012 Escrow Fund as set forth in this Agreement and the payment by the City of all fees,
expense and charges of the Escrow Bank as described above, this Agreement shall
terminate and the Escrow Bank shall be discharged from any further obligation or
responsibility hereunder.
SECTION 8. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
SECTION 9. Notices. Any notice, request, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or upon
receipt when mailed by first class, registered or certified mail, postage prepaid, or sent
by telegram, addressed as follows:
If to the City: City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Administrative Services Director
If to the Escrow Agent:
U.S. Bank National Association
One California Street, Suite 1000
San Francisco, CA 94111
Attention: Global Corporate Trust Services
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EXHIBIT A
ESCROW SECURITIES
Type of Purchase Maturity First Par
Securitv Date Date IPD Amount Rate
SL GS-Certificate 06/28/2016 09/02/2016 09/02/2016 $34,691 0.260%
SL GS-Certificate 06/28/2016 03/02/2017 03/02/20'17 26 147 0-470
SL GS-Note 06/28/20 '16 09/02/2017 09/02/2016 26,230 0.600
SL GS-Note 06/28/2016 03/02/2018 09/02/2016 26,308 0.710
SL GS-Note 06/28/2016 09/02/2018 09/02/2016 26 402 0.790
SLGS-Note 06/28/2016 03/02/2019 09/02/2016 26,506 0_850
SL GS-Note 06/28/2016 09/02/2019 09/02/20 '16 26 619 0_930
SL GS-Note 06/28/2016 03/02/2020 09/02/2016 26,743 1 _010
SL GS-Note 06/28/2016 09/02/2020 09/02/2016 26,877 1.100
SLGS-Note 06/28/20'16 03/02/2021 09/02/2016 27 026 1.180
SL GS-Note 06/28/2016 09/02/2021 09/02/2016 27' '185 1.260
SL GS-Note 06/28/2016 03/02/2022 09/02/2016 27,356 1_340
SL GS-Note 06/28/2016 09/02/2022 09/02/2016 '1,677,539 1-420
2 005,629
A-1
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EXHIBIT B
ESCROW REQUIREMENTS
Interest Redeemed Total
Payment Date Payment Principal Payment
09/02/201 6 $39,450.00 $39,450.00
03/02/2017 39,450.00 39,450.00
09/02/20 "I 7 39,450.00 39,450.00
03/02/2018 39,450.00 39,450.00
09/02/2018 39,450.00 39,450.00
03/02/2019 39,450.00 39,450.00
09/02/2019 39,450.00 39,450.00
03/02/2020 39,450.00 39,450.00
0910212020 39,450.00 39,450.00
03/02/2021 39,450.00 39,450.00
09/02/2021 39,450.00 39,450.00
03/02/2022 39,450.00 39,450.00
0910212022 39,450.00 $1,650,000.00 1,689,450.00
512,850.00 1,650,000.00 2,162,850.00
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AGREEMENT:
In consideration of the premises and the material covenants contained herein,
the City and U.S. Bank National Association, as Escrow Bank and Paying Agent, hereby
agree as follows:
SECTION 1. Appointment of Escrow Bank; Establishment of Escrow Funds. The
City hereby appoints the Escrow Bank for purposes of administering the two escrow
funds described in this Agreement.
The Escrow Bank is directed to establish the following escrow funds (collectively,
the "Escrow Funds") to be held by the Escrow Bank in escrow as irrevocable escrows
securing the payment of the 2010 Bonds and the 2013 Bonds, respectively:
(a) The Escrow Bank is directed to establish a "2010 Escrow Fund"
to be held by the Escrow Bank in escrow as an irrevocable escrow securing the
payment of the 2010 Bonds as set forth below. All cash and securities in the
2010 Escrow Fund are hereby irrevocably pledged as a special fund for the
payment of the principal of and interest and premium (if any) on the 2010 Bonds
in accordance with the 2010 Paying Agent Agreement.
(b) The Escrow Bank is directed to establish a "2013 Escrow Fund"
__________ to_be_held_b¥_the_Escro.w-8ank_in_escro.w_as_an_irr_e.'.Locable_escro.w_secudng_tbe ____ _
payment of the 2013 Bonds as set forth below. All cash and securities in the
2013 Escrow Fund are hereby irrevocably pledged as a special fund for the
payment of the principal of and interest and premium (if any) on the 2013 Bonds
in accordance with the 2013 Paying Agent Agreement.
SECTION 2. Deposit and Investment of Amounts in Escrow Funds.
