HomeMy WebLinkAboutRESO 5456• • • • 9/2!/77.
RESOLUTION NO. 5456
A RESOLUTION EXPRESSING APPROVAL oF A PROPoQRIGINAL
POR THE CONSTRUCTION OF IMPROVEMEMS TO THE
PALO ALTO MUNICIPAL GOLF COURSE TO BE PINANCED
BY ISSUANCE OF TAX EXEMPT OBLIGATIONS OF 'rBE
CITY OF PALO ALTO GOLF COURSE CORPORATION
RESOLVED, by the Council of the City of Palo Alto, Cali•
fornia, that
WHEREAS, this Council has been advised that the City of
Palo Alto Golf Course Corporation, a California nonprofit cor-
poration (the •corporation•) has been duly incorporated and
organized for the purpose of assisting the City in financing
additions and improvements to the Palo Alto Municipal Golf Course1
WHEREAS, the Corporation proposes to finance the construc-
tion of such additions and improvements and related costs by
issuance of bonds of the Corporation, payable from the revenues
generated by a qround lease of the golf course site to the Cor-
poration and a lease back of the improved golf course facility
to the City;
WHEREAS,. in this acquisition, finll!lcing and operation of
the golf course facility, the Corporation proposes.to issue its
obligations pursuant to Revenue Rulinq 63-20, a copy of which is
on file with the City Clerk, which rulinq sets forth the terms and
conditions under which the corporation may issue its obiiqations
on behalf of a political subdivision and interest thereon will
therefore be exempt .from federal --incom,e taxes 1
_ WHEREAS, said Revenue Ruling 63-20 provides that t.lie state
or a political subdivision thereof must have a beneficial interest
in_ the corporation issuing bonds while the bonded indebtedness
remains outst.nding and that the political subdivision must obtain
full leqal title to the property upon retirement of the bonded
indebtedneaa and the Corporation proposes that the City be the
political subdivision as above re(iuired1
WBBRBAS, there has been submitted to this council the
following docuaent• for approval&
. . ,· • •· • • ..
a) Resolution No. 77-6, A Resolution of the City of
Palo Alto Golf Course Co~poration Cr~ating and
Establishing an Issue of Golf Course Lease Revenue
Bonds of the City of Palo Alto Golf Course Corpora-
tion, Providing for the Issuance of Series 1977 of
Said Bonds and of Additional Series from Time to
Time of said Bonds: Providing for the Payment of
Principal and Interest of Said Bonds, and P~ovidinq
for the Rights of the Holders Thereof;
bl Articles of Incorporation of the Corporation;
c) By-laws of the Corporation: and
d) Lease of Golf Course Facility; and
WHE!U$AS, environmental assessments of the potential impact
of the various elements of said proposed additions and improvements
have been duly made, resulting in determinations that said acquisi-
tions and improvements will have no significant effect on the environ-
ment· and negative declarations have been daly filed;
WHEREAS, it is necessary for the City to adopt a resoluti~n
approving the Corporation, the project and the bonds-~under the
provisions set forth in said Revenue Ruling 63-20.
NOW, THEREFORE, IT :rs OM>BRED, as follows:
l. That this Council does approve the above proposal for
the financing of additions and improvements to the Palo Alto Muni-
cipal Golf Course Corporation; the proposed bonds thereof as described
in said Resolution No. 77-6, and the following documents in form this
day submitted to this Council:
a) Resolution No. 77-6, A Resolution of the City of
-Palo Alto Golf Course-corporation Creating and-
Establishing an Issue of GOlf Course Lease Revenue
Bonds of the City of Palo Alto Golf course corpora-
tion, Providinq for the Issuance of series 1977 of
-Said Bonds and of Additional Series from Time to Time
2
.. . . • • ' o I • •
of said Bonds; Providing for the Payment of Principal
and Interest of Said Bonds, and Providing for the
Rights of the-Holders Thereof;
b) Articles of Incorporation of the Corporation;
c) By-laws of the Corporation; and
d) Lease of .the Golf Course Facility.
2. That the City acknowledges its present ownership and
legal title to the golf course ~ite and all improvements thereon
and hereby undertakes and agrees to accept full legal title to said
golf course facility-improved as proposed by the Corporation and --
free and clear of all liens and encumbrances upon retirement of
said bonds, pursuant to Section 16 of said Lease of Golf Course
Facility.
• * * * * * * *
I hereby certify that the foregoing is a full, true and
correct copy of a Resolution duly passed and adopted by the City
Council of the City of Palo Alto, California, at a meeting thereof
held on the _ .... 3=rd __ day· of __ Oc_t_ob_e_r ___ , 1977, by the following
vote of the members ~hereof: ->
AYES, and in favor thereof, COuncil.memebers: Brenner, Carey,
Eyerly, P'azz:f..no, tletch_er, Henderson, Sher, Witherspoon
NOES, Councilmembers: None
ABSENT, Council.members: Clay
e City of Palo Alto
APPROVED:
~r Mayor 9'
APPROVED:
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• • ' 0012A•la
CITY OP PALO ALTO
-GOLF COURSE CORPORATION
SANTA CLARA COUNTY
CALIFORNIA
RESOLUTION NO. 77-6
WJML:KIJ:shw 9/10/77
Rev. 9/23/77
Rev. 9/26/77
A RESOLUTION OP THE CITY OF PALO AL'l'O GOLF COURSE
CORPORATION CREATING AND-ESTABLISHING AN ISSUE O?
GOLF COURSE LEASE REVENUE BONDS OF THE CITY OP PALO
AL'l'O GOLP COURSE CORPORATION, PROVIDING i"OR THE
ISSUARCE OF SERIES 1978 OF SAID BONDS AND OP ADDI-
TIONAL SERIES FROM TIME TO TIME OF SAID BONDS1
PROVIDIRG FOR THE PAYMEM'l' OP PRINCIPAL AND INTEREST or SAID BONDS, AND PROVIDING FOR 'l'HE RIGHTS OF.THE
HOLDERS 'l'REREOP
GOLF COURSE LEASE REVENUE BONDS
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101.
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103.
201.
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215.
R&SOLUTION NO. 77-6
A RUOLUTtON OP THE CITY OF PALO ALTO GOLF COURSE
CORPORATION CRBATING AND ESTABLISHING AM ISSUE OF
COtF COURSI Lr.AS! RZVDiOE BONDS or TBB CITY OF PALO
-M,TO GOLF COUUI COltPORA'l'IOM, PRCJiVIDING FOR THE
ISSUAllCI or SBRIBS 1978 OP SAID BONDS AND OP ADDI-
TIONAL SEJlIBS PROM TIMI TC• TIME OP SAID BONDS~
. PROVIDING POI THB PAYMERT OP PRINCIPAL AND INTEREST
OF SAID BOllDS, AND PltOVID:arc POR THE RIGHTS OP THE
BOLDIRS 1'11DBOP
COLP COURSI LBUB UVRRUI BONDS
TULK OP CONTBNTS
ARTICLB I
STATU1'0RY AUTBORITY AlfD DEFINITIONS
Authority for Thi• Reaolution •••••••• ·• Resolution Constitute• Contract. • • • • • • •
Definitions. • • • • • • • • • • • • • • • • •
. . . . .
• • • • •
• • • • •
AR'l'ICLB II
AD'lllOllIIAT:tOlf A1ID ISSUANCB or BONDS
Authorization of Bond• • • • • • • • • • • • • . • . . • Provision• for Iaauance of Bonda • • • • • • • • • .. • • I••uance and Deliv•ry of Bond• • • • • • • . • " • • . • Provisions for AUtboriaation of Iaauance of the
Bonda of 8erle1 1978 • • • • • , • • • • • • • • • • • • Application of Proceed• of Bonds of series 1978 and
Batablt•a.a.nt of Account•. • • • • • • • • ... . • . • ...
Public Bale of Bonda of a.riea 1978. • • • ... . • • • • Arbitrate -Covenants. • • • • • • • • • • • • • • • • • Certif lcatlon •• @ • • • • • • • • • • • • • • . • • • •
Opinion of counsel • • • • • • • • • " • • • • . • • • .
taauance of Additional Bonda • .. • • • • • • • • . • • • Procettding• ft~r the I••uanc• of Additional Bonds . • . • Con•tructton Contract. • • • • • • • • • • • • • • • . • Provlatons for Refundln9 l1aue • • • • • • • • • . • • • -Meditm Of PaY114'nt1 rora and Dat• • • • . • • . • • . • •
1A9end1. • • • • • • • • • • • • • • • • • • • • • • • •
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216.
217.
218.
219.
220.
221.
222.
223.
301.
302.
303.
304.
305 ..
)06.
401.
402.
403.
404.
405.
501.
502.
503.
504. sos.
506.
S0'7.
508.
Execution ............ _ .. . . . . . ... .
Interchangeability qf Bonds. _. • • • • • • • • . • • • •
Neqotiability, Transfer and Registry • • • • ••••••
Transfer and Registration of Coupon B<:>nds ••••••••
Transfer of Registered Bond. • • • • • • • • ~ • • • • •
Regulation with Respect to Exchanges and Transfers •••
Bonds Mutilated, Destroyed, Stolen or Lost •••••
Preparation of Definitive Bondsi Temporary Bonds ••••
ARTICLE III
REDEMPTION OF BONDS
Privilege of Redemption and Redemption Price ••••••
Purchase or Redemption at the Election or Direction
of the Corporation • • • • • • • • • • . • • • • • • • •
Redemption Othe~ than at Corporation's Election or
Direct:ion. . . . . . . . . . . . . . . . . . . . . .
Selection 6f Bonds to be Redeemed by Lot • • • • • • • •
Notice of Redemption • • • • • • • • • • • • • • • • • •
Payment of Redeemed Bonds ••••••••••••••••
ARTICLE IV
APPLICATION OF BOND PROCEEDS
Application of Bond Proceeds • • • • • • • • • • • • • •
Eatabliahment of Bond Proceeds Fund. • • • • • • • • • •
Application of Cost of Issuance Accounts and
Capitalized Interest Accounts. • • ~ • • • • • • • • • •
Application of Note Repayment Accounts • • • • • • • • •
Appllcation of Construction Account •••••••••••
ARTICLE V
REVENUES
Pled9e of Revenues, Revenue Fund • • . . . . . . . . B1t~blishaent of Punds and Accounts. . . . • . . . • . .
Revenues to Piseal Agent • • . . . • • . . . • . • • . .
Allocation of Revenues to Special Funds. • . . . . • • . Revenue Fund -Surplus . . . . . . . . . • • • . . • . • Aaai9naent of Revenues to Fiscai Agent . . • • • . • Reillbureement of Rent. . • . . • • . • . . . . • . . . • Application of Interest and Principal A~counts
in the Debt Service Fund • . . • • • • . . • • . • • • .
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509.
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601.
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701.
702.
703.
704.
705.
706.
707.
708.
709.
710.
711.
712.
801.
802.
803.
804.
Application of Sinking Fund Accounts in the
Debt Service Fund. . . . • • . -. . . . . . . . • . • Application of Prior. Redemption Accou~ts in
the Debt Service Fu.nd. . . . . • • • . . . • . • • . . • .
Deficiencies in the Debt Service Fund. . . . • • • .
Application of Reserve Fund. • . • • . • . . • • • • . .
Operating Fund . • • • . • . • • . • . . • . . . • . . •
ARTICLE VI
SF.CURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Security for Deposits ••••••••••••••
Investment of Moneys Held by a Fiduciary • • • •
Liability of Fiduciaries for Investments • • ••
ARTICLE VII
. . . . -. . . . . . . .
THE FISCAL AGENT, DEPOSITORIES AND PAYING AGENTS
Fiscal A9ent and Depositories: Appointment
and Acceptance of Duties • • • • • • • • • • • • • • • •
Paying Agents: Appointment and Acceptance of Duties •••
Responsibilities of Fiscal Agent, Dep6sitories
and Paying Agents. • • • • • • • • • • • • • • • • •••
Evidence on Which Piduciaries May Act. • • • • • • • • •
Compensation . . . . . . . • • . • • . . . . . . . .
Permitted Acts and Functions • • • • • • • • • • • •
Resignation of Fiscal Agent. • • • • • • • • • • • • • •
Removal of Fiscal Agent •••••••••••••••••
Appointae~t of Successor Fiscal Agent. • • • • ~ • • • •
Transfer of Rights and Property to
Successor Piscal Agent • • • • • • .. • • • • • • • • • •
Merger, Conversion or Consolidation. • • • • • •••
Resignation or Removal of De~sitories and Paying
Agents and Appoint•ent of Successors •••••••.•
ARTICLE VII
CONVENANTS OP THE CORPORATION
Payment of Bonds .. • • • • · • • • • • • • • • • • • • • •
Extension.of Payment 9f Bonds and Coupons ••••••••
construction of Project and Improvements • • • • • • • •
Maintenance of Revenues. • • • • • -.. • • • • • • • •
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-817.
818.
819.
820.
821.
822.
' 901.
902.
903.
1001.
1002.
1003.
1004.
1005.
1006.
Compliance with Resolution • • • • • • • • • • • • •
Estates. • • • • • • • • • • ••••••••••
Payment of Taxes • • • • • • • • • • • • • • • • • • • .
O~servance of Laws and Regulations •••••••
Maintain and Preserve the Golf Course Pacility ••
Other Liens •••••••.••••••••••••••
Against Encumbrances or Salea ••••••••••••••
Compliance with Contracts. • •••• ~ • • • • •••
Insurance. • • • • • ~ • • • • .. • • • • • • • • • • • · •
Prosecution and Defense of Suits ••••••••••••
Recordation and Filing • • • • • • • • • • • • • • •
City Budgets • • • • • • • • • • • • • • • • • • • • • •
Elninent Domain • • • • • • • • • • • • • • • .. • • • • •
Validity of Bonds. • • • • • .. • • • • • • • • • • • • •
waiver of Laws • • • • • • • • • • • • • • • • • • • • •
Compliance with Conditions Precedent ••••••••••
PoWer to Issue Bonds and Make Pled9es •••••••• • •
Further Assurances • • • • • • • • • • • • • • • • • • •
ARTICLE IX
SERIES RESOLUTIONS AND StJPPLBMBHTAL RESOLUTIONS
Adoption and Piling. • • • • • • • • • • • • • • • • • •
Supplemental Resolutions Effective with
Consent of Bondholders • • • • • • • • • • • • • • • • •
General ~rovi_sions Relating to Series Resolutions
and Supplemental Resolutions • • • • • • • • • • • • • •
ARTICLE X
AMENDMENTS OF RESOLUTION
Powers of Amendment • • ·• • • • • • • • • • • • • • • •
Consent· of Bondholders. • • • • • • • • • • • • • • • •
Modifications by Unanimous Consent. • • • • • • • • • •
Mailing and Publication • • • • • • • • • • • • • •••
Exclusion of Bonds. • • • • • • • • • • • • • • • • • •
Notation on Bonds • • • • • • • • • • • • • • • • • • •
ARTICLE XI
EVENTS OF DEPAOLT AND RF.MBDIES OF BOHDBOLDDS
1101.
1102.
1103.
1104 •.
Events of Default and Acceleration of Maturities ••••
Application ~f Funds Upon Acceleration. • • • • • • • •
Suits at Law.or in Equity and Mandamus •••••••••
Non-waiver. • • • • • • • • • • • • • • • • • • • • • •
Remedies Not Exclusive. • • • • • • • • • • • • • • • • 1105.
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1201.
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1403.
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1406.
1407.
ARTICLE XII
-EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOFS
OF OWNERSHIP OF BONDS
Evidence of Signatures of Bondholders and
OWnership of Bonds. . • • • • • • • •
ARTICLE XIII
DEFEASANCE
. . . .-. . .
Defeasance. • • • • • . . . . . . . . . . . . . . . . .
ARTICLE XIV
MISCELLANEOUS
Preservation and Inspection of Documents. • • • • •
Parties of Interest • • • • • • • • • • • • • • • • • •
No Recourse Under Resolution or on Bonds. • • • • . • •
Severability. • • • • • • • • • ••••••
Beadings. . . ,,. . . . . . . . . . . . . . .
Conflict ... w • • • • • • • • ........ .
Effective Date. • ~ • • • • • • • • • • • • • •
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0082A-6a
RESOLUTION ~O. 77-6
WJML:KIJ:shw 9/10/77
Rev. 9/23/77
Rev. 9/26/77 -
A RESOLUTION OF THE CITY-OF PALO ALTO GOLF COURSE
CORPORATION CREATING AND ESTABLISHING AN ISSUE OF
GOLF COURSE J..EASE REVENUE BONDS OF THE CITY. OF PALO
ALTO GOLF COURSE CORPORATION, PROVIDING FOR THE
ISSUANCE OF SERIES 1978 OF SAID BONDS AND OF ADDI-
TIONAL SERIES FROM TIME TO TIME OF SAID BONDS;
PROVIDING FOR THE PAYMENT OF PRINCIPAL AND IN~ST
OP SAID BONDS, AND PROVIDING FQR THE RIGHTS OF THE
HOLDERS THEREOF
GOLF COURSE LEASE REVENUE BONDS
. RESOLVED, by the Board of Directors of the City of Palo
Alto (""Y()lf Course Corporation, that
WHEREAS, the City of Palo Alto Golf Course Corporation is
duly authorized under all applicable provisions of taw to adopt this
Resolution and issue the Bonds and the Bonds, upon the issuance
thereof, will be valid and le<Jally binding ·special obligations of
the City of Palo Alto Golf course Corporation in accordance with
their terms:
NOW, THEREFORE, IT IS ORDERED AS FOLLOWS:
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
101. Authority for this Resolution. This Resolution is
adopted pursuant tc the provisions of the Articles of Incorporation
and By-Laws of the City of Palo Alto Golf Course Corporation, duly
passed and adopted pursuant to the General Nonprofit Corporation L~w
of the State of California.
102. Resolqtion Constitutes Co.ntract. In consideration of
the purchase and acceptance of any and all of the Bonds issued
hereunder by those who shall hold the same from time to time, this
Resolution shall be deemed to be and shall.constitute a contract
between the City of Palo Alto Golf Cour.se Corporation ·and the
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Holders of the Bonda and coupons, and the pledges made in this
Resolution and the covenants and agreements herein set forth to be
performed by the Corporation shall be for the equal benefit,
protection and security of the Holders of any and all of the Bonds
and coupons, all of which, without regard to the time or times of
their issue or maturity, shall be of equal rank without preference,
priority or distinction of any of the Bonds or coupons over any
other thereof, except as expressly provided in or permitted by this
Resolution.
103. Definitions. The following terms shall, for all
purposes of this Resolution, have the following meanings unless the
context shall cle•rly require some other meaning:
Additional Rent means all amounts received by the
Corporation from the City as additional rent pursuant to Section
6(c) of the Lease.
Annual Debt Service Requirement for any Fiscal Year,
as applied to the Bonds, means the interest on the Bonds which shall
be due and payable in the ensuing Fiscal Year and the Principal
Installments which shall be due and payable in the ensuing Fiscal
Year.