(a) 2010 Escrow Fund. On June 28, 2016 (the "Closing Date"}, the City will
cause to be transferred to the Escrow Bank for deposit into the 2010 Escrow Fund the
amount of $2,720, 190.18 in immediately available funds.
On the Closing Date, the Escrow Bank shall invest $2,720, 189.00 of the amounts
deposited in the 2010 Escrow Fund in the investments listed on Exhibit A, and hold the
remaining $1 .18 in cash. The investments listed on Exhibit A and the fund listed in the
previous sentence constitute authorized investments for the City under applicable
provisions of California law and the City's investment policy and they are Permitted
Investments as defined in the 2010 Paying Agent Agreement.
The Escrow Bank shall hold all investments in the 2010 Escrow Fund in the
name of the Escrow Bank in its capacity as Escrow Bank and Paying Agent with respect
to the 2010 Bonds, and will retain any earnings received on such investments and any
reinvestment thereof in the 2010 Escrow Fund and disburse such amounts as provided
in Section 3. The Escrow Bank shall invest any cash held uninvested in the 2010 Escrow
Fund upon receipt of written investment directions from the City. The City shall establish
a tracking system to ensure that the aggregate yield of investments held in the 2010
Escrow Fund will not, on the date on which the final expenditure of moneys in the 2010
Escrow Fund is made, exceed the arbitrage yield on the 2010 Bonds. If the City
determines that the aggregate yield of investments held in the 2010 Escrow Fund will, on
the date on which the final expenditure of moneys in the 2010 Escrow Fund is made,
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exceed the arbitrage yield on the 2010 Bonds, it shall immediately consult with an
independent certified public accountant with expertise in federal tax exempt bonds and
its bond counsel and take appropriate remedial action so that the aggregate yield of
investments held in the 2010 Escrow Fund will not, on the date on which the final
expenditure of moneys in the 2010 Escrow Fund is made, exceed the arbitrage yield on
the 2010 Bonds.
To the extent that the 2010 Paying Agent Agreement requires any of the funds
described in paragraph (a) to be deposited into the 2010 Debt Service Fund, such
provisions are hereby amended as set forth herein.
(b) 2013 Escrow Fund. On the Closing Date, the City will cause to be
transferred to the Escrow Bank for deposit into the 2013 Escrow Fund the amount of
$3,341,950.92 in immediately available funds.
On the Closing Date, the Escrow Bank shall invest $3,341,949.00 of the amounts
deposited in the 2013 Escrow Fund in the investments listed on Exhibit A, and hold the
remaining $1.92 in cash. The investments listed on Exhibit A and the fund listed in the
previous sentence constitute authorized investments for the City under applicable
provisions of California law and the City's investment policy and they are Permitted
Investments as defined in the 2013 Paying Agent Agreement.
__________ Ibe_Escmw_Bank__sbalLboJd_alLinv_estments_in-tbe_20~t3_Escr:ow_Eund_in_tb~---
name of the Escrow Bank in its capacity as Escrow Bank and Paying Agent with respect
to the 2013 Bonds, and will retain any earnings received on such investments and any
reinvestment thereof in the 2013 Escrow Fund and disburse such amounts as provided
in Section 3. The Escrow Bank shall invest any cash held uninvested in the 2013 Escrow
Fund upon receipt of written investment directions from the City. The City shall establish
a tracking system to ensure that the aggregate yield of investments held in the 201 3
Escrow Fund will not, on the date on which the final expenditure of moneys in the 2013
Escrow Fund is made, exceed the arbitrage yield on the 2013 Bonds. If the City
determines that the aggregate yield of investments held in the 2013 Escrow Fund will, on
the date on which the final expenditure of moneys in the 2013 Escrow Fund is made,
exceed the arbitrage yield on the 2013 Bonds, it shall immediately consult with an
independent certified public accountant with expertise in federal tax exempt bonds and
its bond counsel and take appropriate remedial action so that the aggregate yield of
investments held in the 2013 Escrow Fund will not, on the date on which the final
expenditure of moneys in the 2013 Escrow Fund is made, exceed the arbitrage yield on
the 2013 Bonds.
To the extent that the 2013 Paying Agent Agreement requires any of the funds
described in paragraph (a) to be deposited into the 2013 Debt Service Fund, such
provisions are hereby amended as set forth herein.
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SECTION 3. Application of Amounts in Escrow Funds.
(a) 2010 Escrow Fund. The Escrow Bank is hereby instructed to withdraw from
the 2010 Escrow Fund and transfer to the Paying Agent for deposit in the Debt Service
Fund established under the 2010 Paying Agent Agreement (the "2010 Debt Service
Fund") an amount required to pay the principal of and interest and redemption premium
(if any) on the 2010 Bonds, in accordance with the schedule attached as Exhibit B
hereto.
Following the payment and redemption of the 2010 Bonds in accordance with
Exhibit B, the Escrow Bank, after payment of all fees and expenses of the Escrow Bank,
shall transfer any amounts remaining on deposit in the 2010 Escrow Fund to the Paying
Agent for deposit in the 2010 Debt Service Fund.
(b) 2013 Escrow Fund. The Escrow Bank is hereby instructed to withdraw from
the 2013 Escrow Fund and transfer to the Paying Agent for deposit in the Debt Service
Fund established under the 2013 Paying Agent Agreement (the "2013 Debt Service
Fund") an amount required to pay the principal of and interest and redemption premium
(if any) on the 2013 Bonds, in accordance with the schedule attached as Exhibit B
hereto.
Following the payment and redemption of the 2013 Bonds in accordance with
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shall transfer any amounts remaining on deposit in the 2013 Escrow Fund to the Paying
Agent for deposit in the 2013 Debt Service Fund.
SECTION 4. Redemption Notice.
(a) 2010 Bonds. The City has irrevocably elected to pay and redeem a
portion of the outstanding 2010 Bonds on the date(s) set forth in Exhibit B, in
accordance with the provisions of the 2010 Paying Agent Agreement. The City hereby
directs the Paying Agent to give notice of the redemption of the 2010 Bonds in
accordance with the requirements of the 2010 Paying Agent Agreement, at the expense
of the City.
(b) 2013 Bonds. The City has irrevocably elected to pay and redeem all of
the outstanding 2013 Bonds on the date(s) set forth in Exhibit B, in accordance with the
provisions of the 2013 Paying Agent Agreement. The City hereby directs the Paying
Agent to give notice of the redemption of the 2013 Bonds in accordance with the
requirements of the 2013 Paying Agent Agreement, at the expense of the City.
SECTION 5. Compensation to Escrow Bank. The City shall pay the Escrow
Bank full compensation for its services under this Agreement, including out-of-pocket
costs such as publication costs, redemption expenses, legal fees and other costs and
expenses relating hereto and, in addition, all fees, costs and expenses relating to the
purchase, substitution or withdrawal of any securities after the date hereof. Under no
circumstances shall amounts deposited in or credited to the Escrow Funds be deemed
to be available for said purposes. The Escrow Bank has no lien upon or right of set off
against the cash and securities at any time on deposit in the Escrow Funds.
SECTION 6. Immunities and Liability of Escrow Bank. The Escrow Bank
undertakes to perform only such duties as are expressly set forth in this Agreement and
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no implied duties, covenants or obligations shall be read into this Agreement against the
Escrow Bank. The Escrow Bank shall not have any liability hereunder except to the
extent of its negligence or willful misconduct. In no event shall the Escrow Bank be
liable for any special, indirect or consequential damages. The Escrow Bank shall not be
liable for any loss from any investment made by it in accordance with the terms of this
Agreement. The Escrow Bank may consult with legal counsel of its own choice and the
Escrow Bank shall not be liable for any action taken or not taken by it in good faith in
reliance upon the opinion or advice of such counsel. The Escrow Bank shall not be
liable for the recitals or representations contained in this Agreement and shall not be
responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the
moneys and securities to pay the principal of and interest and redemption premium on
the Outstanding Bonds_
Whenever in the administration of this Agreement the Escrow Bank deems it
necessary or desirable that a matter be proved or established prior to taking or not
taking any action, such matter may be deemed to be conclusively proved and
established by a certificate of an authorized representative of the City and shall be full
protection for any action taken or not taken by the Escrow Bank in good faith reliance
thereon.
The Escrow Bank may conclusively rely as to the truth and accuracy of the
statements and correctness of any opinions or calculations provided to it in connection
-------with-thiS-A.greement-and-shall-be-protected-in-acting,or-refraining-from-acting,upon-any------
notice, instruction, request, certificate, document, opinion or other writing furnished to
the Escrow Bank in connection with this Agreement and believed by the Escrow Bank to
be signed by the proper party, and it need not investigate any fact or matter stated
therein.
None of the prov1s1ons of this Agreement shall require the Escrow Bank to
expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in
the performance of any of its duties hereunder. The Escrow Bank may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, custodians or nominees appointed with due care.