Authorized Newseae;rs means a financial paper, a
newspaper of general circulation in the City and Courity of San
Prancisco, california, or a financial newspaper circulated in the
Borough of Manhattan, City and State of New York, at least once a
day for at least five (5) days (other than l~gal holidays) in each
calendar week, printed in the English language.
Authorized Officer means the President, Chairman or
Secretary arid any other officer of employee of the Corporation
authorized by resolution of the Board of Directors to perform the
act or sign the docuaent in question.
Base Rent •eans all amounts received by the
Corporation from the city as base rent pursuant to Section 6(a) of
the Lease.
Board of Directors means the board of directors of
the Corporation duly constituted, qualified and acting under the
Articles of Incorporation and By-Laws of the corporation •
. ~ or ~onds means any Bond or issue of Bonds, as
the case aay be, establ.isbeo and created by this Resolution and
issued pursuant to a Series Resolution. -
Bondholder or Bolder or .Bolde!'s of Bonds or any ..
siaila~ term (when used with respect to BOnds) means any person or
party who bhall be the bearer of any Outstanding Bond or Bonda
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registered to bearer or not registered or the registered owner of
any Outstanding Bond or Bonds which shall at the time be registered
other than to bearer and Bolder (when used with ~espect to coupons)
shall mean any person who shall be a bearer of coupons. .
Bond Proceeds Fund means the Fund so designated which
is established and created by-Section 402.
Capitalized Interest Accounts means the Accounts so
designated which are established and created by Section 402.
Certificate of the Corparation, statement of the
Corparation, Request of the Corporation mean, respectively, a
written certiflcate, statement or request signed in the.name of the
Corporation by an Authorized Officer, with the seal of the
Corporation affixed. Any such instrument and supporting opinions or
representations, if any, may but not need be combined in a single
instrwaent with any other instrwaent, opinion or representation, and
the two or more so combined shall be read and construed as a single
instrument.
Any Certificate or Statement of the Corporation may
be based, insofar as it relates to legal, accounting or engineering
matters, upon the opinion or representation of counsel, accountants
or engineers, respectively, unless the officer signing such
certificate or statement knows, or in the exercise of reasonable
care should have known, that the opinion or representation with
respect to the matters upon which such certificate or statement aay
be based, as aforesaid, is erroneous. The same Authorized Officer
or the saae counsel or accountant or engineer, as the case aay be,
need not certify to all of the matters required to be certified
under any provis~on of this Resolution or any Series Resolution or
Supplemental Resolution, but different officers, counsel,
accountants or engineers may certify to different facts,
respectively.
Every certificate or Stateaent of the Corporation,
and every opinion of counsel, accountants or engineers provided for
herein shall include--·
(1) a· statement that the person making or giving
such certificate, statement or opinion has read all pertinent
provisions of this Resolution to which such certificate, statement
or opinion aay relate1
(2) a brief stateaent as to the nature and scope of
the examination or investigation upon which the certificate,
state•ent or opinion is based1
(3) a statement that, in the opinion of such person,
he has aade such examination or investigation as is necessary-to
enable hi• to express an informed opinion with respect to the
subject matter referred to in the instrument to which his signature is aff ixed1 and -
(4) with respect to any statement relating to
coapliance with any provision of this Resolution, a stateaent as to
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whether, in the opinion of such person, such provision has been
complied with.
City means the existing charter city of the State
known as the City of Palo Alto, organized and existing under and by
virtue of the constitution and laws of the State.
Construction Accounts means the accounts so
designated which are estabiisbed and created by Section 402.
Construction Perio(f means the period of time during
which the Project or Improvements, as the case may be, are being
constructed as established by the construction contract therefor,
commencing with the date of such contract and ending with the filing
of the certificate of completion thereof by the Corporation.
Corporation.
Corporation means the City of Palo Alto Golf Course
~ Cost of Issuance Accounts means the Accounts so
designated which are established and created by Section 402.
Costs of Issuance means items of expense payable or
reimbursable directly or indirectly by the Corporation and related
to the authorization, sale and issuance of Bonds, which items of
expense shall include but not be limited to, printing costs, costs
of reproducing documents, filing and recording fees, initial feesand
charges of the Fiscal Agent, Bond discounts, legal fees and charges,
financial and other professional consultants' fees, costs of credit
ratings, fees and charges for execution, transportation and
safekeeping of Bonds, costs and expenses of refunding and other
costs, charges and fees in connection with the foregoing.
attorney or
counsel for
retained by
practice in
selected by
counsel's 0pinion means an opinion signed by any
firm of attorneys (who may be the City Attorney, general
the Corporation or an attorney or firm of attorneys
the Corporation in other connections) licensed to
the state i~ which be or it maintains an office,
the Corporation.
Debt Service Pund means the fund by that name
established by section 5o2.
Depository aeans eac.h bank or trust company or ·
national banking association appointed pursuant to Section 701 to
act as a Depository, ~nd each successor or successors, and any other
bank or trust company or national banking association at any time
substituted in its place pursuant to this Resolution.-
Federal Securities means united States Treasury
notes, bonds, bills or certlf icatea of indebtedness or those for
4
which the faith and credit of the United States are pledged for the -
payaent of principal and interest, and which are not rede~mable in
advance of their maturities at the option of the issuer or any other
person. ..
Fiduciary means the Fiscal Agent and each Paying
Agent or Depository.
Fiscal Agent means the Fiscal Agent, ·appointed by -the
Corporation and acting as an independent trustee with the duties and
powers herein provided, its successors and assigns, and any other
corporation or association which may at any time be s_ubstituted in
its place, as provided in Section 7.01.
Fiscal Year means any twelve (12) consecutive
calendar months commencing with the first day of July and ending on
the last day of the following June.
Fund or Account means a Fund or Account created by or
pursuant to the""'iiiolut1on.
Golf Course Facility means, collectively, the Palo
Alto municipal golf course now existing on the Site, the Project,
Improvements, if any, and any and all additions, improvements,
extensions, alterations, machinery, equipment and appurtenances
thereto and thereof, whether now existing or to be construct·ed,
installed or acquired during the period within which any Bonds are
outsta~ding under this Resolution, and any additional real property
which may be added, excepting such machinery, equipment and other
property not owned by the Corporation and to which it is not
entitled to take possession.
Bolder or Bondholder whenever employed herein with
respect to a Bond which shall be registered other than to bearer,
means the person in whose name such Bonds shall be registered, and,
whenever employed herein with respect to a coupon Bond, a Bond
registered to bearer, or a coupon, means the bearer of such Bond or
coupon.
Ialrovements means any additions, extensions,
improvements·, equ pment, machinery or other faciiities to, or for
the Golf Course Facility other than the Project.
Independent Public Accountant means any certified
public accountant or public accountant or firm of such accountants
retained and paid by the Corporation, and who, or each of whoa--
(1) is in fact independent, and not under domination
of the Corporation or the Cityr
(2) does not have any substantial interest, direct
or indirect, with tbe Corporation or the City; and •
5
(3) is not connected with the Corporation or the
City as a board member or member of the Corporation or as a member
of the Council of the City, or as an officer or employee of the
Corporation or the City, but who may be regularly retained to make
annual or similar audits of any other books of the CorJ;)oration or
the City.
Interest Account means the account by that name
established by Section 5o2.
Interest Pavnent Date means August 1 and February 1
of each year during which interest is due and payable on any Bonds
Outstanding and issued pursuant to this Resolution and a Series
Resolution of the Corporation.
Interest Requirement means, as of an~" particular date
of calculation, the amount equal to any unpaid interest then due,
plus an amount which will on the next succeeding Interest Payment
Date be equal to the interest to become due on the Bonds on such
next succeeding Interest Payment Date.
Law means the General Nonprofit Corporation Law o~
the State, const'Ituting Divisi~n 2 (commencing with Section 9000) of
Title I of the Corporations Code of the State. Whenever-reference
is made in this Resolution to the Law, reference is made to the Law
as in force on the date of the adoption of this Resolution, unless
the context otherwise requires.
Lease means the lease dated as of OCtober 3, 1977,
between the City and the Corporation whereby the City leases the
Site to the Corporation and the Corporation leases the Golf Course
Facility back to the City.
Net Proceeds, when used with respect to any insurance
or condemnation award, means the gross proceeds from the insurance
or condemnation award with respect to which that term is used
reaaining after payment of all expenses (including attorneys• fees
and any extraordinary expenses of the Fiscal Agent) incurred in the
collection of such gross proceeds.
Note Repa~ent Accounts means the Accounts so
designated which are est~lished and creat~d by Section 402.
Notes means notes or other short-term evidences of
indebtedness of the Corporation issued to provide funds for the
Project or Iaprovements.
, _ O~rating Expenses means the Corporation's expenses ~f maintaining a~ operating the Golf Course Facility in the event
of operation thereof by-the Corporation including costs of repairs -
and replacements, labor costs and insurance.
6
Operating Fund means the fund by that name
established by Section 502.
Outstanding when used with reference to Bonds, me3ns,
as of any date, BOnds theretofore or then being delivered utader the
provisions of this Resolution, except: (i} any Bonds cancelled by
the Fiscal Agent or any Paying Agent at or prior to such date, (ii)
Bonds for the payment or redemption of which moneys equal to the
amount required pursuant to Article III hereof shall be held by the
Fiscal Agent or the Paying Agents in trust (whether at or prior to
the maturity or redemption date), provided that if such Bonds are to
be redeemed, notice of such redemption shall have been given as in
Article III provided or provisions satisfactory to the Fiscal Agent
shall have been made for the giving of such notice, (iii) Bonds in
lieu of or in substitution for which, other Bonds shall have been
delivered pursuan.t to Article II or Section 306 or Section 1006, and
(iv) Bonds deemed to have been paid as provided in Section 1301.
Paying Agent means each bank or trust company or
national banking association appointed pursuant to Section 702 to
act as paying agents for the Bonds, and each successor or
successors, and any other bank or trust company or national banking
association at any time.substituted in its place pursuant-to this
Resolution. ·
Permitted Investments means any of the following
which at the time are legal investments for Fiduciaries under the
laws of the State and to the extent provided by law, for the moneys
held hereunder then proposed to be invested therein: (i) direct
general obligations of, or obligations the principal of and interest
on which are unconditionally guaranteed by, the Uni.ted States of
America or the state~ (ii) bonds, debentures, participation
certificates or notes issued by the Pederal National Mortgage
Association, the Government National Mortgage Association or the
Federal Home Loan Mortgage Corporation or by any agency or
corporation which bas been or is hereafter created by or pursuant to
an act of the Congress of the united States as an agency or
instrumentality thereof1 and (iii) new housing authority bonds,
project notes or preliminary loan notes, fully secured by contracts
with the United States.
Principal Account means the account by that name
established by section 5o2.
Principal Installment means, as of any particular
date of calculation, an amount of money equal to the sua of (a) the
principal aaount of Outstanding Bonds which aature on a single
future date, reduced by the aggregate principal amount of such
Outstandin9 Bonds which would at or before said fu~ure date cease to
be outstanding by reason, but only by reason, of the payment when
7
due and application in accordance with the Bond Resolution of
Sinkinq Fund Installments payable at or before said future dat~
toward the retirement of such Outstanding Bonds, and Cb) -the amount
of any Sinking Fund Installment payable on said future date toward
the retirement of any Outstanding Bonds: and said future date is
deemed to be the date when such Principal Installment is payable and
th~ date of such Sinking Fund Installment.
Principal Installment D!!!, means the date on which
Principal Installments are required to be made pursuant to Section
214.
Principal Office, when used with respect to a
Fiduciary, means the principal, or corporate trust, or head, or
principal t~ust office of such_Fiduciary situated in the city in
which such Pidueiary is described as being located.
Prior Redemetion Account means the Account so
designated which is established and created by Section 502.
-Project means the acquisition of the leasehold
interest in the site as defined in the Lease and the construction of
improvements to the existing Palo Alto municipal golf course, a new
clubhouse and pro shop and all necessary appurtenances and equipment
therefor. -
Redemption Price means, with respect to any Bond, the
principal amount thereof, plus the applicable premium, if any,
payable upon redemption thereof pursuant to this Resolution and the
Series Resolution pursuant to which the same was issued.
Refunding Issue means all Bonds delivered on original
issuance pursuant to Section 213.
Reserve Fund means the fund by that name established
by Section 502.
Reserve Requirement means, as of any date of
calculation, the maximum amount of the Principal Installments and
interest maturing, required to be made and becoming due on all Bonds
of the Corporation then outstanding hereunder in any succeeding
Fiscal Year.
Resolution or Bond Resolution means this Resolution
as from time to tlme amended or supplemented by Supplemental
Resolutions or Series Resolutions in accordance with the terms and
provisions hereof.
Revenue Fund means the fund by that name established
by Section 502.
8
Revenues means all rental and other income derived by
the Corporation under the Lease, all rental and other income deriv~d
by the Corporation from the Golf Course Facility in the event the
Corporation operates the Golf Course Pacility on the default of the
City under the Lease, any interest and other income derived from the
investment of the funds herein provided.
Serial Bonda means Bonds which mature in annual
installments of principal, which need not be equal and the first
installment of which may be deferred.
Series of Bonds or Bonds of a Series means the Series
of Bonds authorized by a Serles Resolution.
Series Resolution means a·Resolution of the
Cor·poration author izlng the issuance of a Series of Bonds in
accordance with the terms and provisions hereof adopted by the
Corporation in accordance with Article II.
Sinking Pund Accounts means the Accounts so
designated which are established and created by Sections 502 and 509.
Sinking Pund Installment means the amount of money
required by or pursuant to a Series Resolution of the Corporation to
be paid by the Corporation toward the retirement of any particular
Outstanding Bonds which mature on a single date, but does not
include any amount payable by r,ason only of the maturity of a Bond,
and only the particular series oi outstanding Bonds on which such
Sinking Pund Installment is due pursuant to such Series Resolution
are ~eemed to be the Bonds entitled to such Sinking Fund Installment
and for which such Sinking Fund Installment is established and is to
be paid.
Site means the property described in Exhibit •A•
attached to the Lease.
State means the State of California.
Supplemental Resolution means a resolution
supplemental to or amendatory of this Resolution, adopted by the
Corporation in accordance with Article IX.
Tera Bonds aeans B~nds not constituting Serial Bonds.
Treasurer means the Treasurer of the Corporation.
Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter
genders. Unless the context shall otherwise indicate, words
9
~ importing the singular number shall include the plural number and
vice versa, and words importing persons ~hall include corporations
and associations, including public bodie~. as well as natural
persons.
The terms "hereby", "hereof•, •hereto•, "herein•,
"hereunder• and any similar term~, as used in thi~ Resolutinn, r~fer
to this Resolution. -
ARTICLE II
AUTHORIZATION AND ISSUANCE OF BONDS
201. Authorization of Bonds. There is hereby established·
and created an issue of Bonds of the Corporation to be known and
designated as •city of Palo Alto Golf Course Corporation Lease
Re~enue Bonds•, which said Bonds may be issued as hereinafter
provided without limitation as to amount except as provided in this
Resolution or as may be limited by law. There is hereby created by
this Resolution in the manner and to the extent pr.ovided herein, a
continuing pledge and lien on the Revenues to secure the full and
fin~l payment of the principal or Redemption Price of and interest
and Sinking Fund Installments on all of the Bonds issued pursuant to
this Resolution. The Revenues are pledqed pursuant to the
provisions of Section 501 hereof for the payment of the principal
and Redemption Price of and interest end Sinking Fund Insta,lments
on the Bonds. The Revenues shall be the sole source of funds
pledged by the Corporation for repayment of the Bonds. The Bonds
shall not be deemed to constitute a debt or liability of the City
nor a pledge of the .faith and credit of the City, but shall be
payable solely from the Revenues.
202. Provisions for Issuance of Bonds. Series 1978 of the
Bonds shall be authorizea by Section 2o4 of this Resolution.
Subsequent series shall be authorized by a Series Resolution or
Series Resol"tions of the Corporation adopted subsequent hereto and
the Bonds aay be issued in one or more Series. The Bonds of each
Series shall, .i_n addition to the title "City of _Palo Alto Golf
Course Corporation Lease Revenue Bonds', contain an appropriate
Series designation. ·
Bach Series Resolution authorizing the isb~ance of a
Series of Bonds shall also specify:
(1) ~he authorized principal amount of said Series
of Bonds:
10
I
I
(2) The purposes for which such Series of Bonds is
being issued, which shall be (a) the establishment or crediting of
the appropriate Funds and Accounts and the depositing of moneys
therein, as provided in Section 401, (b) the payment into the
Reserve Fund of any amounts required to be paid thereto in order to
establish.said Fund in an amount not less than the Reserve
Requirement, (c) the fundin9 of Notes, including interest thereon,
theretofore issued by the Corporation to provide funds for
Improvements to the Golf Course Facility, (d) the refunding or
redemption of Bonds and related purposes, as provided in Section
213, (a) the payment of Costs of Issuance incurred in connection
with such Series of Bonds, and (f} any combination thereof1
:: · (3) The date, maturing dates and amounts of each
maturity and the first interest payment date of the Bonds of said
Series:
(4) The interest rate or rates, or the manner of
determining such rate or rates1
(5) The denomination or denominations of, and the
manner of nwaberin9 and lettering, the Bonds of such Series,
provided that each Bond shall be of the denomination of $1,000 9r an
integral multiple thereof, not exceeding the aggregate principal
amount of the Bonds of such Series maturing in the year of maturity
of the Bond for which the denomination is to be specified;
(6) The Paying Agent or Paying Agents or the method
of appointing the P&ying Agent or Paying Agents and, subject to the
provisions of Section 702, the place or places of p&yment of the
principal or Redemption Price, if any, of and interest and Sinking
!'Und Installments on the Bonds of such Series1
(7) The funds or accounts to which proceeds of the
sale of the Bonds of such Series aay be deposited or paid intoi
(8) The Redemption Price or Redemption Prices, if
any, and subject to Article III the redemption terms, if any, for
the Bonds of such Series1
(9) If so determined by the Corporation, the
pro~isions for the sale of the Bonds of such Series~
(10) The forms of the Bonds of such Series and the
coupons to be attached to the coupon Bonds of such Series1
(11) The officers or employees of the Corporation
directed to execute the Bonds of such Series~
(12) The amount and due date of each Sinking Fund
Inatallllent for the Bonds of such Series, if any1 ond
11
( 13) -Any other prov is ion deemed advisable by the
Corporation, not in conflict with the provisions of this Resolution.
Bonds of a Series may be-either-serial Bonds or Term Bonds
or a combination thereof. Each Series Resolution shall provide for
principal maturities or Sinkin9 Fund Installments, or both as the
case may be. All Bonds of each such Series of like maturity shall
be identical in all respects, except as to denominations, numbers
and letters, and except that they may be in either coupon or
registered form.
~03. Issuance and Delivery of Bonds. After their
~uthorization by a Series Resolution, Bonds of a Series may be
executed by or on behalf of the Corporation and delivered to the
purchasers or underwriters thereof upon compliance-by the
Corporation with the requirements, if any, set forth in such Series
Resolution and with the requirements of Sections 210 and 211.