The Escrow Bank may at any time resign by giving 30 days written notice of
resignation to the City. Upon receiving such notice of resignation, the City shall promptly
appoint a successor and, upon the acceptance by the successor of such appointment,
release the resigning Escrow Bank from its obligations hereunder by written instrument,
a copy of which instrument shall be delivered to the resigning Escrow Bank and the
successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning
Escrow Bank may petition any court of competent jurisdiction for the appointment of a
successor.
Any bank, corporation or association into which the Escrow Bank may be merged
or converted or with which it may be consolidated, or any bank, corporation or
association resulting from any merger, conversion or consolidation to which the Escrow
Bank shall be a party, or any bank, corporation or association succeeding to all or
substantially all of the corporate trust business of the Escrow Bank shall be the
successor of the Escrow Bank hereunder without the execution or filing of any paper
with any party hereto or any further act on the part of any of the parties hereto except on
the part of any of the parties hereto where an instrument of transfer or assignment is
5
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
required by law to effect such succession, anything herein to the contrary
notwithstanding.
The City shall indemnify, defend and hold harmless the Escrow Bank and its
officers, directors, employees, representatives and agents, from and against and
reimburse the Escrow Bank for any and all claims, obligations, liabilities, losses,
damages, actions, suits, judgments, reasonable costs and expenses (including
reasonable attorneys' and agents' fees and expenses) of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Escrow Bank
directly or indirectly relating to, or arising from, claims against the Escrow Bank by
reason of its participation in the transactions contemplated hereby except to the extent
caused by the Escrow Bank's negligence or willful misconduct. The provisions of the
foregoing sentence shall survive the termination of this Agreement or the earlier
resignation or removal of the Escrow Bank.
The Escrow Bank agrees to accept and act upon instructions or directions
pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods, provided, however, that, the Escrow Bank shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated
persons, which such incumbency certificate shall be amended and replaced whenever a
person is to be added or deleted from the listing. If the City elects to give the Escrow
-------18af'.lk-e~mail-or-facsimile-ir:1structiof'.ls-~or---ir:istr:uctiof'.ls-by-a-Similar-electrof'.lie-metl:iod}-af'.l~------
the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's
understanding of such instructions shall be deemed controlling. The Escrow Bank shall
not be liable for any losses, costs or expenses arising directly or indirectly from the
Escrow Bank's reliance upon and compliance with such instructions notwithstanding
such instructions conflict or are inconsistent with a subsequent written instruction. The
City agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Escrow Bank, including without limitation the
risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception
and misuse by third parties.
SECTION 7. Termination of Agreement. Upon application of the moneys in the
Escrow Funds as set forth in this Agreement and the payment by the City of all fees,
expense and charges of the Escrow Bank as described above, this Agreement shall
terminate and the Escrow Bank shall be discharged from any further obligation or
responsibility hereunder.
SECTION 8. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
6
DocuSign Envelope ID 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
SECTION 9. Notices. Any notice, request, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or upon
receipt when mailed by first class, registered or certified mail, postage prepaid, or sent
by telegram, addressed as follows:
If to the City: City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Administrative Services Director
If to the Escrow Agent:
U.S. Bank National Association
One California Street, Suite 1 ODO
San Francisco, CA 94111
Attention: Global Corporate Trust Services
7
DocuSign Envelope ID 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
SECTION 10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
APPROVED AS TO FORM:
1e,;;Sig~iG:r
By _Ldi!GE0084A6'"""""4'29'---·-------City Attorney
U.S. BANK NATIONAL
CITY OF PALO AL TO
By:
0 DocuSigned by:
~::~a::.~ ... -------City Manager
ASSOCIATION , as Escrow Bank and as
-------Paying-Agel"lt--------------------------------
By _____________ _
Authorized Officer
8
SECTION 10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank and as
------payin-g-kg-elTt
8
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
EXHIBIT A
ESCROW SECURITIES
2010 Bonds
Type of Purchase Maturity First Par
Security Date Date IPD Amount Rate
SL GS-Certificate 6/28/16 08/01/2016 08/01/2016 $55,163 0.250%
SL GS-Certificate 6/28/16 02/01/2017 02101/2017 43,851 0.440
SL GS-Note 6/28/16 08/01/2017 08/01/2016 43,968 0.580
SL GS-Note 6/28/16 02/01/2018 08/01/2016 44,094 0.690
SL GS-Note 6/28/16 08/01/2018 08/01/2016 44,247 0.780
SL GS-Note 6/28/16 02/01/2019 08/01/2016 44,419 0.840
SLGS-Note 6/28/16 08/01 /20 ·1 9 08/01/2016 44 606 0.9'10
SL GS-Note 6/28/16 02/01/2020 08/01/2016 44,809 1.000
SL GS-Nole 6/28/16 08/01/2020 08/01/2016 2 355 032 1 080
2,720,189
2013 Bonds
Type oi Purchase Maturity First---Par
Security Date Date IPD Amount Rate
SL GS-Certificate 6/28/16 08/01/2016 08/01/2016 $51 984 0.250%
SL GS-Certificate 6/28/16 02101/2017 02/01/2017 32,311 0.440
SL GS-Nole 6/28/16 08/01/2017 08/01 /2016 32 395 0.580
SL GS-Note 6/28/16 02101/2018 08/01/2016 32,489 0.690
SLGS-Note 6/28/16 08/01/2018 08/01/2016 32,601 0.780
SLGS-Nole 6/28/16 02101 /2019 08/01/2016 32 729 0.840
SL GS-Nole 6/28/16 08/01/2019 08/01/2016 32,866 0.910
SL GS-Nole 6/28/16 02/01/2020 08/01/2016 33,015 1.000
SL GS-Nole 6/28/16 08/01/2020 08/01 /2016 33, 181 1.080
SL GS-Note 6/28/16 02101/2021 08/01/2016 33,359 1'170
SLGS-Note 6/28/16 08/01/2021 08/01/2016 33,555 1.250
SL GS-Note 6/28/16 02101/2022 08/01/2016 33,765 1.330
SL GS-Note 6/28/16 08/01/2022 08/01 /2016 33,989 1.410
SL GS-Nole 6/28/16 02/01/2023 08/01/2016 34,229 1.480
SLGS-Nole 6/28/16 08/01/2023 08/01/2016 2,859,481 1.540
3 341,949
A-1
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
EXHIBIT B
ESCROW REQUIREMENTS
2010 Bonds
Interest Redeemed Total
Payment Date Payment Principal Payment
08/01/2016 $57,750.00 $57,750.00
02/0-J/2017 57,750.00 57,750.00
08/01/2017 57,750.00 57,750.00
02/01 /201 8 57,750.00 57 ,750.00
08/0'1/201 8 57,750.00 57,750.00
02/01 /201 9 57,750.00 57 ,750.00
08/01/2019 57,750.00 57 ,750.00
0210·112020 57,750.00 57,750.00
08/01 /2020 57,750.00 R,310 000.00 2,367 ,750.00
519,750.00 2,310,000.00 2,829,750.00
-----
2013 Bonds
Interest Redeemed Total
Payment Date Payment Principal Payment
08/01 /2016 $56,500.00 $56,500.00
02/0'112017 56~500 00 56,500.00
08/01 /20 '17 56,500.00 56,500.00
0210'112018 56,500.00 56,500.00
08/01 /2018 56,500.00 56,500.00
02/01/2019 56,500.00 56,500.00
08/0'1/2019 56,500.00 56,500.00
0210·112020 56,500.00 56,500.00
08/01/2020 56,500.00 56,500.00
02/0'l/2021 56,500.00 56,500.00
08/0'1/2021 56,500.00 56,500.00
02/01/2022 56,500.00 56,500.00
08/01/2022 56,500.00 56,500.00
02/01/2023 56,500.00 56,500.00
08/01/2023 56,500.00 $2.825,000.00 2,881,500.00
847 ,500.00 2,825,000.00 3,672,500.00
8-1
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
Execution Version
ESCROW DEPOSIT AND TRUST AGREEMENT
Relating to
$31,130,000
Limited Obligation Refunding Improvement Bonds,
City Of Palo Alto,
University Avenue Area Off-Street Parking Assessment District (Reassessment and
Refunding of 2012)
This ESCROW DEPOSIT AND TRUST AGREEMENT (this "Agreement"), dated as
of June 1, 2016, is between the CITY OF PALO AL TO, a chartered city and municipal
corporation organized and existing under the Constitution and laws of the State of
California (the "City"), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association organized and existing under the laws of the United States of America,
acting as escrow agent for the Outstanding Bonds described below (the "Escrow Bank")
and as paying agent (the "Paying Agent") for the Outstanding Bonds.
BACKGROUND:
1. The City previously entered into a Paying Agent Agreement, dated as of
February 1, 2012 (the "2012 Paying Agent Agreement"), with the Paying Agent, and
the City issued the $31 , 130,000 Limited Obligation Refunding Improvement Bonds, City
of Palo Alto, University Avenue Area Off-Street Parking Assessment District
(Reassessment and Refunding of 2012) (the "2012 Bonds").