204. Provisions for Authorization of Issuance of the Bonds
of Series 1978. An initial series of the Bonds to be known as the
1~ity of Palo Alto Golf course Corporation Lease Revenue Bonds,_
Series 1978•, is hereby authorized to be issued and shall be issued
in accordance with the following provisions:
(a) The Bonds of Series 1978 shall be in the
principal amount of one million seven hundred fifty thousand dollars
($1,750,000).
(b) The purpose for which the Bonds of Series 1978
shall be issued shall be for the purpose of payment of the cost of
acquisition, construction, and financing-of the Project.
(c) The Bonds of Series 1978 shall be dated Febru-
ary 1, 1978, and shall mature on Pebruary 1 in each of the years and
amounts, as follows: !!!!. Principal Amount Year -Principal Amount
1980 $ 25,000 1992 $ 75,000
1981 25,000 1993 75,000
1982 25,000 1994 75,000
1983 25,000 1995 75,000
1984 50,000 1996 100,000
1985 50,000 1997 100,000
1986 50,000 1998 100,000
1987 50,000 1999 100,000
1988 50,000 2000 125,000
1989 50,000 2001 125,000
1990 S0,000 2002 125,000
1991 75,000 2003 150,000
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(d) The Bonds of Series 1978 shall· bear interest
until paid at a rate determined by the successful bid therefor but
not to exceed the rate Qf eight percent {8%) per annum. The first
interest payment date shall be August 1, 1978.
(e) The Bonds of Series 1978 may be issued as coupon
Bonds of Series 1978, registrable as to principal only, in the
denomination of $5,000 each and numbered consecutively or as fully
registered Bonds of Series 1978 in the denomination of $~,000 each
or any integtal multipl.e thereof and numbered as determined by the
Treasurer, provided, however, that no fully registered BOnds of
Series 1978 maturing in more than a single year shall be issued.
Attached to each coupon Bond of Series 1978 shall be interest
coupons payable at the time the respective interest payments th~reon
bec0111e due and for the amounts thereof.
(f) The form of the coupon Bonds of Series 1978 and
coupons thereto attached and re9istr.ation form apper.taining thereto
shall be substantially as provided in Exhibit "B• hereto attached
and by this refecence tn;tde a part hereof. The form of the fully
registered Bonds of Series 1978 and assignment form appertaining
thereto shall be substantially as provided in Exhibit •c• hereto
attached and by this reference made a part hereof.
(g) The Corporation shall have the right, on any
interest payment date, to redeem the Bonds of Ser.ies 1978, as a
whole or in part by lot within any maturity if less than all of the
Bonds of Series 1978 of such maturity be redeemed, from proceeds of
insurance or proceeds of eminent domain proceedings, upon the terms
and conditions of, and as provided for in, Sections 813 and 817
respectively, at the principal amount thereof and accrued interest
thereon to the date fixed for redemption without premium. If less
than all of the Outstanding Bonds of Series 1978 are to be redeemed
as het'einabove provided, the Fiscal Agent shall determine, as nearly
as pr.acticable, a principal amount in each maturity to be redeemed
so that approxi.mately equal annual debt service will prevail.
Bonds of Series 1978 maturing by their terms on or ·
prior to February 1, 1988, shall not, except as ~erein provided in
the first sentence of this subdivision (9), be subject to redemption
by call prior to their respective maturity dates. Bonds of Series
1978 maturing on or after February 1, 1989, shall also be subject to
redemption by call, from any source of funds legally available
therefor, at the option of the Corporation, as a whole or in part in
inverse order of maturity and by lot, within a maturity, on Febru-
ary 1, 1988, but not prior thereto, or on any interest payment date
thereafter and prior to their maturity date or dates at a Redemption
Price equal to the principal amount thereof and accrued interest
thereon to the date of redemption, plus a r~demption premium of one-
quarter of one percent (1/4 of l•> for each year or fraction of a
13
year between the redemption date and the ~~te nf maturity of the
Bonds, but not to exceed thre~ percent (3,).
Such redemptjon premium shall be computed upt)n the
principal amount of &onds of Series 1978 called for redemption. The
Bonds of Series 1978 shall not be otherwise subject to redemption
prior to the stated maturity date.
(h)~~~~~~ ......... ....-~"T-~~---,--=---=-r~ ...... ~~-:o--.-..~-is hereby aPPQinted Fiscal Agent for
the Corporation to act as the Fiscal Agent and Depository of the
Corporation for the purpose of receiving all moneys required to be
paid to the-Piscal. Agent hereunder, to allocate, use and apply the
same, to hold, ~eceive and disburse the Revenues and other funds
pledged.or held hereunder, and otherwise to hold all the offices and
perform all the funclions and duties provided in this Resolution to
be held and performed by the Fiscal Agent-
205. Application of Proceeds of Bonds of Series 1978 and
Establishment of Accounts.
(1) Upon receipt of the proceeds of sale of the
Bonds of Series 1978, there shall be paid to the Fiscal Agent for
deposit as follows:
(a) Into the Reserve Fund an amount equal to
the Reserve Requirement:
(b) Into the Interest Account in the Debt
Service Fund the amount (if any) of interest accrued f ~om
February 1, 1978, to the date of delivery of the Bonds of
Series 1978.
(2) Establishment of the Series 1978 Cost of
Issuance Account. There is here6y esta61ished an Account to be held
by the Treasurer and to be designated as the Series 1978 Cost of
Issuance Account, moneys in which shall be used for the purpose and
as authorized by Section 403 of this Resolution.
(3) Establishment of the Series 1978 Capitalized
Interest Account. There is hereby established an Account to be held by the Treasurer and to be designated as the Series 1978 Capitalized
Interest Account, moneys in which shall be used for the purposes as
authorized by section 403 ot this Resolution.
(4) Establishment of the Series 1978 Construction
Account. There is hereby established an ACcount to be held by the
Treasurer and to be designated as the Series 1978 Construction
Account, moneys in which shall be used for the purposes and as
authorized by Se~tion 405 of this Resolution.
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(5) ~P,lication of Other Proceeds. Prom the amount
of proceeds c>f the sei es 1978 Bonds remaining after the deposits
made pursuant to paragraph (ll of this Section 205, there shall be
paid to the Treasurer for deposit as-follows:
(a) Into the Serles 1978 Cost of Issuance
Account an amount equal to the Costs of Issuance of the
Bonds of Series 1978.
(b) Into the Serles 1978 Capitalized Interest
Account an a.mount equal to interest on the Bonda of Series
1978 froa the date of their delivery to and including
February i,·1979, as determined by the successful bid
therefor. --
(c) Into the Series 1978 Construction Account
the amount of proceeds reJaaining in the Bond Proceeds
Fund. The advance rent payable by the Corporation to the
City under Section 4(a) of the Lease shall be paid from the
Series 1978 Construction Account. Any 11<>neya received by
the Corporation during the Construction Period frOll any
other source for the Project shall be deposited to the
credit of the construction Account.
206. Public Sale of .Bonds of Series 1978. The Bonds of
Series 1978 shall be olfered at public sale by t&e Corporation and
the sale shall be made to tbe responsible bidder wbO&e bid
represents the lowest net interest cost to the corporation.
207. Arbitrage -Covenants. The Corporation covenants
that it will aake no use ol £lie proceeds of the Bonds of Series 1978
at any tille during the term thereof which would constitute the Bonds
of Series 1978 •arbitrage bonds• within the meaning of Section
103(c) of the Internal Revenue Code of 1954 and temporary, proposed
or final regulations thereunder.
208. certification. On the basis of the facts, estiaates
and circuastances now in ez1stence and in existence on the date of
issue of the Bonds of series 1978, as deter•ined by the Treasurer,
the Treasurer is authorized to certify that it is not expected that
tbe proceeds of the Bonds of Series 1978 will be used in a aanner
that would cause such obligations to be arbit-rage bonds. such -
certification shall be delivered to the purchaser, together with
Bonds of Serie• 1978 and the opinion of counsel provided in Section
209.
209. ~inion of Counsel. The certification provided in
-Section 208 aha bi acC011Panled by the legal opinion of bond
counsel aa provided by aaid Section and temporary, proposed or final
regulations thereunder.
15
210. Iaauance of Additional Bonda. The corporation may by
Se~ies Resolution eata6111h one or more other Series of Bonds on a
parlty with the Bonda, and may issue and deliver such Bonds in such
prlncipal amount as shall be determined by the Corporation, but only
upon compliance by the Corporation with the provisions of Section
211, and subject to the followin9 specific conditions which are
hereby aade conditions precedent to the issuance of such addition~l
Series of Bonds:
(a) Such additional Series of Bonds shall have been
authorized to finance the completion of the Project or the
acquisition and construction of an Iaprovement, and the issuance
thereof shall have been determined and declared by the Corporation,
in a Series Resolution, to be necessary for that purpose.
(bl The Corporation shall be in compliance with all
covenants and undertakings set forth in this RP.solution.
(c) The Series Resolution authorizing issuance of
such additional Series of Bonds shall require that the proceeds of
the sale of such Series shall be applied solely for the completion
of the Project or the acquisition or construction of an Improvement,
including expenses and costs incidental thereto, and the costs of·
Issuance thereof and Capitalized Interest on said additional Series
of Bonds durin9 the actual period of completion of the Project or
Iaprovement, and for a period not to exceed twelve (12) months
thereafter.
(d) Such additional Series of Bonds shall be equally
and ratably secured with all other Bonds herein authorized, ~ithout
preference or priority of any of the Bonda over any other Bonds.
(e) The additional Series of Bonds shall be payable
as to principal on February 1 of each year in which principal falls
due, and payable as to interest on February 1 and August 1 of each
year.
(f) Such additional Series of Bonds shall not be
subject to call prior to February 1, 1988.
(9) The·corporat~on shall have entered into a Lease
or revised Lease with the City in and by which the City obligates
itself in the aanner provided in the Lease to make payments of
rental to the corporation for the use of the Project and the
Improvements at the times and in the amounts sufficient to provide
for the-payment of the Principal Installments of and interest on
such additional Series of Bonds as such Principal Installments and
interest become due and to make all other payments in the manner
provided in the Lease.
16
----------------------------~----
,,
211. Proceedings for the Issuance of Additional Bonds.
Whenever the Corporation shall determine to issue an addltional-
Series of Bonds pursuant to section 210, the corporation shall adopt
a Series Resolution determining that the issuance of Series of Bonds
is necessary for the completion of the Project or for an Iaprovement
specifying the matters required by Section 202.
Before such Additional Bonds shall be issued and
deliver.ed, the Corporation shall file the following documents with
the Fiscal Agent:
(a) A Certificate of the Corporation
certifying that the issuance of such add!tional series of Bonds is
necessary to provide for the completion of the Project or for_ an
Improvement and setting forth the estiaated cost of completion
thereof or the Improvement and the estimated date of completion of
construction.
(b) A certified copy of the Series Resolution
authorizing such additional Series of Bonds.
(c) A Counsel's Opinion stating that the
execution and delivery of the additional Series of Bonds have been
sufficiently and duly authorized by the Corporation; that the
issuance of the additional Series of BOnds is authorized by the Law:
that the additional Series of Bonds, when duly executed and
delivered, will be valid and binding obligations of the Corporation,
payable from Revenues in accordance with the terms of this
Resolution and the Series Resolution authorizing the issuance of
such additional Series of Bonds7 and that upon the delivery of the
additional series of Bonds the aggregate principal amount of Bonds
then Outstanding will not exceed the aaount at the time permitted by
law or the then liaits of indebtedness of the Corporation, if any.
(d) A Certificate of the Corporation
certifying that the requirements set forth in Section 210 have been
either aet or provided for, t09ether with a copy of the lease to the
City required by said section.
212. Construction Contract. Prior to initial delivery of
Bonds of Series 1978, the Corporation will either enter into a
construction contract providing for the construction of the Project
or will agree with the City and the contractor that the Corporation
will make all payments pursuant to a construction contract entered
into by the City as the agent of the corporation. The contract
price will not exceed the aoneys to be available in the Construction
Account in tbe Bond Proceeds 1'Und for such purposes as such moneys
are needed to pay the contractor. The Corporation covenants that,
not later than twenty-four hours after the delivery of the Bonds,
17
the Corporation will notify the contractor under-said contract to
coanence work thereunder and will at all times thereafter cause the
work of construction of the Project to be diligently pro~ecuted to
coapletion.
~he Corporation covenants that, without the approval
of the Holders of at least sixty percent (60t) in aggregate
principal amount of the Bonds at the time Outstanding, it will not
make any changes in said contract nor approve any changes in any
construction contract made by the City as its agent which will
substantially reduce or diminish the capacity, adaptability or
usefuln~ss of the Project for the purposes for which they were
designed. The corporation further covenants that it will not make
nor approve any changes in the construction contract will materially
increase.th9 total cost of construction of the Project above the
price set forth therein unless the City shall have authorized such
changes and (i) the balance then on hand in the Construction Account
t09ether with investment earnings to be received thereon, shall be
sufficient to pay all costs and expenses then payable, or which
thereafter may become payable, from said Account, including all suaa
then and thereafter·payable pursuant to the construction contract
and the increase in total coat resulting from such changes, or (ii)
the City shall have deposited with the Treasurer such amount as
shall be required to increase the balance in said fund to an aaount
sufficient to pay all such costs and expenses. The Treasurer shall
set aside in the Construction Account all amounts so deposited.
213. Provisions for Refunding Issue.
(1) Bonds of one or aore Series (herein called
•Refunding Issue•) may be issued and delivered, subject to the
provisions and limitations of this Section 213, for the purpose of
refunding any Bonds then Outstanding. The Series Resolution
authorizing each such Series of a Refunding Issue shall set forth
that the purposes for which such Series is issued are the refunding
of any part or all of the Bonds of any one or more Series then
outstanding, tbe payment into the Debt Service Pund of the Accrued
Debt Service with respect to the Series of such Refunding Issue, or
such part thereof as said Series Resolution shall_ determine, and the
payment of the Costs of Issuance with respect to said Refunding
Issue, and shall contain a description of the Bonds so to be
refunded.
(2) The Bonds.of the Series of a Refunding Issue may
be delivered by the Corporation only if:
(a) The proceeds to be received by the
Corporation (inclusive of accrued interest on the Bonds of such
Series of a Refunding Issue) from the sale of the Bonds of such
Series of the Refunding Issue together with other moneys available
18
therefor are, or will be, equal to or in excess of the sum of (1)
the aggregate applicable Redemption Prices (exclusive of any accrued
interest on the Bonda to be refuned which shall be paid out of the
Debt Service Pund, as provided in paragraph (F} of Section 508, of
the Bonds so to be redeemed, or a sum sufficient to comply wlth the
provisions,of section 1301, (ii) the· amount of Accrued Debt Service
with respect to the Bonds of such_ Series and (iii) costs of Issuance
unless otherwise provided for1 ·
(b) The Corporation shall have given. .
irrevocable instructions to the Fiscal Agent, satisfactory to it,
(i) to give due notice of redemption of all the Bonds so to be
redeemed on a Redemption Date specified in such instructions and to
make due publication in the manner provided in Section 305 of a
notice that the moneys payable upon such redemption will be
available for payaent to the Holders of the Bonds and coupons
entitled thereto, or (ii) the Corporation shall have given
irrevocable instructions to the Fiscal Agent, satisfactory to it, to
make due publication of the notice provided for in Section 1301 to
the Holders of tbe Bonds and coupons being refunded1 and
{c) The Fiscal ·Agent shall furnish to the
Corporation at the time of delivery of the Series of the Refunding
Issue a certificate stating that it holds in trust the moneys or
Federal Securities required to effect such refunding and that such
lllOneys or Pederal Securities are then available in accordance with
the provisions of Section 1301 for payment to the Holders of the
Bonds and coupons entitled thereto.
(3) If tbe Corporation shall issue any Series of a
Refunding Issue to redeem as a whole or in part any Series then
Outstanding at the time prior to the date upon which the Bonds of
such Outstanding Series become redeemable, the applicable Redemption
Prices of such outstanding Bonds shall be deemed, for the purposes
of this Section, to include interest (additional to amounts
accuaulated in the Interest Account with respect thereto) to accrue
thereon to the date on which such Bonds are to be redeeaed.
214. MediWI of Payaent; Form and Date. The Bonds shall be
payable, with respect to Interest, principal or Redemption Price and
Sinking Pund Installments, in lawful aoney of th• United States of
America which at the time of payment is legal tender to the payment
of public and private debts.
The Bonds of each Series shall be issued in the fora
of coupon Bonds, registrable as to principal only, or in the form of
fully registered Bonds without coupons, or in both such foras.
coupon Bonds of each Series shall be dated as of the
date specified in the Series Resolution authorizing the issuance
thereof. Coupon Bon~s of each Series shall bear interest froa their
19
date, payable in accordance with, and upon surrendet of, the
appurtenant interest coupons as they severally mature. Registered
Bonds of each Series laaued prior to the first Interest Payment Date
thereof shall be dated as-of the date specified in the Series
Resolution authorizing the issuance thereof. Registered Bonds
issued on or subsequent to the first Interest Payment -Date thereof
shall be dated as of the date six months preceding the Interest
Payment Date next following the date of delivery thereof, unless
such date of delivery shall be an Interest Payment Date, in which
case they shall be dated as of su~h date of deliveryf provided,
however, that if, ae_shown by the records of the Fiscal Agent, -
interest on the Bonds of any Series shall be in default, the
registered Bonds of such Series issued in lieu of Bonds surrendered
for transfer or exchange shall be dated as of the date to which
interest has been paid in full on the Bonds surrendered. Re9istered
Bonds of each Series shall bear interest from their date.
All Bonds of each Series shall mature on February 1
of _each year in which a aaturity is fixed by a Series Resolution.
Interest on all Bonds of each Series, except the first installaent
of interest due on the Bonds of a Series, shall be payable
seaiannually on February 1 and August 1 of each year as fixed by a
Series Resolution. All Sinking Fund Installments shall be due on
Pebruary l of each year1 provided, however, that the Corporation may
also provide in a Series Resolution that Sinking Fund Installments
be aade on any Interest Payment Date. The first ins~allllent of
interest due on the Bonds of a Series may be for such period as the
Corporation sball fix by Series Resolution provided the due date
shall be February 1 or August l.
215. Legends. The Bonds of each Series aay contain or
have endorsed t6ereon such provisions, specifications and
descriptive words not inconsistent with the provisions of this
Resolution as may be necessary or desirable to comply with custom,
or otherwise, as aay be deterained by the Corporation prior to the
delivery thereof.
216. Execution. The Bonds shall be ezecuted in the name
of the Corporation by the manual or facsiaile signature of its
President and its corporate seal (or a facsimile thereof) shall be
thereunto affixed, imprinted, engraved or otherwise reproduced, and
attested by the manual signature of the Secretary. In case any one
or more of the officers who shall have si9ned or sealed any of the
Bonds shall cease to be such officer before the Bonds so signed and
sealed shall have been actually delivered, such Bonds aay,
nevertheless, be delivered as herein provided, and may be issued as
if the persons who signed or sealed such Bonds had not ceased to
hold such offices. Any Bond of a Series m.:::.y be signed and sealed on
behalf of the Corporation by such persons as to the actual tiae of
the execution of such Bond shall be duly authorized or -hold the
20
proper office in the-corporation, although at the date of the Bonda ot such Series such persons may not have been so authorized or have
held aucb office.