2. The City wishes to provide for a mechanism to pay debt service on and
redeem a portion of the 2012 Bonds with (a) certain proceeds of the 2012 Bonds in the
funds and accounts established under the 2012 Paying Agent Agreement and (b) other
available moneys.
3. The City wishes to appoint the Escrow Bank for the purpose of establishing
an escrow fund to be funded, invested, held and administered for the purpose of
providing for the payment of the debt service on and redeem a portion of each of the
2012 Bonds as described in this Agreement.
AGREEMENT:
In consideration of the premises and the material covenants contained herein,
the City and U.S. Bank National Association, as Escrow Bank and Paying Agent, hereby
agree as follows:
SECTION 1. Appointment of Escrow Bank; Establishment of 2012 Escrow Fund.
The City hereby appoints the Escrow Bank for purposes of administering the 2012
Escrow Fund described in this Agreement.
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
The Escrow Bank is directed to establish a "2012 Escrow Fund" to be held by
the Escrow Bank in escrow as an irrevocable escrow securing the payment of the 2012
Bonds as set forth below. All cash and securities in the 2012 Escrow Fund are hereby
irrevocably pledged as a special fund for the payment of the principal of and interest and
premium (if any) on the 2012 Bonds in accordance with the 2012 Paying Agent
Agreement.
SECTION 2. Deposit and Investment of Amounts in 2012 Escrow Fund.
On June 28, 2016 (the "Closing Date"), the City will cause to be transferred to
the Escrow Bank for deposit into the 2012 Escrow Fund the amount of $2,005,630.66 in
immediately available funds.
On the Closing Date, the Escrow Bank shall invest $2,005,629.00 of the amounts
deposited in the 2012 Escrow Fund in the investments listed on Exhibit A, and hold the
remaining $1.66 in cash. The investments listed on Exhibit A and the fund listed in the
previous sentence constitute authorized investments for the City under applicable
provisions of California law and the City's investment policy and they are Permitted
Investments as defined in the 2012 Paying Agent Agreement.
The Escrow Bank shall hold all investments in the 2012 Escrow Fund in the
name of the Escrow Bank in its capacity as Escrow Bank and Paying Agent with respect
to the 2012 Bonds, and will retain any earnings received on such investments and any _____ _
reinvestment thereof in the 2012 Escrow Fund and disburse such amounts as provided
in Section 3. The Escrow Bank shall invest any cash held uninvested in the 2012 Escrow
Fund upon receipt of written investment directions from the City. The City shall establish
a tracking system to ensure that the aggregate yield of investments held in the 2012
Escrow Fund will not, on the date on which the final expenditure of moneys in the 2012
Escrow Fund is made, exceed the arbitrage yield on the 2012 Bonds. If the City
determines that the aggregate yield of investments held in the 2012 Escrow Fund will, on
the date on which the final expenditure of moneys in the 2012 Escrow Fund is made,
exceed the arbitrage yield on the 2012 Bonds, it shall immediately consult with an
independent certified public accountant with expertise in federal tax exempt bonds and
its bond counsel and take appropriate remedial action so that the aggregate yield of
investments held in the 2012 Escrow Fund will not, on the date on which the final
expenditure of moneys in the 2012 Escrow Fund is made, exceed the arbitrage yield on
the 2012 Bonds.
To the extent that the 2012 Paying Agent Agreement requires any of the funds
described in paragraph (a) to be deposited into the 2012 Redemption Fund, such
provisions are hereby amended as set forth herein.
2
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
SECTION 3. Application of Amounts in 2012 Escrow Fund.
The Escrow Bank is hereby instructed to withdraw from the 2012 Escrow Fund
and transfer to the Paying Agent for deposit in the Redemption Fund established under
the 2012 Paying Agent Agreement (the "2012 Redemption Fund") an amount required
to pay the principal of and interest and redemption premium (if any) on the 2012 Bonds,
in accordance with the schedule attached as Exhibit B hereto.
Following the payment and redemption of the 2012 Bonds in accordance with
Exhibit B, the Escrow Bank, after payment of all fees and expenses of the Escrow Bank,
shall transfer any amounts remaining on deposit in the 2012 Escrow Fund to the Paying
Agent for deposit in the 2012 Redemption Fund.
SECTION 4. Redemption Notice.
The City has irrevocably elected to pay and redeem a portion of the outstanding
2012 Bonds on the date(s) set forth in Exhibit B, in accordance with the provisions of the
2012 Paying Agent Agreement. The City hereby directs the Paying Agent to give notice
of the redemption of the 2012 Bonds in accordance with the requirements of the 2012
Paying Agent Agreement, at the expense of the City.
SECTION 5. Compensation to Escrow Bank. The City shall pay the Escrow
_______ B_a_n_k_fu_ll_co_m_,r:>ensation for its services under this Agreement, including out-of-pocket
costs such as publication costs, redemption expenses, legal fees and other costs and
expenses relating hereto and, in addition, all fees, costs and expenses relating to the
purchase, substitution or withdrawal of any securities after the date hereof. Under no
circumstances shall amounts deposited in or credited to the 2012 Escrow Fund be
deemed to be available for said purposes. The Escrow Bank has no lien upon or right of
set off against the cash and securities at any time on deposit in the 2012 Escrow Fund.
SECTION 6. Immunities and Liability of Escrow Bank. The Escrow Bank
undertakes to perform only such duties as are expressly set forth in this Agreement and
no implied duties, covenants or obligations shall be read into this Agreement against the
Escrow Bank. The Escrow Bank shall not have any liability hereunder except to the
extent of its negligence or willful misconduct. In no event shall the Escrow Bank be
liable for any special, indirect or consequential damages. The Escrow Bank shall not be
liable for any loss from any investment made by it in accordance with the terms of this
Agreement. The Escrow Bank may consult with legal counsel of its own choice and the
Escrow Bank shall not be liable for any action taken or not taken by it in good faith in
reliance upon the opinion or advice of such counsel. The Escrow Bank shall not be
liable for the recitals or representations contained in this Agreement and shall not be
responsible for the validity of this Agreement, the sufficiency of the Escrow Fund or the
moneys and securities to pay the principal of and interest and redemption premium on
the Outstanding Bonds.
Whenever in the administration of this Agreement the Escrow Bank deems it
necessary or desirable that a matter be proved or established prior to taking or not
taking any action, such matter may be deemed to be conclusively proved and
established by a certificate of an authorized representative of the City and shall be full
protection for any action taken or not taken by the Escrow Bank in good faith reliance
thereon.
3
DocuSign Envelope ID 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
The Escrow Bank may conclusively rely as to the truth and accuracy of the
statements and correctness of any opinions or calculations provided to it in connection
with this Agreement and shall be protected in acting, or refraining from acting, upon any
notice, instruction, request, certificate, document, opinion or other writing furnished to
the Escrow Bank in connection with this Agreement and believed by the Escrow Bank to
be signed by the proper party, and it need not investigate any fact or matter stated
therein.
None of the prov1s1ons of this Agreement shall require the Escrow Bank to
expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in
the performance of any of its duties hereunder. The Escrow Bank may execute any of
the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents, attorneys, custodians or nominees appointed with due care.
The Escrow Bank may at any time resign by giving 30 days written notice of
resignation to the City. Upon receiving such notice of resignation, the City shall promptly
appoint a successor and, upon the acceptance by the successor of such appointment,
release the resigning Escrow Bank from its obligations hereunder by written instrument,
a copy of which instrument shall be delivered to the resigning Escrow Bank and the
successor. If no successor shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning
Escrow Bank may petition any court of competent jurisdiction for the appointment of a
successor.
Any bank, corporation or association into which the Escrow Bank may be merged
or converted or with which it may be consolidated, or any bank, corporation or
association resulting from any merger, conversion or consolidation to which the Escrow
Bank shall be a party, or any bank, corporation or association succeeding to all or
substantially all of the corporate trust business of the Escrow Bank shall be the
successor of the Escrow Bank hereunder without the execution or filing of any paper
with any party hereto or any further act on the part of any of the parties hereto except on
the part of any of the parties hereto where an instrument of transfer or assignment is
required by law to effect such succession, anything herein to the contrary
notwithstanding.
The City shall indemnify, defend and hold harmless the Escrow Bank and its
officers, directors, employees, representatives and agents, from and against and
reimburse the Escrow Bank for any and all claims, obligations, liabilities, losses,
damages, actions, suits, judgments, reasonable costs and expenses (including
reasonable attorneys' and agents' fees and expenses) of whatever kind or nature
regardless of their merit, demanded, asserted or claimed against the Escrow Bank
directly or indirectly relating to, or arising from, claims against the Escrow Bank by
reason of its participation in the transactions contemplated hereby except to the extent
caused by the Escrow Bank's negligence or willful misconduct. The provisions of the
foregoing sentence shall survive the termination of this Agreement or the earlier
resignation or removal of the Escrow Bank.