The coupons to be attached to-the coupon Bonds of
each Series shall be signed by the facsimile signature of its
Treasurer or in such other manner as may be required by law and-the
Corporation aay adopt and use for that purpose the facsimile
slgnatu~e of any person or porao~s who shall have been Treasurer of
the Corporation at any time on or after the date of the Bonds of
such Series, notwithstanding that he aay not have been such
Treasurer at the date of any such Bond or may have ceased to be such
Treasurer at the time when any such Bond shall be actually delivered.
217. Interchangeability of Bonds. coupon Bonds, upon
surrender thereof at the principal office of the Fiscal Agent with
all unaatured coupons attached, may, at th1t option of the Bolder
thereof, be exchanged fer an equal aggregate principal amount of
registered Bonds of the same Series and maturity of any of the
authorized denomi~~ttons.
Registered Bonds, upon surrender.thereof at the
Principal Office of the Fis9al Agent with a written instrument of
transfer satisfactory to the Piscal Agent, duly executed by the
registered owner or his attorney duly authorized in writing may, at
the option of the registered owner thereof, be exchanged for an
equal aggregate principal amount of coupon Bonda of the same series
and maturity with appropriate coupons attached, or of registered
Bonda of the saae Series and maturity of any other authorized
denoainations.
218. · Negotiability, Transfer and RS!iatry. All the Bonds
iaaued under this Resolution shall, as provlf!'.d In the Law, be
negotiable, subject to the provisions for registration and transfer
contained in this Resolution and in the BOnda. so long aa any of
the Bonde •hall remain Outstanding, tbe Corporatlon shall maintain
and keep, at the Principal Office of the Piacal Agent, books for the
registration and transfer of Bond•1 and, upon presentation thereof
for auch purpose at said office, the Corporation shall register or
cauae to be registered therein, and permit to be transferred
thereon, under such rea•onabl• regulations as it or the Piscal Agent
aay prescribe, any Bond entitled to registration or transfer. So.
long aa any of the Bonda reaain outstanding, the Corporation shall
.. ke al~ nece•aary proviaions to permit the exchange of BOnda.at the
Principal Office of the Pi•cal Agent. · -
219. 'l'rat&•fer and ••ti•tratlon of CouHn Bonda., All coupon Bonds eha11 pa1a by dei very, unieaa reg~tered aa to
principal other than to bearer in the manner provid~ in this
Section 219. Any coupon Bond uy be regi•tered aa to principal on
21
the books of the Corporation at the Principal Office of the Fiscal
Agent, upon presentation thereof at said off ice and the payment of a
charge auf f icient to reimburse the Corporation or the Fiscal Agent
for any tax, fee or other governmental charge, other than one
imposed by the CorP<>ration, required to be paid with respect to such
registration, and such registration shall be notll!d on such Bond.
After said registration no transfer thereof shall be valid unless
made on said books by the registered owner in person or by his
attorney duly authorized in writing, and similarly noted on such
Bondi but such Bond may be discharged from registration by being in
like manner transferred to bearer, after which it shall again become
transferable by delivery. Thereafter such Bond may again, from time
to tiae, be registered or discharged from registration in the same
aanner. Registration of any coupon Bond as to principal, however,
shall not affect the ne9otiability by delivery of the coupons
appertaining to such Bond, but every such coupon shall continue to
pass by delivery and shall remain payable to bearer.
As to any coupon Bond registered as to principal
other than to bearer the person in whose name the same shall be
registered upon the books of the corporation may be deemed and
regarded as the absolute owner thereof, whether such Bond shall be
overdue or not, for all purposes, except for the purpose of
receiving payment of coupons~ and payment of, or on account of, the
principal, Sinki~g Pund Installments or Redemption Price, if any, of
such Bond shall be aade only to, or upon the order of, such
registered owner thereof, but such registration aay be changed as
above provided. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of
the swa or suas so paid. The Corporation, the Piscal Agent and any
Paying Agent may treat the bearer of any coupon as the absolute
owner thereof, whether such coupon shall be overdue or not, for the
purpose of receiving payment thereof and for all other purposes
whatsoever, and aay treat the bearer of any coupon Bond which shall
not at the tiae be registered as to principal other than to bearer,
or the person in whose name any coupon Bond for the time being shall
be registered upon the books of the corporation, as the absolute
owner of such Bond, whether such Bond .shall be overdue or not, for
the purpose of receiving payment of the principal, Sinking Fund.
Install.Jlents or Redeaption Price thereof and for all other purposes
whatsoever except for the purpose of receiving payment of coupons,
and neither the Corporation, nor the Fiscal Agent ~or any Paying
Agent shall be affected by any notice to the contrary. '?he
Corporation agrees to i1'ldeanify and save the Fiscal Agent and each
Paying Agent harmless froa and against any and all loss, cost,
charge, expense, judgment or liability incurred by the Fiscal Agent
and each Paying Agent, acting in good faith and without negligence
hereunder, in so treating such bearer or re~istered owner.
22 -
220. Transfer of Registered Bonds. Each registered Bond
shall be transferable only upon t~e bOOks of the Corporation, which
shall be kept for the purpose at the Principal Office of the Piscal
Agent, by the registered owner thereof in person or by his attorney
duly authorized in writing, upon surrender the~eof together with a
written instrument of transfer satisfactory to the Piacal Agent duly
ezecuted by the registered owner or his duly authorized attorney.
Upon the transfer of any such registered Bond, the Corporation shall
issue in the name of the transferee a new registered Bond or Bonds
or, at the· option of the transferee, coupon Bonds, with approFriate
coupons attached, of the same aggregate principal amount and Series
. and maturity as the surrendered Bonds.
The Corporation and the Fiscal Agent may deem and
treat the person in whose naae any Outstanding registered Bond shall
be registered upon the books of the Corporation as the absolute
owner of such Bond, whether such Bond sha11· be overdue or not, for
the purpose of receiving payment of, or on account of, the
principal, Sinking Fund Install.Jlents or Redemption Price, if any, of
and interest on such Bond and for all other purposes, and all such
payments so aade to any such registered owner or upon his order
shall be valid and effectual to satisfy and discharge the liability
upon such Bond to tbe extent of the sua or sUllS so paid, and neither
the Corporation nor the Fiscal Agent shall be affected by any notice
to the contrary. The corporation agrees to indemnify and save the
Piscal Agent baraless from and against any and all loss, cost,
charge, expense, judgment or liability incurred by it, acting in
good faith and without negligence hereunder, in so treating such
registered owner.
221. Regulation with Respect to Exchanges and Transfers.
In all cases in which the privilege of exchanging Bonds or
transferring registered Bonds is exercised, the Corporation shall
execute and the Fiscal Agent shall deliver Bonds in accordance with
the provisions of this Resolution. All rec'jistered Bonds surrendered
in any such excbaft9es or transfers shall forthwith be cancelled by
the Fiscal Agent. All coupon Bonds and the· coupons appertaining to
such Bonds surrendered in any such exchanges or transfers shall be
retained in the possession of the Fiscal Agent for the purpose of
reissuance upon subsequent exchanges and tbe Fiscal Agent, prior to
reissuance of any such coupon Bonds; shall detach therefr<:* and
cancel all aatured coupons. !'Or every such exchange or transfer of
Bonda, whether teaporary or definitive, the Corporation or the
Fiscal Agent may aake a charge sufficient to reimburse it for any
tax, fee or other governmental charge, other than one imposed by the
City, required to be paid with respect to such exchange or transfer,
which sua or auas shall be paid by the person requesting such
exchan9e or transfer as a condition precedent to tbe exercise of the
privil99e of making sucb exchange or transfer. Notvitbstandin9 any
other provision of this Resolution, the coat of preparing each new
23
coupon Bond or registered Bond upon the first exchange or transfer,
and any other expenses of the corporatlon or the Fiscal Agent
incurred in connection therewith (except any applicable tax, fee or
other governmental charge, other than one imposed by the r,ity),
shall be paid by the Corporation. The Corporation shall not be
obliged to make any such exchange or transfer of Bonds of any Series
during the ten (10) days next preceding an Interest Payment Date on
the Bonds of such Series, or, in the case of any proposed redemption
of Bonds of such Series, next preceding the date of the first
publication. of notice of such r•!demption.
222. Bonds Mutilated, Destroye~, Stolen or ~· In case
any Bond shall bec011e mutilated or be destroyed, stolen or lost, the
corporation shall execute and deliver a new Bond .(with appropriate
coupons attached in the case of coupon Bonds) of like Series,
maturity and principal amount as the Bond and attached coupons, if
any, so mutilated, destroyed, stolen or lost, in exchange and
substitution for such mutilated Bond, upon surrender and
cancellation of such mutilated Bond and attached coupons, if any, or
in lieu of and substitution for the Bond and coupons, if any,
destroyed, stolen or lost, upon filing with the Corporation evidence
satisfactory to the Corporation that such Bond and attached coupons,
if any, have been destroyed, stolen or lost and proof of ownership
thereof, and upon furnishing the Corporation with indemnity
satisfactory to it and complying with such other ~easonable
regulations as the Corporation aay presc~ibe and paying sue~
expenses as the corporation aay incur. All Bonds and coupons~so
surrendered to the Corporation shall be cancelled by it. The
Corporation shall advise the Piscal Agent and Paying Agents of tbe
issuance of substitute Bonds or coupons.
223. Pre3aration of Definitive Bondsi Te•porara Bonds.
The definitive Bon s of each Series shall be litbographe or printed
on steel engraved borders. Until the definitive Bonds of any Series
are pr~pared, the Corporation aay execute, in the same manner as is
provided in Section 216, and deliver, in lieu of definitive sonds.
but subject to the-same provisions; liaitations and conditions as
the definitive coupon Bonds, except as to the denominations thereof
and as to excbangeability for registered Bonds, one or more
temporary Bonda (which may be registrable as to principal and
interest), substantially of the tenor of the definitive coupon Bonds
~n lieu of which such temporary Bond or Bonds are issued, but with
or _without coupons, iii denominations of $1,000 or any multiples
thereof authorized by the Corporation, and with such omissions,
insertions and variations as may be appropriate to temporary Bonds.
The installments of interest payable on such temporary Bonds in
bearer fora shall be payable ·only upon the presentation and
surrender of the coupons therefor attached thereto or, if no coupons
for·such interest are attached, then only upon presentation of such
temporary Bonds for notation thereon of the payment of such
24
interest. The Corporation at its own expense shall prepare and
execute and, upon the surrender of such teaporary BOrids, with all
unaatured coupons, and all matured coupons for which no payment or
only partial payment has been provided, attached~ for exchange and
_the cancellation of such surrendered teaporary Bonds and coupons,
without charge to the Bolder thereof, deliver in exchange therefor,
at the Principal Office of the Fiscal Agent, definitive coupon
Bonda, with appropriate coupons attached, or, at the option of the
Bolder, definitive tegistered Bonds of the same aggregate principal
-aaount and Series and aeturity as the temporary Bonds surrendered.
Ontil so exchanged, the temporary Bonds shall in all respects be
entitled to the same benefits and security as definitive Bonds
issued pursuant to this Resolution.
All temporary Bonds surrendered in exchange for a
definitive Bond or Bonds shall be forthwith cancelled by the Fiscal
Agent.
ARTICLE III
REDEMPTION OP BONDS
301. Privileqe of Redeaption and Redemption Price. Bonds
_subject to redemption prior to maturity pursuant to the provisions
of a Series Resolution shall be redeemable, upon published notice as
provided in this Article III, at such times, at such Redemption
Prices and upon such terms as may be specified in the Series
Resolution authorizing such Series.
302. Purchase or Redemption at the Election or Direction
of the Corporation. In the case of any purchase or redemption of
Bonds other than as provided in Section 303, the Corporation shall
given written notice to the Fiscal Agent of its election or
direction so to purchase or redeem, of the redeaption date, of the
Series, of the principal amounts of the Bonds of each maturity of
such Series to be purchased or redeemed (which Series, maturities
an~ principal amounts thereof to be purchased or redeemed shall be
deter•ined by the Corporation in its sole discretion, subject to any
liaitations with respect thereto contained in this Resolution and
any Series Resolution) and of the moneys to be applied to the
payaent of the purchase price _or Redemption Price. If any of the
Bonds to be purchased or redeemed as described above are term Bonds,
the years in which Sinkin9 Pund Installaents are to be reduced and
the aa<>unt by which the Sinking Pund Installaents so determined are
to be reduced shall be included in such notice to the Fiscal Agent.
The aggreqate of the reductions in Sinking Fund Installments shall
be equal to the aggregate principal amount of the term BOnds so
redeeaed. The purchase or redemption of Bonds_at the election or
direction of the Corporation, however, shall not be permitted
25
pursuant hereto if the Corporation is in default in aaking the
deposits required to be made to the funds and accounts established
by this Resolution. Such notice shall be 9iven at least forty (40)
days prior to the redemption date or such shorter period as shall be
acceptable to the Fiscal Agent. In the event notice of redemption
shall have been gi~en as in section 305 provided, the Corporation
_shall, prior to the redemption date, pay to the Fiscal Agent and the
appropriate Paying Agent or Paying Agents an amount in cash which,
in addition to other moneys, if any, available therefor held by the
Fiscal Agent and such Paying Agent or Paying Agents, will be
sufficient to redeem, on the redemption date at the Redemption Price
thereof, all of the Bonds to be redeemed and to pay the accrued
interest on such Bonds to the redemption date. The corporation
shall promptly notify the Fiscal A9ent in writing of all such
payaents made by the Cor~rat~on to a Paying Agent.
303. Redemption Other than at Corporation's Rlection or
Direction. Wheneve~by the terms of this Resolution or a Series iesolutlon the Fiscal Agent is required to redeem Bonds other than
at the election or direction of the Corporation, the Fiscal Agent -
shall select the Bonds to be redeemed, give-the notice of t"edeaption
and pay the Redemption Price thereof and the accrued interest
thereon to the redemption date to itself and the appropriate Paying
Agents in accordance with the teras of this Article III and, to the
extent applicable, the provisions of Section 508.
304. Selection of Bonds to be Redeemed by Lot. In the
event of redeaptlon of less than all of the outstanding Bonds of
like Series and maturity, the Fiscal Agent shall assign to each such
Outstanding registered Bond of the Series and maturity to be
redeeaed a distinctive number for each $1,000 of the principal
aaount of such Bond and shall select, by lot, using such method of
selection as it shall deem proper in its discretion, from the
nuabers of all such coupon Bonds of the denomination of $1,000 then
outstanding and the numbers assigned to such registered Bonds as
aany nUllbers as, at $1,000 for each number, shall equal the
principal aaount of such Bonds to be redeemed. tn making such
selections the ?iscal Agent ·may draw the Bonds by lot (a)
individually or (b) by one or more groups, the grouping for the
purpose of such drawing to be by serial numbers {or, in the case of
Bonds of denomination of more than $1,000, by the numbers assigned
thereto as herein provided) which end in the same digit or in the
saae two digits. In case, upo-n any drawing by groups~ the total
principal aaount of Bonds drawn shall exceed the amount to be
redeeaed, the excess aay be deducted froa any group or groups so
drawn in such aanner as the Fiscal Agent aa·y deteraine. The Fiscal
Agent_may in its di~cretion assign nuabers to aliquot portions of
Bonda and select part of any Bond for redeaption. The Bonds to be
redeeaed ahall be the coupon Bonds of the denomination of $1,000
bearing the nUllbers so selected and the registered Bonds to which
26
were assigned numbers so selected, provided, however, that only so
much of the principal amount of each such registered Bond of a
denomination of more than $1,000 shall be redeemed as shall equal
$1,000 for each number ass1gned to it and so selected.
305. Notice of Redemption. When the Piscal Agent shall
receive notice from. the Corporation of its election or direction to
redeem Bonds pursuant to Section 302, and when redemption of Bonds
is required by this Resolution or a Series Resolution pursuant to
Section 303, the Fiscal Agent shall give notice, in the name of the
Corporation, of the redemption of such Bonds, which notice shall
specify the Series and maturities of the Bonds to be redeemed, the
redemption date and the place or places where amounts due upon such
redemption will be payable and, if less than all of the Bonds of any
like Series and maturity are to be redeemed, the letters and numbers
or other distinguishing marks of such Bonds so to be redeemed, and,
in the case of registered Bonds_ to be redeemed in part only~ such
notice shall also specify the respective portions of the principal
amount thereof to be redeemed. Such notice shall further state that
on such date there shall become due and payable upon each Bond to be
redeemed the Redemption Price thereof, or the Redemption Price of
the specified portions of the principal thereof in the case of
registered Bonds to be redeemed in part only, together with interest
accrued to the redemption date, and that from and after such date
interest thereon shall cease to accrue and be payable. Such notice
shall be given by publication once a week for at least two (2)
successive vee~s in an Authorized Newspaper circulated in New York,
New York, the first such publication to be not less than thirty (30)
days nor more than sixty (60) days prior to the redemption date.
The Fiscal Agent shall also mail a copy of such notice, postage
prepaid, not less than thirty (30) days before the redemption date,
to the registered owners of any Bonds or portions of Bonds which are
to be redeemed at their last addresses, if any, appearing upon the
registry books, but such mailing shall not be a condition precedent
to such redemption and failure so to mail any such notice shall not
affect the validity of the proceedings for the redemption of Bonds.
306. Payment of Redeemed Bonds. Notice having been given
by publication ln~e manner provided in Section 305, the Bonds or
p0rtions thereof so called for redemption shall become due and
payable on the redemption date so designated at the Redeaption
Price, plus interest accrued and unpaid to the redemption date, and
upon presentation and surrender thereof at the off ices specified in
such notice, together with, in the case of Bonds registered other
than to baarer presented by other than the registered owner, a
written instrument of transfer duly executed by.the registered owner
or bis duly authorized attorney, and, in the case of couPQn Bonds,
·all appurtenant coupons maturing subsequent to the redemption date,
such BQnds, or portion thereof, shall be paid at the Redeaption
Price plua interest accrued and unpaid to th~ redemption date not
27
represented by coupons for matured interest installments. All
interest inatallmerits represented by coupons which shall have
matured on or prior to the redemption date shall continue to be
payable to the bearers of such coupons. If there shall be drawn for
redemption less than all of a registered Bond, the corporation shall
execute and deliver upon the surrender of such Bond, without charge
to the owner thereof, for the unredeemed balance of the principal
amount of the registered Bond so surrendered, at the option of the
owner thereof, either coupon Bonds or registered Bonds of like
Series and maturity in any of the authorized denominations. If, on
the redemption date, moneys for the redemption of all the Bonds or
portions thereof of any like Series and maturity to .be redeemed,
together with interest to the redemption date, shall be held by the
Fiscal Agent and Paying Agents so as to be available therefor on
said date and if notice of redemption shall have been published as
aforesaid, then, from and after the redemption date,-interest on the
Bonds or portions thereof of such Series and maturity so called for
redemption shall cease to accrue and become payable, and the coupons
for interest appertaining thereto maturing subsequent to the
redemption date shall be void. If said moneys shall not be so
available on the redemption date, such Bonds or portions thereof
shall continue to bear interest until paid at the same rate as they
would have borne had they not been called for redemption.
ARTICLE IV
APPLICATION OF BOND PROCEEDS
401. Application of Bond Proceeds. Of the proceeds of
sale of Bonds of each Series, including accrued interest, the
following amounts shall, on the date of delivery of such Bonds by
the Corporation, or on such later date as may be determined by ·the
applicable Series Resolution, be paid as follows: ·
(1) To the Piscal Agent to be held in the Reserve
Fund, such aJ10unt, if any, nec~ssary to increase the amount in the
Reserve Fund to the Reserve Requirement:
(2) To the Fiscal Agent. to be held in the Interest
Account in the Debt Service Fund, the amount, if any, of interest
accrued froa the date of such Bonds to the date of delivery of such
Bonds, t()gether with such other amounts as may be specified by or
pursuant to the applicable Series Resolution to be deposited thereini
(3) To the Treasurer, to be held in the applicable
Capitalized Interest Account in the Bond Proceeds Pund the amount,
if any, specified by or pursuant to the applicable Series Resolution
to be deposited therein1
28
(4) To the Treasurer, to be held in the applicable
Coat of Issuance Account and Note Repayment Account within the Bond
Proceeds Fund, such amounts, if any, as shall be specified by or
pursuant to the applicable Series Resolution to be deposited
therein; and
(5) To the Treasurer, to be held in the applicable
Construction Account within the Bond Proceeds Fund, or, in the event
of the issuance of refunding Bonds issued pursuant to Section 213,
to the Piscal Agent to be held in the Prior Redemption Account in
-the Debt Service PUnd as determined by the applicable Series
Resolution, the b_alance of such proceeds remaining after the
foregoing payments.
402. Establishment of Bond Proceeds Fund.
(A) The Corporation hereby establishes and creates
the Bond Proceeds Pund which shall be a special Fund held by the
Treasurer. Within the Bond Proceeds.PUnd the Corporation hereby
establishes the following Accounts in the manner hereinafter
provided:
(1) Cost of Issuance Accounts.
(2) Capitalized Interest ACcounts.
(3) Note Repayaent Accounts.
(4) Construction Accounts.
(B) Amounts in the Bond Proceeds Fund shall be
·applied in the manner set forth in this Resolution.
403. Application of cost of Issuance Accounts and
Capitalized Interest Account.
(A) Bach Series Resolution authorizing the issuance
of a Series of Bonds may, but is not required to, provide for a
separate Account to be held by the Treasurer designated • ••••••
_. • • • • Cost of Issuance Account• (inserting therein the Series
designation of such Bonds) • Moneys in each 'uch Cost of Issuance
Account shall be expended for costs of Issuance of such Series of
Bonds and for no other purpose. Any amounts in a Cost of Issuance
AccOunt reaaining therein upon payment of-all Costs of Issuance for
each Series of Bonds shall be paid to and deposited in the Revenue Fund whereupon such Account shall be closed. Interest and other -
income derived from the investment or deposit of each such Cost of
Issuance Account during the Construction Period shall be transferred
by the Treasurer upon receipt thereof to the Construction Account;
following the conclusion of the Construction Period,-all such in~oae
29
shall be transferred by the Treasurer upon receipt thereof to the
. Revenue Fund.
CB) Each Series Resolution authorizing the issuance
of a Series of Bonds may, but is not required to, provide for a
separate Account to be held by the Treasurer designated • ••••••
• • ; ••• Capitalized Interest Account• (inserting therein the
Series designation of such Bonds). Moneys in each such Capitalized
.. Interest Acr.ount shall be paid to the Fiscal Agerit for deposit in
the Interest Account in the Debt Service Fund not eaclier than five
days preceding any Interest Payment Date in an amount which when
added to amounts then contained therein will be equal to the
Interest Requirement on such Interest Payment Date for the Series of
Bonds for which such Account was established. Ae of the last
Interest Payment Date for which such Account was established by the
applicable Series Resolution, any excess therein shall be
transferred by the Treasurer to and deposited in the applicable
Construction hccount whereupon such Capitalized Interest Account
shall be closed. Interest and other income derived froa the
investment or deposit of each such Capitalized Interest Account
during the Construction Period shall be transfetred by tbs Treasurer
upon receipt thereof to tbe Construction Account1 following the
conclusion of the Construction Period, all such income shall be
transferred by the Treasurer upon receipt thereof to the Revenue
Pund.
404. A!§lication of Rote Re¥jyment Accounts. Upon the
issuance, sale a~ delivery of any Se~es of Bonds providing for the
repayment of Rot~s, the Series Resolution authorizing such Series of
Bonds shall establish a separate account designated • ••••••••
• • • • Note Repayment Account• (inserting therein t~e Series
designation of aucb Bonds). Moneys in each such Note Repayment
Account shall be applied to the payaent of the principal and
Redeaption Price, if any, and interest on Notes by payment by the
Treasurer to the Fiscal Agent or Paying Agent of the Rotes of the
amount of such principal and Redemption Price, if any, and
interest •. In the event there are excess moneys in any ?tote
Repayment Account upon ~yment of the Notes provided to be paid in
the applicable Series Resolution, the Treasurer shall transfer such
ezce~s to tbe applicable Construction Account in the Bond Proceeds -
Fund or pay such excess to the Piscal Agent for deposit in.the
Principal Account in the Debt Service Fund. Interest and other
incoae derived froa the investment or deposit of the Rote Repayment
Account during the Construction Period shall be transferred by the
Treasurer upon receipt th~reof to the applicable construction .
Accounts following the conclusion of the Construction Period, all
such incc.e aball be transferred by the Treasurer upon receipt.
thereof to the Revenue Pund.
30
..
405. Application of Construction Account.
(A) Each Series Resolution authorizing the issuance
of a Series of Bonds shall, unless such Bonds are issued as
refunding Bonds pursuant to Section 213, establish a separate
Account to be held by the Treasurer designated • •••••••••••
Construction Account• (inserting therein the Series designation of
such Bonds). Except as otherwise provided in this Resolution for
transfers to other funds and accounts, moneys in the Construction
Account shall be used solely for the payment of (i) the cost of .
acquiring any lands and easements for the Project or Improvements
for which contracts have been or shall be made, or any interlocutory
decree in eminent doaain had and taken, and (ii) the costs of
constructing the Project or Improvements under constracts for
construction work on Certificates of the Corporation as to the work
completed substantially in accordance with the approved plans and
specification& therefor and as said Certificates are approved.
(B) The interest earned and other income derived
f rOll the investaent or deposit of the Construction Account shall
accrue to said Account.
(C) In the event that there shall be amounts
reaaining in any Construction Account at the end of the construction
Period, the Treasurer shall pay such excess to the Piscal Agent for
deposit in the Principal Account .in the Debt Service Fund.
ARTICLE V
REVENOBS
501. Pledge of Revenues, Revenue Fund. The Corporation
hereby transfers, assigns and sets over to the Piscal Agent all of
the Revenues and all of the Revenues are hereby irrevocably pledged
to the punctual payment of the Sinking Pund Installaents and
Redemption Price of and interest on the Bonds, and the Reve~ues
shall not be used for any other purpose while any of the Bonds
reaain Outstanding, except that out of Revenues there may be
apportioned and paid such suas, for such purposesf as are expressly
peraitted by Section 504. Said pledge shall constitute a first,
direct and exclusive charge and lien on the Revenues for the payment
of the BOnds in accordance with the teras thereof.
502. Bstablishaent of Punds and Accounts.
(A) The Corporation hereby establishes and creates
the following Funds and Accounts which shall be speci~l Funds or
Accounts held by the Fiscal Agent:
31
1) Revenue rund.
2) Debt Service Fund.
a) Principal Account.
b) Interest Account.
c) Sinking Fund Account.
d) Prior Redemption Account.
3) Reserve Fund
(B) The Corporation hereby establishes and creates
the Operating Pund which shall be a special fund held by the
_ Treasurer.
503. Revenues to Fiscal A!ent. All Revenues shall be paid
directly to the Fiscal Agent, and a 1 of the Revenues collected or
received by the Corporation shall be deemed to be held and to have
been collected or received by the Corporation as the agent of the
Fiscal Agent, and if received by the Corporation at any tiae shall
be deposited by _the Corporation with the Fiscal Agent within one
business day after the receipt thereof, and all such Revenues shall
be forthwith deposited by the Piscal Agent upon the receipt thereof
in the Revenue Fund. The Revenue Pund •hall be aaintained by the
Fiscal Agent, separate and apart froa all other funds, so long as
any of the Bonds remain Outstanding-. All 110neys at any time
deposited in the Revenue Pund shall be held by the Fiscal Agent in
trust for the benefit of the Holders from time to time of the Bonds
and the coupons appertaining thereto and ahall be dispersed,
allocated and applied solely for tbe uses and purposes hereinafter
in this Article v set forth, subject, h0ti1ever, to the provisions of
Section 5076
504. Allocation of Revenues to SJ?!cial Punds. Upon
receipt thereof, the Fiscal Agent shall deposit in the Revenue FUnd
all Revenues. The Fiscal Agent shall thereupon deposit in one or
more of the PUnds or Accounts set forth in this Section 504, each of
which the Piscal Agent shall establish, maintain, and hold in trust,
and the moneys in each of which shall be disbursed and applied only
as authorized in this Resolution. Such Revenues shall be so
deposited in th~ following order of priority, the requireaenta of
each such Pund or Account at the time of deposit to be aatiafied
before any transfer is made to any Fund subsequent in priority:
-(a) Interest Account. The Fiscal Agent, on or
before each January 26 and July 26 (ca1111encin9 on July 26, 1979),
shall deposit in the Interest Account in the Debt Service Pund (the
initial payment ~nto which is provided for in Section 205) an aaount which, together with any balance then on deposit in said Account,
will be sufficient to pay the Interest Requireaent• becOlllng due and
payable on the next succeeding Interest P•YJlent Date.
32
(b) Princi~l Account. The Fiscr.i.1. Agent, on or before each January 26 tc~enc1h9 on Januar.y i6, 1980), sha_ll
deposit in the Principal Account in the Debt Service Ftind an amnunt
which, t09ether with any balnnce thP.n on neposi.t in said Account, -
will be sufficient to pay th(? Principal 'J:nsta1lment becoming due and
payable on the Outstanaing Bonds on the n~xt succeedjn9 Principal
Installment Date.
(c). Reserv~ Fund. The Fiscal Agent, £or.thwith upon
receipt thereof from the city, shall deposit ln the Reserve Fund the
amounts paid by the City pursuant to Section 6(a) of th~ Lease which
would otherwise have been payment of Principa1· Installments and
interest until the amount ;n the ResP.rve Fund equals the Reserve
Requirement. ·
(d) Operating Fund. After maklng the deposjts
r.equired by subsections (a), (b) and Cc) above, if at any time the
Corporation shall operate the Golf Course Facility, the Fiscal Agent
shall pay to the Treasurer for deposit in the Operating Fund all
amounts budgeted fot the payment of all Operati.nq Expenses nuring
the then current Fiscal Year, as set forth in an Off;cer's
Certificate to be filed with the Fiscal Agent after preparation ann
approval of the annu~l budget of the Corporation. Moneys in the
Operating Fund shall be used and withdrawn by the Treasurer for. the
foregoing purposes, subject, however, to the provisions-of Sectlon
507.
505. Revenue Fund -Surplus. All moneys remaining in the
Revenue Fund over and abOve the amounts tr.ansferred or. disbu~sed
under Section 504 her.eof, shall be maintained i.n the Revenue .Fund
and used for any of the following purposes, exclusively:
(a) To pay the cost Of unusual or extraordinary
Operating Exp~nses;
(b) To pay the Redemption Price of Bonds called
prior to maturity under Articl~ III:
(c) To pay interest on any debt incurred for
Improvements of the Golf Course F.1ci l i ty:
(d) To cpay the principal of any such debt:
Ce) TO pay th~ principal of and interest on
Bonds:
the
(f) To pay the purchase price of Bonds purchased
the open market at prices offered1
(9) To pay tt:.e capital expenditures necessary to
impr~ve the Golf Course Facility:
33
in
'
(h) To be credited on the next succeeding Base Rent
payment of the City under the Lease.
No moneys shall be otherwise paid or transferred
therefrom unless all of the requirements of this Resolution then
required to be performed have been fully accomplished.
The Fiscal Agent shall apply surplus moneys in the
Revenue Fund for any of the above purposes upon the Request of. the
Corporation. Surplus moneys in the Revenue Fund shall be used and.
withdrawn by the Fiscal A9ent solely for the foregoing purposes,
subject, however, to the provisions of Section 507.
Any moneys in the Revenue Fund after payment of the
last remaining installments of principal and interest on the Bonds,
whether transferred from the Reserve Fund pursuant to Section 512 or
otherwise, shall be paid to the City.
506. Assignment of Revenues to Fiscal Agent. The
Corporation hereby transfers, assigns and sets over to the Fiscal
Agent all Of the Revenues. The Fiscal Agent shall be entitled to
collect and receive all of the Revenues, and all of the Revenues
collected or received by the Corporation shall be deemed to be held,
and to have been collected or received, by the Corporation as the
agent of the Fiscal Agent and shall forthwith be paid by the
Corporation to the Fiscal Agent.
507. Reimbursement of Rent. Ali moneys in any of the
Punds and Accounts established pursuant to Section 502 may be used
at any time for reimbursement to the City for any rent theretofore
paid by the City under the Lease for a period of time during which
the payment of rent under the Lease is abated pursuant to Section 23
thereof and for which no other moneys (including proceeds of the
rental income insurance required by Section 813) are available.
. 508. A§Rlication of Interest and Principal Accounts in the
Debt Service Pun •
(A) The Piscal Agent shall withdraw from the
Interest Account in the Debt Service Fund, prior to each Interest
Payment Date of the Bonds, an amount equal to the unpaid interest
due on the Bonds on or before such Interest Payment Date, and shall
cause the same to be applied to the payment of said interest when
due· and is hereby authorized to transmit the same to Paying Agents
who shall apply the same to such payment.
(B) If the withdr4wals required under the provisions
of Paragraph (A) of this Section with respect to the same and every
prior date shall sooner have been made, the Fiscal Agent shall
withdraw from the Principal Account in the Debt Service Pund, prior
34
-to each Principal Installment Date an amount equal to the principal.
aaount of the Outstanding Bonds, if any, maturing on or before said'
Principal Installment Date and shall cause the same to be applied to
the pa}'11ent of the principal of said Bonds when due and is hereby
authorized to transmit the same to Paying Agents who shall apply the
same to such payment.
(C)-All ~ithdrawals and transfers from the Debt
Service Pund under the provisions of Paragraph \A) or Paragraph {B)
of this Section shall be made not earlier than five days prior to
the Interest Payment Date or Principal Installment Date to which
they relate, and the amount so withdrawn or transferred shall, for
the purposes of this Resolution, be deemed to remain in and be part
of the-Debt Service Fund until such Interest Payment Date or
Principal Installment Date.
(D) Any amount at any time held in the Principal
Account in the Debt Service Fund in excess of the Principal
Requirement shall be retained in such Account or, upon receipt of an
Officer's Certificate authorizing the same, shall be transferred by
the Piscal Agent to the Construction Account or to the Prior
Redemption Account in the Debt Service Pund as determined by such
Officer's Certificate. In the event that there shall have been
transferred to the Principal Account in the Debt-Service Fund any
amount froa the Reserve Pund or the Operating Fund such amount shall
be repaid to the Reserve Fund or the Operating Fund from such excess
of the Principal Requirement upon receipt by the Fiscal Agent of an
Officer's Certificate authorizing the same.
(E) The interest earned or other income derived from
the investment or deposit of moneys in the Interest and Principal
Accounts in the Debt Service Pund shall be transferred by the Fiscal
Agent upon receipt thereof to the Revenue Fund.
(F) No amount shall be withdrawn or transferred from
or paid out of the Interest Account or the Principal Account in the
Debt Service Fund except as in this Article V or Article VI
expressly provided.
509. Application of Sinking Fund Accounts in the Debt
Service Fund.
(A) The Fiscal Agent shall establish and maintain in
the Debt Service Fund a separate Account for the particular
Outstanding Bonds of _each Series which are designated as Term Bonds
and for which Sinking Fund Installments are established in
accordance with any Series Resolution designated • •••••••• ~ •
Sinking Fund Account• (inserting therein the Series designation of
such Bonds). The Fiscal Agent as of the fifth day prior to a
Principal Installment Date on which a Sinking PUnd Installment is
35
due and payable pursuant to a Series Resolution, and within five
days thereafter, shall transfer from the Principal Account in the
Debt Service Fund to the applicable Sin~in9 Fund Account the amount
of such Sinking Fund Installment then available.
(B) The Fiscal Agent shall apply-moneys in any
Sinking Fund Account established in the Debt Service Fund as
provided in Paragraph {A) of this Section to the purchase or the
redemption of the Term Bonds for which such Sinking Fund Account is
maintained in the manner provided in this Section and to the payment
of the principal thereof at maturity, provided that no such Bonds
shall be so purchased during the period of thirty days next
preceding the date of a Sinking Fund Installment established for
such Bonds. The purchase price paid by the Fiscal Agent (excluding
accrued interest but including any brokerage and other charges) for
any Bond purchased pursuant to this Section shall not exceed the
Redemption Price of such Bond applicable upon its redemption by
operation of the Sinking Fund Account through application of the
moneys available for ,such purchase on the next date of a Sinking
Fund Installment established ·for such Bonds. Subject to the
limitations hereinbefore set forth or referred to in this Section,
the Piscal Agent shall purchase Bonds at such times, for such
prices, in such amounts and in such manner (whether after
advertiseaent for tenders or otherwise) as the Piscal Agent in its
discretion aay determine and as may be possible with the aaount of
moneys available therefor in tbe applicable Sinking Pund Account.
If at any date there shall be moneys in ·any such Sinking Fund _
Account and there shall be Outstanding none of the Bonds for which
such account was established, such Sinking Fund Account shall be
closed and the moneys therein shall be withdrawn therefrom by the
Piscal Agent and be paid in ac~rdance with.Paragraph (D) of Section
508.
(C) As soon as practicable after the thirtieth and
before the twenty-fifth day prior ·to the date of each Sinking Fund
Installment, the Fiscal Agent shall call for redemption on the said
date of said Sinking PUnd Installment and by application of said
Sinking Fund Installment such principal amount of the Bonds entitled
to said Sinking Fund Installment less such amounts of Bonds
purchased pursuant to Paragraph (8) of this Section, and on the
redemption date the Fiscal Agent shall apply the moneys in such
Sinking Fund Account to the payment of the Redemption Price of the
Bonds so called for redemption.
(D) The interest earned or other income derived from
the investment or deposit of DlOneys in the Sinking Pund Aecounts in
the Debt Service Pund shall be transferred by the Fiscal A9ent upon
receipt thereof to the Revenue Fund.
36
(E) No a.mount shall be withdrawn or transferred from
or paid out of the Sinking Pund Accounts in the Debt Service Fund
except as in this Article V or Article VI expressly provided.
510. Applicstion of Prior Redemption Aacounts in the Debt
Service Pund.