The Escrow Bank agrees to accept and act upon instructions or directions
pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other
similar unsecured electronic methods, provided, however, that, the Escrow Bank shall
have received an incumbency certificate listing persons designated to give such
instructions or directions and containing specimen signatures of such designated
4
DocuSign Envelope ID 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
persons, which such incumbency certificate shall be amended and replaced whenever a
person is to be added or deleted from the listing. If the City elects to give the Escrow
Bank e-mail or facsimile instructions (or instructions by a similar electronic method) and
the Escrow Bank in its discretion elects to act upon such instructions, the Escrow Bank's
understanding of such instructions shall be deemed controlling. The Escrow Bank shall
not be liable for any losses, costs or expenses arising directly or indirectly from the
Escrow Bank's reliance upon and compliance with such instructions notwithstanding
such instructions conflict or are inconsistent with a subsequent written instruction. The
City agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Escrow Bank, including without limitation the
risk of the Escrow Bank acting on unauthorized instructions, and the risk of interception
and misuse by third parties.
SECTION 7. Termination of Agreement. Upon application of the moneys in the
2012 Escrow Fund as set forth in this Agreement and the payment by the City of all fees,
expense and charges of the Escrow Bank as described above, this Agreement shall
terminate and the Escrow Bank shall be discharged from any further obligation or
responsibility hereunder.
SECTION 8. Execution in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument.
SECTION 9. Notices. Any notice, request, demand, communication or other
paper shall be sufficiently given and shall be deemed given when delivered or upon
receipt when mailed by first class, registered or certified mail, postage prepaid, or sent
by telegram, addressed as follows:
If to the City: City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Administrative Services Director
If to the Escrow Agent:
U.S. Bank National Association
One California Street, Suite 1 ODO
San Francisco, CA 94111
Attention: Global Corporate Trust Services
5
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
SECTION 10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
CITY OF PALO ALTO
By:
APPROVED AS TO FORM:
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank and as
~~~~~~""aYjng-8gen1.~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Authorized Officer
6
SECTION 10. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
CITY OF PALO ALTO
City Manager
APPROVED AS TO FORM:
City Attorney
U.S. BANK NATIONAL
ASSOCIATION, as Escrow Bank and as
------Paying~Agent~-----------------------------
6
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
EXH IBIT A
ESCROW SECURITIES
Type of Purchase Maturity First Par
Security Date Date IPD Amount Rate
SL GS-Certificate 06/28/2016 09/02/2016 09/02/2016 $34,691 0.260%
SLGS-Certificate 06/28/2016 03/02/20 '17 03/02/20 '17 26147 0.470
SL GS-Note 06/28/20'16 09/02/2017 09/02/2016 26,230 0.600
SL GS-Note 06/28/2016 03/02/2018 09/02/2016 26,308 0.710
SL GS-Note 06/28/2016 09/02/2018 09/02/2016 26 402 0.790
SLGS-Note 06/28/2016 03/02/2019 09/02/2016 26,506 0.850
SL GS-Note 06/28/2016 09/02/2019 09/02/20'16 26 619 0.930
SLGS-Note 06/28/2016 0310212020 09/02/2016 26,743 1.010
SL GS-Note 06/28/2016 09/02/2020 09/02/2016 26,877 1.100
SL GS-Note 06/28/2016 03/02/2021 09/02/201 6 27 026 1.180
SL GS-Note 06/28/201 6 09/02/2021 09/02/2016 27,'185 1.260
SLGS-Note 06/28/2016 03/02/2022 09/02/2016 27,356 1.340
SLGS-Note 06/28/2016 09/02/2022 09/02/20 '16 '1,677,539 1.420
2 005,629
A-1
DocuSign Envelope ID: 0507C944-79C5-4ECA-BBBF-77E733A8BC8D
EXH IBIT B
ESCROW REQU IREMENTS
Interest Redeemed Total
Payment Date Payment Principal Payment
09/02/2016 $39,450.00 $39,450.00
03/02/2017 39,450.00 39,450.00
09/02/2017 39,450.00 39,450.00
03/02/2018 39,450.00 39,450.00
09/02/2018 39,450.00 39,450.00
03/02/2019 39,450.00 39,450 00
09/02/2019 39,450.00 39,450.00
03/02/2020 39,450.00 39,450.00
09/02/2020 39,450.00 39,450.00
03/02/2021 39,450_00 39,450.00
09/02/2021 39,450.00 39,450.00
03/02/2022 39,450.00 39,450.00
09/02/2022 39,450.00 $1,650,000.00 1,689,450.00
512,850.00 1,650,000.00 2, 162,850.00
8-1
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