(A) All moneys transferred to the Prior Redemption
Account in the Debt Service Fund shall be applied to the purchase or
the redemption of Bonds as provided in this Section. The Redemption
Price of Bonds subject to redeaption by operation of the Prior
Redemption Account in the Debt Service Fund shall be the price set
forth in the applicable Series Resolution. The Fiscal Agent shall
transfer to the Prior Redemption Account in the Debt Service Fund
from the Revenue Fund the amount stated in an Officer's Certificate
to pay the premium or other amounts in respect of Bonds to be
purchased or redeemed pursuant to this Paragraph at the time of such
purchase or not more than thirty days prior to such redemption.
(B) Upon receipt of the Officer's certificate
referred to in Paragraph (C), the Fiscal Agent shall apply moneys in
the Prior Redemption Accounts to the purchase of such Bonds
designated at the most advantageous price obtainable with due
diligence, such price (excluding accrued interest but including any
brokerage and other charges) not to exceed the Redemption Price of
such Bonds applicable on the next ensuing redemption date for such
Bonds. Bonds not so purchased may be redeemed at a Redeaption Price
determined by the applicable series Resolution at the time and in
the manner provided in Article III. Bonds shall not be-purchased
pursuan~ to this Paragraph during the period next preceding thirty
days prior to a redemption date from moneys to be applied to the
redemption of Bonds on sue~ date.
(C) Any Bonds to be purchased or redeemed by the
Fiscal Agent fram moneys in the Prior Redemption Accounts shall be
purchased or redeemed by the Fiscal Agent only upon receipt by the
Fiscal Agent of an Officer's Certificate determining or certifying
the following:
l) The Series of Bonds to be purchased or
tedeemed1
2) The maturities within such Series from
vbicb Bonda are to be purchased or redeemed1
3) .. The principal amount of Bonds within such
maturities to be purcha~ed or redeemed1 and
4) If any of the Bonds to be purchased or
redeemed as designated in clauses 1) through 3) hereinabove are Tera
Bonds, the years in which Sin~ing Fund Installments are to be
37
•
reduced and the amount by which the Sinking Fund Installments so
determined are to be reduced, pr~vlded that the aggregate of such
reductions in Sinking Fund Installments shali equal the aggregate
principal amount of Tera Bonds to be purchased or redeemed.
(D) Any Bonds purchased ot redeemed by the Piscal
Agent in accordance with the provisions of this Resolution shall be
cancelled by the Fiscal Agent.
(E) The interest earned or other income derived from
the investaent or deposit of moneys in the Prior Redemption Account
in the Debt Service Fund shall be-transferred by the Piscal Agent
upon receipt thereof to the Revenue Fund.
(P) ~o amount shall be withdrawn or transferred from
or paid out of the Prior Redemption Account in the Debt Service PUnd
except as in this Article v or Article VI expressly provided.
511. Deficiencies in Debt Service Fund.
(A) In· the event that the amount in the Principal
Account in the Debt Service PUnd, when added to amounts which the
Fiscal Agent estiaates will be deposited in the Principal Account in
the Debt Service Fund prior tq the next succeeding Principal
tnstallaent Drate, will be insufficient to pay the Principal
Inatallaent due on the Bonds on the next succeeding Principal
Installaent Date, the Fiscal Agent shall, not later than forty-five
days prior to such Principal Installment Date, notify the
Corporation in writing the amount of such estiaated deficiency. Not
later than thirty days prior to any Principal Installment Date with
-respect to which the Corporation has received such notice, the
Corporation shall deliver to the Piscal Agent an Officer's
Certificate deteraining:
. 1) the &11aunt, if any, to be transferred to the
Principal Account from one or aore Construction Accounts and
identifying such amounts1
2) the amount, if any, which the Corporation
will pay to the Piscal Agent for deposit in the Principal Account in
the Debt Service Pund not later than five days prior to the next
succeeding Principal Installment Date froa the Operating PUnd, from
the proceeds of the Bonds, or from any other lawful source other
than Funds and Accounts established by this Resolution. ·
The Piscal Agent is hereby authorized to aake the
transfers and deposits as provided in such Officer's Certificate
prior to the following authorized transfers. In the event that
there remains a deficiency in the Principal Account in the Debt
Service Pund to pay the next succeeding Principal Installaent of
38
..
Bonda five days prior to the next succeeding Principal Installment
Date, the Piscal Agent shall withdraw fron the following Funds and
Accounts the amount of such deficiency and transfer the same to the
Principal Account in-the Debt Service Fund, but as to each Fund or
Account only after the Ptinds or Accounts previously mentioned shall
have been used to the maximum amount therein:
Service Pund, and
l} the Prior Redemption Account in the Debt
2) the Reserve Fund.
After withdrawing moneys from the Reserve Fund, the Fiscal Agent
shall transfer moneys from any other Pund or Account pledged to the
payment of Principal Installments of the Bonds, other than moneys in
the Interest Account in the Debt Service Pund required for the
payment of interest on the Bonds on the next succeeding Interest
Payment Date, to the Principal Account in the Debt Service Fund in
the amount of such deficiency. The Corporation covenants that it
will pay to the Fiscal Agent for deposit in the Principal Account in
the Debt Service .Fund the amount of any remaining deficiency from
the Operating Pund o.t any of the Corporation's other revenues, -
moneys or assets, legally available therefor, subject only to any
agreeaents heretofore and hereinafter aade with the holders of any
notes or bonds other than the Bonds pledging any portion thereof.
(B) Not later than forty-five days prior to any
Interest Installment Date the Fiscal Agent shall notify the ·
Corporation in writing if the aaount in the Interest Account in the
Debt Service Fund, when added to any aaounts which the Fiscal Agent
estimates will be transferred to the Interest Account from the
Revenue Fund prior to the next succeeding Interest Payment Date,
will be insuff icieht to pay the interest due on the Bonds on the
next succeeding Interest Payment Date and shall state the amount of
such estimated deficiency. Rot later than thirty days prior to any
Interest Payment Date with respect to which the Corpora~ion has
received such notice, the Corporation shall deliver to the Piscal
Agent an Officer's Certificate determining:
1) the amount, if any, which the Corporation
will pay to the Fiscal Agent for deposit in the Interest Account in
the Debt Service Fund not later than five day$ prior-to the next
succeeding Interest Payment Date from the Operating Pund or from any
other lawful source other than Funds or Accounts established by this
Resolution1 or
2) that the Corporation elects not to make up
such def iclency from the above-mentioned sources.
The Piscal Agent is hereby authorized to deposit s~ch
amounts paid by the corporation, if any, into the Interest Account
39
•
in the Debt Service Fund prior to the following authorized
transfers. In the event that there r.emains a deficiency in the
Interest Account in the Debt Service Fund due on the Bonds on the
next sueceedinq Interest Payment Date five days prior to the next
succeeding Interest Payment Date, the Fisca1 Agent.shall withdraw
from the Reserve Fund and deposit in the Interest Account in the
Debt Service Fund the amount Qf such defic5ency. tn the event that
ther~ remains a deficiency in the Interest Account in the Debt
Service Fund after withdraw~ng moneys from the Reserve Fund, the
Fiscal Agent shall transfer moneys from any othe·r Fund or Account
pledged to the payment of interest on the Bonds, including the
Principal Account or any Sinking Funn Account in the Debt Ser.vice
Fund if no other moneys are available, to the Interest Account in
the Debt Service Fund in the amount of such deficiency. The
Corporation covenants that it will pay to the Fiecal Agent for
deposit in the Interest Account in the Debt Service Fund the amount
of any remaining deficiency from the Operating Fund or any of the
Corporation's other revenues, moneys or assets, subject only to any
agreements heretofore or hereinafter made with the holders of any
notes or bonds other than the Bonds pledging any portion therefor.
512. Application of Reserve Fund.
{A) If at any time there shall not be a sufficient
amount in the Debt Service Fund to make payment of Principal
Installments of or interest on the Bonds, the Fiscal Agent shall
withdraw from the Reserve Fund and pay into the Debt Service Fund
the amount of the deficiency then remaining. The Fiscal Agent shall
notify the Corporation in writing prior to any such withdrawal trom
the Reserve Fund. Any amounts so withdrawn for such purposes shall
be repaid, by transfers from the Revenue Fund, as payments are _
received from the City or funds otherwise become available therefor
until the full amount of such withdrawal has been paid.
(B) Moneys in the Reserve Fund may also be used and
withdrawn for the purpose of paying the costs of repair or
replacement of structural elements and mechanical equipment of the
Golf Course Facility to the extent that the cost thereof is within
the deductible amounts of the insurance required by Section 10 of
the Lease~ provided, (i) that any amount~ available for such purpose
in the City's self-insu~ance program shall first be applied to such
costs before applying any moneys in the Reserve Fund, (ii) that the
amount remaining in the Reserve Fund after any such withdrawal shall
not be less than the Reserve Require~ent less $50,000, and (iii)
that any amounts so withdrawn and used shall be repaid to the
Reserve Fund from interest or other income earned on the balance
reaaining in the Reserve Fund. The Fiscal Agent shall release
moneys from the Res~rve Fund for the purposes set forth in this
paragraph CB) upon ?eceipt of a Request from the Corporation setting
forth the purposes for which said moneys are required and certifying
compliance with the requirements of this paragraph.
40
CC) If on any Interest Payment Oate_all withdrawals
or payments from the Reserve Pund required by any other provision of
this Resolution with respect to ~he same and every prior date shall
have sooner been made, the Fiscal Agent within five days thereafter
shall withdraw from the Reserve Fund the amount of any excess
therein over the Reserve Requirement, and pay the same to the
Corporation to be ~pplied by the Corporation to the reduction of the
next installment of re~t payable by the City under Sec. 6 of the Lease.
(D) In the event that the amount in the Funds and
Accounts created by this Resolution and pledged to the payment of
Bonds is sufficient to pay the Redemption Price of ~nd interest on
all Bonds Outstanding, the Fiscal Agent, upon receipt of an
Officer's Certificate authorizing the same, shall withdraw from such
PUnds and Accounts an amount equal to such Redemption Price of and
interest on all Bonds Outstanding and deposit the same in the Prior
Redemption Account in the Debt Service Fund.
(E) No amount shall be withdrawn from or paid out of
the Reserve PUnd except as in this Section or in this Article V or
Article VI expressly provided.
513.· Qperatin¥ Fund. Except as otherwise provided in this
Section, all amounts pa d to the Corporation for deposit in the
Oper_atin9 Fund shall be avaOilable for payment of Ope~ating ·
Expenses. If at any time tbere shall not be a sufficient amount in
the Debt Service Fund to provide for any withdrawal therefroa
required under the provisions of Sections 508 to 511, inclusive, or
the aaount in the Reserve Fund is less than the Reserve Requirement,
the Corporation shall pay to the extent available from the Operating
Pund the amounts necessary to provide for the withdrawals required
under the provisions of Sections 508 to 511, inclusive, or to aake
the amount in the Fund equal to the Reserve Requirement. Prom the
amounts, if any, remaining in the Operating Fund on February 1 of
any year the Corporation shall transfer to the Fiscal Agent such sum
as aay be required to restore the amounts, if any, withdrawn during
the preceding twelve DlOnths pursuant to Section 511 or 512 for
deposit in the Debt Service PUnd, or the Reserve Fund. Any bala~ce
remaining tbereaf ter in the Operating Pund on Pebruary 1 of any year
shall be paid to the Fiscal Agent for deposit in the Prior
Redemption Account in the Bond Service Pund.
ARTICLE VI
SECURITY FOR DEPOSITS AND IRVES'l'MBNT OP PUNDS
601. Security for Deposits. All moneys held hereunder by
any Fiduciary shall be continuously and fully secured for the
benefit of the Corporation and the Holders of the Bonds by Permitted
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Investments or other securities eligible by law to be held as
security for public deposits of a market value at least equal to the
aaount required by law but in no event leas than the amount of the
deposit ao held by the Piduciariea, provided, however, that it shall
not be necessary for the Fiscal Agent or any Paying Agent to give
security for the deposit of any moneys with them held in trust for
the payment of the principal of Redemption Price of or interest on
Bonds, or for the Fiduciaries to give security for any moneys which
shall be represented by obligations purchased under the provisions _
of this Resolution as an investment of such moneys. All aoneys held
in the Operating Pund, by the Corporation or a Depository shall be
secured in such manner, if any, as shall be required by the
Corporation.
602. Investment of Moneys Held by a Fiduciary.
_ (1) Upon the establishment of the Bond Proceeds
Fund, the corporation shall furnish the Treasurer wtth a schedule of
dates on which it is estimated by the Corporation that the moneys in
said will be required. Upon receipt of such schedule, the Treasuret
shall invest and reinvest the aoneys in said fund in Permitted
Investments, eo that the maturity date or dates of redemption at the
option of the holder of such Peraitted Investments shall coincide as
nearly as practicable with the tiaes at which moneys are needed by
the Corporation. The Permitted Investments purchased shall b4! held
by the Treasurer and shall be deemed at all times to be a part of
the Bond Proceeds Fund, and the Treasurer_ shall at all times keep
the Corporation advised as to the details of all investments held by
it for the credit of :the Bond Proceeds Fund.
(2) Moneys in the Operating Fund shall be invested
in Peraitted Investments the maturity or redemption date at the
option of the holder of which shall coincide as nearly as
practicable with the time at which moneys in said Fund will be
required for the purposes in the Resolution provided. In the
investing of such moneys, the Treasurer shall take into
consideration the dates and times when moneys in such Fund will be
required for the purposes of this Resolution.
(3) Moneys in the Debt Service Fund shall be
invested by the Fiduciary upon direction of the Corporation in
writing si9ned by an Authorized Officer in Permitted Investments,
the aaturity date or date of redemption at the option of the holder
of which shall coincide as nearly as practicable with the times at
which moneys in said Fund will be required for the purposes in the
Resolution provided.
(4) Moneys in the Reserve Fund shall be invested
upon direction of the Corporation in writing signed by an Authorized
Officer by the Fiduciary in Permitted Investaents_the maturity of
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which shall not be mare than ten (10) years from the date of any
investment.
(5) In lieu of the investments of moneys in
Permitted Investments, as authorized herein, a Fiduciary shall, upon
direction of the Corporation in writing, signed by an Authorized
Officer, deposit moneys from any Fund or Account in interest-bearing
time deposits, or shall make other similar banking arrangements with
itself or the City or any bank or trust company er national banking
association; provided, that each interest-bearins time deposit or·
other similar bankin9 arrangement shall permit the moneys so placed
to be available for use at the time provided with respect to the
investment or rei~vestaent of such moneys1 and provided further,
that all 110neys in each such interest-bearing time deposit or other
siailar banking arrangeaent shall be continuously and fully secured
by aecuritie• defined by law as eligible to serve as security for
public deposits of a market value at least equal to the amount
required by law but in no event less than the amount of the deposit
or ot the other similar banking arrangement.
(6) In computing the amount in any Fund or Account
held by the Piduciaries under the provisions of this Resolution,
obligations purchased aa. an investment of aoneys therein shall be
valued at par or if purchased at less than par, their •amortized
value•, in either event inclusive of accrued interest.
•Aaortlzed value• is used with respect to securities
purchased at a discount below par and shall mean the value as of any
given date obtained by dividing the total amount of the discount at
which such securities were purchased by the number of interest
payaents reaaining to maturity on such securities after such
purchase and by aultiplying the aaount so calculated by the nuaber
of interest payaent dates having passed since the date of such
purchase and then by adding the product thus obtained to the
purchase price.
(7) The income or interest earned by, or incre•ent
to, a Fund or Account due to tbe investaent thereof shall be
retained in such Pund or Account as part thereof except to the
extent that it is transferred or withdrawn, froa time to tiae, in
accordance with this Resolution. A Fiduciary shall sell at the best
price obtainable, or present for redemption, any obligation
purchased by it aa·an investment whenever it shall be necessary in
order to provide aoneys to meet any payment or transfer f roa the
Pund or Account for which such investment was made.
603. Liabilitt of Fiduciaries for Investments. No Piduciary shall be ilab e or responsible for the making of any
investaent authorized by the provisions of this Article, in the
manner provided in this Article, or for any loss resulting froa any
auch inveataent so aade, except for its own ne9l~9ence.
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..
ARTICLE VII
'l'BB FISCAL AGENT, DEPOSITORIES AND PAYING AGENTS
701. Fiscal Agent and Depositories: Appointment and Ac~e,tance of Duties. The Fiscal Agent shall be appointed by
reso utlon of the Corporation adopted prior to the issuance of any
of the Bonda.· The Fiscal Agent, immediately upon such appointaent,
shall signify its acceptance of the duties and obligations i11POsed
upon it by this Resolution by written instrument of acceptance
deposited with the Corporation and each other Piduciary. The
Corporation aay appoint one or aore Depositories for each Series of
Bonda by Resolution of the Corporation with respect to any Series of
Bonds. A Depository, t .. ediately upon such appointment, shall
signify its acceptance of the duties and obligations imposed upon it
by this Reaolution by written instrument of acceptance deposited
with the Corporation and the Piscal Agent.
702. Pazing Agents; A,pp0intaent and Acceptance of Duties.
The Corporation 11ay appoint one or more Paying Agents for the Bonda
of any Serie• in the Series-Resolution authorizing sµch Bonda, and
11ay at any ti11e or from time to time appoint one or more other
Paying Agents in the manner and subject to the conditions set forth
in Section 712 for the appointment of a successor Paying Agent,
Bitber the Piacal Agent or a Depository, or any of thea aay be
appointed to act as Paying Agents notwithstanding that they aay then
be acting in the capacity of the Fiscal Agent or as a Depository.
Bach Paying Agent shall signify its acceptance of the
duties and obligations iJlpOaed upon it by this Resolution by written
instruaent of acceptance deposited with the Corporation and the
Piacal Agent.
The Principal Off ices of the Paying Agents are hereby
designated as tbe respective agencies of the Corporation for the
payaent.of the interest and Sinking Fund Installaenta on and
principal or Redeaption Price of the Bonds, except that interest and
Sinking PUnd lnatallllents on all registered Bonds and the principal
and Redemption Price of all registered Bonds and of all coupon llOnds
registered as to principal shall be payable at the Principal Office
of the Piacal Agent.
· 703. Re•ROD•ibilitiea of Piacal Agent, De~aitories and Payi~n!J•nts. The reclEaie of fact herein and In • aonda conta ~ shill be tak•n as the atate•nts of the ~rporation and
neither tbe Placal Atent, any Depository nor any Paying At•nt aball
be deemed to .. k. any representations •• to the validity or auff iciency of thi• a.solution ~r of any Bonds or coupon• issued
thereunder or in reepect o! the security afforded by tbia
Resolution, and neither the Piacal A9ent, any Depository nor any
44
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Paying AcJent shall incur any responsibility or duty with respect to
the issuance of the Bonds for value or the application of the
proceeds thereof or the application of ·any aoneys paid to the
Corporation. Neither the ~iscal Agent, any Depository nor any
Paying Agent shall be under any obligation or duty to perfora any
act which would involve it in expense or liability or to institute
or defend any suit in respect hereof, or to advance any of its own
aoneys, unless properly in4eanified. Neither the Piscal Agent, any
Depository nor any Paying Agent shall be liable in connection with
the perfor .. nce of its duties hereunder except for its own
negligence or default. Neither the Fiscal A9ent, any Depository nor any Paying Agent shall be under any responsibility or duty with
respect to the application of any •oneys paid to any one of the
others.
704. Evidence on Which Fiduciaries Mat Act. The Piseal
Agent, any Depository and any Paying Agent shal 6e protected
inacting upon any notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other paper or docm1ent
believed by it to be genuine, and to have been signed or presented
by tbe proper party er parties. The Piacal Agent, any Depoaitory
and any Paying Agent may consult with counsel, who •Y or aay not be
counsel to the Corporation or the City, and the opinion or advice of
such counsel shall be full and coaplet• authorization and protection
in respe<-t of any action taken or suffered by it under this
Resolution in good faith and in accordance therewith.
Whenever the Piscal Agent, any Depository or any
Paying Agent shall ~·--it necessary or desirable that a aatter be
proved or established prior to taking or suffering any action under
this Resolution, such matter (unless other evidence in respect
thereof be therein specifically prescribed) aay ~ deeaed to be
conclusively proved and established by a Certificate of an
Authorized Officer, snd such Certificate shall be full warrant for
any action taken or suffered in good faith under the provisions of
this Resolution upon the faith thereof, but in its discretion the
gfecal Agent, any Depository or any Paying Agent .ay in lieu thereof
accept ot4er evidence of such fact or aatter or aay require such
further or additional evidence aa to it aay seea reasonable.
70s.,· CTnsation. The Corporation shall pay to the
Piacal Agent anac>eacb Dipoaitory and Paying Agent froa tiae to
ti•e reasonable coapeneation for all aervices rendered under this
Resolution, and al•o all reasonable expenses, charges, counsel fees
and other 4iabur .... nta, including thoae of its attorneys, agents
and 911Ploy .. a, incurred in and about the perfor11A11ce of their powers
and dutl•• under tbia aeaolution, and the riacal Ac)ent and •ach
Depoeltory and Paying Agent shall have a lien therefor on any and
all fund• at any tiae held by it under tbia Resolution. The
Corporation further agrees to indeanify and •ave the Plscal Agent
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and eacn Depoaitorr and Paying Agent haraless against any liabilities which t may incur in the exercise and perforaance of
ita powera and duties hereunder, and which are not due to its
netligence or default.
706. Peraitted Acta and Functions. The Piscal A9ent, any
Depository and any Paying Agent .. Y buy, own, hold and sell
(including acting as an underwr~ter in respect of ) any Bonds,
c:oupona or Rot•s of tbe Corporation. whether heretofore or hereafter
issued or createdr and may engage or be interested in any financial
or other transaction with the Corporation, with like effect· and with
tbe saae rights it would have if it were not such Fiscal Agent,
Depository or Paying Agent. The Piscal Agent, any Depository and
any Paying Agent aay act as depository for, and permit any of its
officers or directors to act as a member of, or in any other
capacity with respect to, any cOIAllittee foraed to protect the rights
of Bondholder• or to effect or aid in any reorganization growing out
of the enforceaent of the Bonds or this Resolution, whether or not
any such camllttee shall represent the Holders of a aajority in
principal UIOUftt Of the Bonda then OUtatanding.
707. Resignation of Piscal Alent. 'l'he Piscal Agent aay at
any tiJBe resign an~be discharged Of t e auties and obligations
created by this Resolution by giving not less than sisty (60) days'
written notice to the Corporation and publishing notice thereof,
specifying the date when $UCb resignation. shall take effect, once in
an Authorised Bewspaper, and such resignation shall take effect upon
the day specified in such notice unless previously a successor shall
have been appointed, as provided in Section 709, in which event such
resignation shall take effect i1111ediately on the appointment of s~cb
successor.
708. Removal of Fiscal Agent. The Fiscal Agent shall be
rellOVed by the corporation if at any tiae so requested by an
inatrmaent or concurrent inatr\lllents in writing, filed with the
Pisoal Agent and tbe corporation, and signed by the Solders of a
aajority in principal a110unt of the Bonds then Outstanding or their
attorneys-in-fact duly authorized, exluding any Bon~s held by or for
the account of the Corporation. The Corporation aay remove the
Piscal Agent at any time, except during the existence of an event of
default as defined in Section 1101 hereof, for such cause as shall·
be deter11ined in the sole discretion of the CQrporatlon by filing
with the Fiscal Agent an instrwment signed by an Authorised Officer.
709. ~intJlent of Successor Pis1-:al A!int. In case at
any time the Pi~ Agent shall resign or shall re110ved or shall
became incapable of acting, or shall be adjudged a bankrupt or
ln90lvent, or if a receiver, liquidator or conservator of the Fiscal
Ageat, or of its property or affairs, the Corpo~ation covenants and
agreea that it will thereupon appoint a successor Piscal Acjent. The
46
Corporation shall publish notice of any such appointment made by it
in an Authorized Newspaper, such publication to be made within
twenty (20) days after such appointment.
If in a proper case no appointment of a successor
Piscal Agent shall be made pursuant to the foregoing provisions of
this Section within forty-five (45) days after the Fiscal Agent _
shall have qiven to the Corporation written notice, as provided in
Section 707, or after a vacancy in the office of the Fiscal Agent
shall have occurred by reason of its inability to act, the Fiscal '
Agent or the Bolder of any Bond may apply to any court of competent
jurisdiction to appoint a successor Fiscal Agent. Said court may
thereupon, after such notice, if ariy, as such court may_deem proper
and p~escribe, appoint a successor Fiscal Agent. · ·
Any Fiscal Agent appointed under the provisions of
this Section 709 in succession to the Fiscal Agent shall be a bank
or trust company organized under the laws of the State or a national
banking association, doing business in the State and haveing capital
a~counts aggregating at least Ten Million Dollars ($10,000,000), if
there be such a bank or trust company or national banking association
willing and able to accept the off iee on reasonable and customary
terms and authorized by law to perform all the duties imposed upon it by this Resolution~ · ·
710. Transfer of Rights and Property to Successor Fiscal
ASent. Any successor Fiscal Aqent appointed under this Resolution
s all execute, acknowledge and deliver to its predecessor Fiscal
Agent, and also to the Corporation, an instrument accepting such
appointment, and thereupon such successor Fiscal Agent, without any
further act, deed or conveyance, shall become fully vested with all
moneys, estates, properties, rights, powers, duties and obligations
of such predecessor Fiscal Agent, with like effect as if originally
named as Fiscal Agent; but the Fiscal Agent ceasing to act shall
nevertheless, on the written request of the Corporation, or of the
successor Fiscal Agent, execute, acknowledge and deliver such -
instruments of conveyance and further assurance and do such other
. things as may reasonably be required for more fully and certainly
vesting and confirlii•l9 in such successor Piscal Agent all the right,
title and interest of the predecessor Piscal Agent in and to any
property held by it under thia Resolution, and sha.11 pay over,
as~ign and deliver to the successor Piscal Agent any money or other
property subject to the trusts and conditions herein set forth.
Should any deed, conveyance or instrument in writing frOJn the
Corporation be required by such successor Fiscal Agent for more
fully and certainly vestinq in and confirming to such successor
Fiscal Agent any such estates, rights, powers and duties, any and
all such deeds, conveyances and instruments in writing shall, on
request, .snd so far as may be authorized by law, be executed,
acknowledged and delivered by the Corporation. Any ~uch successor
Piacal Agent shall promptly,notify each Depository and Paying Agent
of its appointment as Fiscal Agent.
71.1. Merger, Conversion or Consolidation. Any company
into which the Fiscal Agent, any Depository or any Paying Agent may
be merged or converted or with which it may be consolidated or any
company resulting from any merger, conversion or consolidation to .
which it shall be a party or any company to which the Fiscal Agent,
any Depository or any Payinq Agent may sell or transfer all or
substantially all of its corporate trust business, shall be the
successor to such trµstee, Depository or Paying Agent without the
execution or filing of any paper or the performance of any further
act1 provided, with respect to the Fiscal Agent and any Depository,
that such Fiduciary shall be a bank or trust company organized under
the laws of the State or a national banking association and shall
have an office for the transaction of its business in the State, and
shall be authorized by law to perform all the duties imposed upon it
by this Resolution and any Series Resolution.
712. Resignation or Removal of Deeositories and Patin2
Agents and Appointment ol successors. Xiiy Depository or Pay ng
Agent may at any time resign and be discharged of the duties and
obligations created by this Resolution by giving at least sixty (60)
days• written notice to the Corporation and th.e Fiscal Agent. Any
Depository or Paying Agent may be reaoved at any time by an
instrument filed with such Depository or Paying Agent and the Fiscal
Agent and signed by an Authorized Officer. Any successor Paying
Agency shall be appointed by the Corporation and shall be a bank or
trust company organized under the laws of any state of the Unite~
State& or a national banking association, having capital accounts
aggregating at least Pive Million Dollars ($5,000,000), and willing
and able to accept the off ice of Paying Agent on reasonable and
customary terms and authorized by law to perform all the duties
imposed upon it by this Resolution. Any successor Depository shall
be appointed by the Corporation and shall be a bank or trust company
organized under the laws of the State or a national banking
association, having an office for the transaction of its business in
tbe State and having capital accounts a99re9atin9 at least Five
Million Dollars ($5,000,000), and willing and able to accept the
office of Depository on reasonable and customary terms and
authorized by law to perform all duties imposed upon it by this
-Resolution.
In the event of the resignation or removal of any
Depository or Paying Agent, such Depository or Paying Agent shall
pay over, assign and deliver any moneys held by it to its successor,
or if there be no succe$sor then appointed, to the Fiscal Agent until such successor be appointed.
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I I
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ARTICLE VIII
COVENANTS OF THB CORPORATION
The Corporation covenants and agrees with the Holders
of the Bonds as followa:
801. Payaent of Bonds. The Corporation shall duly and
punctually pay or cause to bi paid the principal or Redemption
Price, if any, of every Bond and the interest th~reon, at the dates
and places and in the manner provided in the Bond and in the coupons
thereto appertaining, according to the true intent and meaning
thereof and shall duly and punctually pay all Sinking Ptind
Installments, if any.
-802. Extension of Payment of Bonds and Cou20ns. The
Corporation shall not directly or indirectly extend or assent to the
extension of the maturity of any of the Bonds or the time of payment
of any of the coupons or claims for interest by the purchase or
funding of such Bonds, coupons or claims for interest or by any other
arranqeaent and in case the maturity of any of the Bonds or the tiae
for payaent of any such coupons or claims for interest shall be
extended, such Bonds, coupons or claims for interest shall not be
entitled in case of any default under this Resolution to the benefit
of this Resolution or to any payment out of any assets of the
Corporation or the Funds (except Funds held in trust for the payment
of particular Bonds, coupons or claims for interest pursuant to this
Resolution) held by the Treasurer, the Fiscal Agent, any Depository
or any Paying Agent, except subject to the prior payment of the
principal of all Bonds issued and Outstanding the maturity of which
has not been extended and of such portion of the accrued interest on
the Bonda as shall not be represented by such extended coupons or
claims for interests. Nothing herein shall be deemed to limit the
right of the Corporation to issue-Bonds of a Refunding Issue as
provided in Section 213 and such issuance shall not be deemed to
constitute an extension of aaturity of Bonds.
803. Construction of Pro ect and Ia rovements. The
Corporation wil or w cause e ProJect an Improvements to be
constructed in conforaity with the plans and specifications therefor
and filed witb the Corporation, and in confo~mity with the ~ase and
the Law and all requireaents of all governmental authorities having
jurisdication thereover, and it will cause such construction tc> be
coapleted with all expedition practicable, using for such purpose
the proceeds of sale of the Bonds and additional funds otherwlse
available which the Corporation has deterained will be available in
an allOUnt sufficient to provide th•refor.
804. Maintenance of Revenues. The Corporation will
proaptly collect aii rents and charges due for the occupancy or use
49
of the Golf course Facility as the same become due, and will
proaptly and vigorously enforce it• eights against any tenant or
other person who does not pay such rents or-charges as they become
due. The Corporation will at all times maintain •nd vlgoro~sly
enforce all of its rights under the Lease.
805. Coapliance with Resolut:i.on. The Corp<>ration will
faithfully observe and perlor• a11 the covenants, conditions and
requirements of this Resolution, and will not suffer or perait any
default to occur hereunder, nor do or permit to be done in, upon or
about the Project or the Golf Course Facility, or any part thereof,
anything that might in anywise weaken, diminish or impair the
security intended to be given pursuant to this Resolution.
806. Bstates. The Corporation, as lessee and leaseback
lessor in the Lease, is or will be on the date of the delivery of
the Bonda, the owner of a leasehold estate in the Golf Course
~acility-and tbe premises deactibed in Exhibit •A• attached thereto
and there will _be no interest or estate in said Facility or premises
which is superior or prior to said leasehold estate, other than
easements, rigbta of way, exceptions or condi~ions in deeds of
record which do not iapair or materially interfere with the use of
the Site for the purposes of the Project or the Golf course
Pacility, the corporation will have good right, full power and
lawful authority to lease the Site and lease back the Project and
tbe Golf Course Pacility to the City in the aanner and form provided
in the Lease, and the Lease will be duly and regularly executed.
Without the written consent of the Piscal Agent, the corporation
will not alter, aodify or cancel, or agree or consent to alter,
aodify or cancel, the Leasej but, with the written consent of the
Piscal Agent, the Corporation may consent to alterat_ions or
aodificatlons thereof. The Fiscal Agent shall give such written
consent only (i) if, in the opinion of the Fiscal Agent, such
alterations or modifications will not result in any impairment of
·the security hereby given or intended to be given for the payaent of
the Bonds, or (ii) if the Piacal Agent first obtains the written
~sent of the •olders of at least sixty percent (60t) in principal
amount of the Bonds then Outstanding to such alterations,or
modifications, exclusive of Bonds disqualified as provided in
Section 1005. Any such written consents shall be obtained in the
aanner provided in Section 1002, except that in lieu of a
Supplemental Resolution as provided in Section 1002, the Corporation
shall adopt a resolution expressing its consent to such alteration
or aodif ication.
The Corporation will not do or permit anything to be
done, or Ollit or refrain from doing anything, in any case where any such act done or peraitted to be done, or any such oaission of or
refraining from action, wou~j or aight be a ground for cancellation
or teraination of the ~ease by the lessee thereunder. 'l'he
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Corporation, immediately upon its receiving or giving any notice,
coaaunication or other document in any way relatin9 to or af fectin9
its leasehold estate in the Site, which may or can in any manner
affect such P.State of the Corporation, will deliver the same, or a
copy thereo~, to the Fiscal Agent.
-807. Payment of Taxes. The Corporation will pay or cause
to be paid all taxes, assessaents and other governmental charges, if
any, that may be levied, assessed or charged upon the Project, or
the Golf Course Facility, or upon the Revenues or any part thereof,
proaptly as and wh~n the same shall ·become due and payable1 and the
Corporation will, upon request of the Fiscal Agent, from time to
tiae keep the Piscal-Agent advised of such. payments, and deliver
such evidence thereof as the Piscal Agent may reasonably require.
The Corporation will not suffer the Golf course Facility, or any
part thereof, to be sold for any taxes, assessments or other charges
whatsoever, or to be forfeited therefor. ·
808. Observance of Laws and Regulations. The Corporation
will well and truly keep, observe and perform aiY valid and lawful
obligations or regulations now or hereafter imposed on it by
contract, or prescribed by any law of the United States, or of the
State, or by any officer, board or comaission having jurisdiction or
control, as a condition of the continued enjoyment of any and every
right, privilege or franchise now ~ed or hereafter acquired by the
Corporation, including its right to exist and carry on business as a
public body, ~orporate and politic, to the end that such rights,
privileges and franchises shall be maintained and pl:eserved, and
shall not becoae abandoned, forfeited or in any manner impaired.
809. Maintain and Preserve the Golf Course Facility. It
will, or will cause the city, as lessee-under the Lease, or
Corporation's agents or lessees in the case of a default, to
operate, aaintain and preserve the Golf Course Facility in good
repair and working order and to operate the Golf Course Facility in
an efficient and econOBcical aanner1 provided, however, tbat in the
case of a default the Corporation or its agents or lessees aay lease
or rent the Golf course Facility or any part thereof, or otherwise
provide for the operating of the Golf course Facility or any part
thereof. ·
810. Other Liens. The Corporation shall keep the Golf
Course Facility and all parts thereof free from judgments, from
mechanics• and aaterialJlen's liens (except those arising from the
construction of the Project or Improveaents) and free from all
liens, claiaa, deaands and encumbrances of whatsoever nature or
character, to the end that the security provided pursuant to this
Reaolutian may at all times be maintained and preserved, and the
Corporation shall keep the Golf course Pacility free from any claim
or liability which, in the judgaent of the Fiscal Agent (and its
51
determination thereof shall be final) , might embarrass or hamper the
Corporation in conducting its business or operating the Golf Course
Facility. The Fiscal Agent at its option (after first giving the
Corporation ten days• written notice to comply therewith and failure
of the Corporation to so comply within said ten-day period) may
defend against any and all actions or proceedings in which the
validity of this Resolution is or might be questioned, or may pay or
compromise any claim or demand asserted in any such actions or
proceedings: provided, however, that, in defending against such
act!ons or proceedings or in paying or compromising such claims or
demands, the Piscel Agent shall not in any event be deemed to have
waived or released the Corporation from liability for or on account
of any of its covenants and warranties contained herein, or from its
liability hereunder to defend the validity of this Resolution and
the pledge herein sade and to-perform such covenants and warranties.
811. Against Encumbrances or Sales. So long as any Bonds
are Outstand~ng, the corporation will not create or suffer to be
created any mortgage, pledge, lien or charge_ upon the Golf Course
Pacility or any part thereof or the Revenues, or upon any real or
personal property essential to the operation of the Golf_Course
Facility, other than the pledge, lien and charge provided for in
this Resolution, and will not issue any bonds or obligations payable
frOll Revenues or secured by a pledge, lien or charge upon Revenues,
other than the Bonds, and will not sell or otherwise dispose of any
property essential to the proper operation of tbe Golf Course
Pacility or to the maintenance of the Revenues.
812. COl!Pliance with Contracts.. The Corporation shall
coaply with the terms, covenants and provisions, express or i11Plied,
of all contracts for the use of the Golf Course Pacility, or any
part thereof, by the Corporation, and all other contracts and
agreements affecting or involving the Golf Course Facility or the
business of-the Corporation.
813. Insurance.
(a) The Corporation shall maintain or cause to be
maintained, at all times while any of the Bonds are Outstanding,
public liability insurance, property damage insurance, workaens'
cmmpensation insurance, fire and extended coverage insurance and
rental income insurance in the amQunts, foras and the coverage
required of the City pursuant to Sections 9, 10, 11 and 12 of the
Leaee.
(b) Any Net Proceeds of any such insurance against
accident to or destruction of any structure constituting any part of
the Golf Coura.e Facility collected by the Corp<:>ration in the event
of any -such accident or destruction shall be deposited by the
Corporation with the Piscal Agent in a special fund in trust and
aball be applied and disbursed by tbe Piscal Agent aa follows:
52
•
1) _If the Corporation decides that such ~et
Proceeds are to be utilized for the repair, reconstruction ~r
replacement of the d!lnlaged _or destroyed portion of the Golf Course
Facility, evidenced by a statement of the Corporation with the
Piscal Agent, then the Corporation shall cause such portion of the
Project to be repaired, reconstructed or replaced to at least the
same good order, repair and condition as it was in prior to the
damage or destruction, insofar as the same may be accomplished by _
the use of said Net Proceeds. The Fiscal Agent shall permit
withdrawals of said Net Proceeds from time to time upon receiving
the Request of the Corporation, stating that the Corporation has
ezpended moneys or incurred liabilities in an amount equal to the
aJ10unt therein requested to be paid over to it for the purpose of
such repair, reconstruction or replacement, and specifying the items
for which such moneya were expended, or such liabilities were
incurred, in such reasonable detail as the Fiscal Agent aay in its
discretion require. Any balance of said Net Proceeds not required
for such repair, reconstruction or replacement shall be treated by
the Fiscal Agent as Revenues and applied in the manner provided by
Sections 503 to SOS, inclusive.
2) After completion of construction of the
Project or the Improvements, if the Corporation decides that such
&et Proceeds are to.be utilized for the retemption of Bonds,
evidenced by a Statement of the corporation filed with the Piscal
Agent, then the Piscal Agent shall apply such Net Proceeds to the
redeaption of Bonds in the manner provided in Article III.
(c) Any Ret Proceeds of such rental income insurance
shall be used first to reiaburse the City for any rental theretofore
paid to the Corporation under the Lease which is subject to
abateaent as therein provided for the period of time during which
the City does not have the use and occupancy of the Golf course
Facility, and any balances remaining shall be applied as provided in
Section 504(a} and (b) (to the extent required to meet Principal
Installaents and interest on the Bonds) and in Section 504(c) (to
the extent required for the payment of Operating Expenses) •
(d) 1) The Corporation will also provide at its own
e~nse, upon the delivery of any Series of the Bonds; a title
insurance policy with endorsement so as to be payable to the Fiacal
Agent for the use and benefit of the Holders of the Bonds. Such
policy shall be ~n for• satisfactory to the Fiscal Agent and in the
total principal aJ10unt of Bonds to be Outstanding imaediately upon
delivery of said Series, and shall insure the Corporation's
leasehold title ln the real property described in the Lease.
2) All Het Proceeds received by the Fiscal
Agent under said policy shall be deposited with the Fiscal Agent in
a special fund in tr~st and ahall be applied and disbursed by the
Fiscal Agent as follows:
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•
(i) If the Fiscal Agent determines that
such title defect has not materially affected the operation
of the Golf Course Pacility or the ability of the
Corporation to.meet any of its obligations hereunder, the
Plscal Agent shall treat such Net Proceeds as Revenues and
shall apply such Net Proceeds as provided in Sections 503
to 505, inclusive.
(ii) If less than all of the Golf Course
Pacility shall have been affected by such title defect, and
if the Piscal Agent determines that such title defect has aaterially affected the operation of the Gol·f course
Pacility or the ability of the Corporation to meet any of
its obligations hereunder, the Fiscal Agent shall apply
such l(et Proceeds to the redemption of Bonds in the manner
provided in Article III or to the acquisition of real
property so as to cure such title defect.
(iii) (A) If all of the Golf co•.irse
Facility shall have been affected by such title defect and
if such Net Proceeds, together with any other aoneys then
available to the Piscal Agent for the purpose, are
sufficient to provide for the payment of the entire amount
of all Principal Installments then due or to become cue
upon the Bonds, together with the interest thereon, so as
to enable the Corporation to retire all of the BOnds then
Outstanding by redemption or by payment at aaturity, the
Fiscal Agent shall apply such Ket Proceeds to the payment
of such interest and to such retirement.
(B) If all of the Golf course Facility
shall have been affected by such title defect and if such
Net Proceeds, together with any other moneys then available
to the Piscal Agent for the purpose, are insufficient to
provide aoneys for the purposes specified in subparagraph
(2) (iii) (A) of this subsection (d), the Fiscal Agent shall
apply such Net Proceeds in accordance with the provisions
of Section 1102 so far as the saae aay be applicable.
(iv) After all of the Bonds have been
retired and the entire amount of Principal Installments due
or to become due upon the Bonds, together with the interest
thereon, bave been paid in full, the Piacal Agent shall pay-
the reaainder of such Net Proceeds to the City.
(e) The-corporation shall deliver to the Piscal
Agent in the 110ntb of July in each year a •ohedule, in such detail
as the Fiscal Agent in its discretion aay request, setting ~orth the
insurance policies then in force pursuant to this section, the names
of the insurers which have issued the policies, the aaounts thereof
•
and the property and risks covered thereby. If so requested in
writing by the Fiscal Agent, the Corporation shall also deliver to
the Fiscal Agent duplicate orlginals or certified copies of each
insurance policy described in such schedule, provided that delivery
to the Fiscal Agent of the insurance policies under the pr9visions
of this S~tion shall not confer responsibility upon the Fiscal
Agent as to the sufficiency of Coverage or amounts of said policies.
814. Prosecution and Defense of Suits. The Corporation
shall promptly, upon request of the Fiscal Agent or-any BOndholder,_
from time to time take such action as aay be necessary or proper t.o
remedy or cure any defect in or cloud upon the title to the Golf
Course-Facility, whether now existing or hereafter developing and _
shall prosecute all such suits, actions and other procee~ings as •ay
be appropriate for such purpose and shall indemnify and save the
Fiscal Agent and every Bondholder harmless froa all loss, cost,
damage and expense, including attorneys' fee~, which they o( any of
the• aay incur by,. reason of any such defect, cloud, suit, action or
proceeding.
The Corporation shall defend against every suit,
·action or proceeding at any time brought against the Fiscal Agent or
·any Bondholder upon any claim arising out of the receipt,
application or disburse•ent of any of the Revenues or involving the
rights of the Fiscal Agent or any Bondholder under this ResolutionJ
provided; that the Piseal Agent or any Bondholder at its or his
election may appear in and defend any such suit, action or
proceeding. 'l'he Corporation shall indeanify and bold haraless the
Piscal Agent and the Bondholders against any and all liability
clai•ed or asserted by any person, arisin9 out' of such receipt,
application or disburseaent, and shall indemnify and bold harmless
the Bondholders against any attorneys• fees or other expenses which
any of tbea aay incur in connection with any litigation to which any
of tbea 11ay becolle a party by reason of his ownership of Bonds.
Notwithstanding any contrary provision hereof, this covenant shall
reaaln in full force and effect, even though all indebtedness and
obligations issued hereunder uy have been fully paid and satisfied.
815. Recordation and Piling. The Corporation shall record
and file tbe Lease ana all such docwaents as aay be required by law
(together vitb whatever else may be necessary or be reasonably
required by the Piacal Agent), all in such manner, at such times and
in such places as aay be required by law in order fully to preserve,
protect aftd·perfect the security of the Bondholders.
816. City Budgets. The Corporation shall, to the extent
legally possible, prior to the beginning of each fiscal year of the
City, determine that the City bas aade adequate provisions in its
proposed annual budget tor tbe payaent of rentals due under the
Lease in the Placal Year covered by sucb budget. Such deteraination
55
shall be aade as soon as practicaule after the first publication of
any notice of public hearing upon the proposed budget of the City -
for the then ensuing Piacal Year and shall be made, in any event,
not later than the date fixed for any publ-ic hearing on the proposed
budget. The determination shall be that the amounts so budgeted are
fully adequate for the payment of all rentals due un~er the Lease in
the then ensuing Fiscal Year. If in the opinion of the Treasurer
the aaounts so budgeted are not adequate for the payment of rentals
due under the Lease, the CQrporation will take such action as may be
necessary and legally possible to cause such annual budget to be
aaended; corrected or au911ented so as to include therein the allOunts
required to be raised by the City in the then ensuing Piscal Year
for the payment of rentals due under the Lease and will notify the
Piacal Agent of the proceedings then taken or proposed to be taken
by the Corporation. The Corporation will keep the Fiscal Agent
advised of all proce~dings thereafter t:aken by the Corporation.
817. Bllinent DoJllain. If all or any part of the Golf
Course Pacflity sball be taken by eainent domain proceedings (or
sold to a governaent threatening to exercise the power of eminent
domain), the Net Proceeds therefrom shall be deposited with the
Piscal Agent in a special fund in trust and shall be applied and
disbursed by the Piscal Agent as follow~:
(a) 1) If tbe Fiscal Agent deteraines that such
eminent dollain proceedings have not materially affected the
operation of the Golf Course Pacility oc the ability of the
Corporation to aeet any of its obligations hereunder, and if the
Piscal Agent deteraines that such proceeds are not needed for repair
or rehabilitation of the Golf Course Pacility, the Piscal Agent
shall treat such Bet Proceeds as Revenues and shall apply such
proceeds as provided in Sections 503 to SOS, inclusive.
2) If the Piscal Agent determines that such
eminent domain proceedings have not materially affected the
operation of the Golf Course Pacility or the ability of the
Corporation_ to aeet any of its obli9ations hereunder, and if the
Piscal Agent deterainea that aucb Wet Proceeds are needed for repair
or rehabilitation of the Golf Course Facility, the Piscal Agent
shall pay to the Corporation, or to its order, frOll said Net
Proceeds such amounts as the Corporation aay expend for auch repair
or rehabilitation, UPC>I\ the filing with the Piscal Agent of such
Certificate of the Corporation or certificates of architects or
engineers and other doc·llllents as ·the Fiscal Agent aay at its tUscretion request.
3) In making any such deteraination (including .
_the deteraination mentioned in the following subsection (b)) the
Piacal Agent aay obtain, but shall not be required to obtain, at the
expense of the corporation, the report of an independent engineer or
other independent professional consultant. Any such deteraination
by the Piscal Agent aball be final.
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(b} If tes~ than a1l of the Gnlf r.ourse Facii;ty
shal~ have been taken ;n such eminent nomain proceedings, an~ if t~e
Fi scaJ. Agent dP.termi nes that such emj nent doma 5. n proceerH ngs have
materially 3ffected the operation of the Golf Cnurse Facillty or the
ability of the Cor.poratlon to meet any of its obli9ations hereunder:,
the Fiscal Agent shall apply such ~P.t Proceeds to the redemption of
Bonds in the manner provi~ed in Article lit.
(C) 1) Jf -.11 of the Gn1f ~nut~~ Facility shall
have heen taken in such em~n~nt domain proc~~ninq~ an~ if such Met
Proceeds, together: with anv other moneys th~~ ~v~ilable to th~
Fiscal Agent for the purpose, ace sufficient to provid~ for the·
payment of the entire amount of Pr.incipal In!Stallments then due or
to become due upon the Bonrls, together.' with the . i.nterest th"!reo"l, RO
as to enable the Corporation to retirP. all of thP. Bonds then
Outstanding by redempti.on or by payment '.lt m~turity, the Fiscai
Agent shall apply such Net Proceeds to the payment of such inter.eRt
and to such retirement.
2) If all of the Golf Cours~ Fac;litv shall
have been taken in such eminent domain procP.edinqs ana if such Net
Proceeds together with any other moneys then available to thP Fiscai
AgP.nt for the-purpose. ar.e insufficient to provioe moneys for th~
purposes specified in par:agraph (1) of this subsection (c), the
Fiscal Agent shall apply such Net Proceeds in accordance with th~
provisions of Section 1102 so fa~ as the same may be applicahle.
(d) AftP.r all of the Bonds have ~en reti.r.eo and the
entire amount of princ~pal rtue or to hecnme nue upon the Bonns,
together with the interest thereon, have been paid in full .• the
Fiscal Agent shall pay the remainder of such N~t proceeds to th~
City.
818. Validity of Bonds. The vaJidity of th~ author.i7~tion
Rnd iss1Jance of any of thP. Bonds shall not bP. dependent on o-:-
affected in any way by (a) any proceedings taken hy the Cot"porati.on
or the City for the acquisit\on, construction or completion of the
Project, Improvements, or any part thereof, or (h) any contracts
made by the Corporation or the Ci.ty in connectjora thetewith, or Cc)
the failure to complete the Project, the Imp~ovements, o~ any part
thereof. The recital contained in the Bonds that the snme are
regularly is~ued pursuant to the Law shall be conclusive ~v!dence of
their validity ana of compliance with the provisions of thP. Law ln
their issuance.
819. Waiver of Laws. The Corporation shall not at any
time insist upon or ptean 5n any ·m~nner what~oever, or claim or. take
the benefit or advantage of any stay or extP.nsion Jaw now or at any
time hereafter in force whlch mav affect the covenants and _agreem~nts cont~ined in thJs Res~lution or in any Series Res6lution
57
or Supplemental Resolution or in the Bonds, and all benefit or
advantage of any such law or laws is hereby expressly waived by the
Corporation.
820. Compliance with Conditions Precedent. Upon the date of issuance of any of the BOft(ls, aii conditions, acts and things
required by law or by the Resolution or applicable Series Resolution
to exist, to have happened or to have been performed precedent to or
in the issuance of such Bonds shall exist, have happened and have
been performed, and such Bonds shall be within every limit prescribed by law.
821. Power to Issue Bonds and Make Pled3es. The
Corporation is auiy authorizea pursuant to the Lawto create and
issue the Bonds and to adopt this Resolution and to pledge tbe
Revenues, Punds and Accounts and other moneys, securities~ funds and
property purported to be pledged by this Resolution in the aanner
and to the-extent provided in this Resolution. The Bonds and the
provisions of this Resolution are and will be the valid and legally
enforceable obligations of the Corporati~n in accordance with their
teras and tbe teras of this Resolution. The Corporation shall at
all times, to the estent peraitted by law, defend, preserve and
protect the pledge of the Revenues, Punds and Accounts and other
moneys, securities, Funds and property pledged under this Resolution
and all the rights of the Bondholders under this Resolution against
all claias and deaands of all persons wbOJ1soever.
822. Purtber Assurances. Whenever and so often as
requested so to (10 by the Plscai Agent, the Corporation will
prOllptly execute and deliver or cause to be executea and delivered
all such other and further instruaerits, documents or assurances, and
promptly do or cause to be done all such other and further things,
as aay be necessary or reasonably required in order to further and
aore fully vest in the Piscal Agent and the Bondholders all rights,
interest, powers, benefits, privileges and advantages conferred or
intended to be conferred upon them by this Resolution.
ARTICLE IX
SBRIBS RBsoLOTIONS AND SUPPLBMBHTAL RESOLUTIONS
901. Adottion and Filin,. The Corporation aay adopt at
any ti•e or from t aa~to t!me ser es Resolutions or Supplemental
Resolutions for any one or aore of the follawing purposes, and any
such Series Resolution or Supplemental Resolution shall become
effective in accordance with its tersas upon the filing with the
Piscal Agent of a copy thereof certified by an Authorized Officer:
58
(1) ·To provide for the issuance of a Series of Boftda
and to prescribe the teraa and conditions pursuant to which aucb
Bonds aay be iaaued, paid or redeeaeds
(2) To add additional covenants and agreeaenta of
the Corporation for the purpose of further securing the payaent of
the Bonds, provided such additional covenants and agreements are not
contrary to or inconsistent with the covenants and agreeaents of the
Corporation contained in this Resolutioni
(3) To prescribe further liaitations and
restrictions upon the issuance of Bonda and the incurring of
indebtedness by the Corporation which are not contrary to or
inconsistent with the liaitations and restrictions thereon
theretofore in ef fect1 ·
(4) To surrender any right, power or privilege
reserved to or conferred upon the Corporation by the terae of this
• Resolutioni
(5) To confir• as further assurance any pledge under
and the subjection to any lien, clai• or pledge created or to be
created by the provisions of this Resolution of the Revenues, Punda
and Accounts or of any other aoneys, securities or funds1
(6) To modify any of the provisions of this
Resolution or any previously adc:>pted Series Resolution in any other
respects, provided that such JIOdifications shall not be effective
until after all Bonds of any Series of Bonds outstanding as of the
date of adoption of such Series Resolution or Supplemental
Resolution shall case to be ~tstanding, and all Bonds issued under
sucb resolutions shall contain a specific reference to the
aodif ications contained in such subsequent resolutions; or
(7) With the consent of tbe Fiscal Agent, to cure
any ambiguity or defect or inconsistent provision in this Resolution
or to insert such provisions clarifying aatters or questions ari•in9
under this Resolution as are necessary or desirable in tbe e"Vent any
such aodifications -are not contrary to or inconsistent with tbi•
Resolution as theretofore in effect.
902. Saepleaental Resolutions Effective witb Consent of
Bondboldera. '1'tie provisions of this &eaoiution aay 68 iOdirlia at
any tlae or frca tiae to tlae by a Supplemental ~esolution; subject
.to tbe consent of Bondholders in accordance vith and subject to the
provisions of Article X hereof, such Suppl~ntal_Reaolution to
becolle effective upon the filing with the Placai A9ent of a copy '.\thereof certified by an Authorized Officer. -
59
903. General Provisions Relating to Series Resolutions and
!!:!J>Plemental Resolutions. This Resolution shall not 6"e mOdified or-amended in any respect except in accordance with and subject to the
provisions of this Article IX and Article x. Nothing contained in·
this Article IX or Article X shall affect or limit the right or
obligations of the Corporation to adopt, make, do, execute or
deliver any resolution, act or other instrument pursuant to the
provisions of Section 822 or the right or obligation of the
Corporation to execute and deliver to the Fiscal Agent, any
Depository or Paying Agent any instrument elsewhere in this
Resolution provided or permitted to be delivered to the Fiscal
Agent, any Depository or any Paying Agent.
A copy of every Series Resolution and Supplemental
Resolution adopted by the Corporation when filed with the Fiscal
Agent shall be accompanied by a counsel's Opinion stating that such
Series Resolution or Supplemental Resolution has been duly and
lawfully adopted in accordance with the provisions of this
Resolution, is authorized or permitted by this Resolution and is
valid and binding upon the Corporation and enforceable in accordance
with its terms.
The Fiscal Agent is hereby authorized to accept
delivery of a certified copy of any-series Resolution or
Supplemental Resolution permitted or authorized pursuant to the
pl=ovisions of this Resolution and to aake all further agreeaents and
stipulations which may be contained therein~ and, in taking such
action, the Fiscal Ag~nt shall be fully protected in relying on
Counsel's Opinion that such Series Resolution or Stiplemental
Resolution is authorized or peraitted by the provisions of this
Resolution.
_ No Series Resolution or Supplemental Resolution
changing, amending or modifying any of the rights or obligations of
the Fiscal Agent, any Depository or any Paying Agent may be adopted
by the Corporation without the written.consent of the Fiscal Agent
or the Depository or Paying Agent affected thereby.
ARTICLE X
AMENDMEN'l'S OF RESOLUTIONS
1001. Powers of Amendaent. Any modification or amendment
of this Resolution and of the rights and obligations of the
Corporation and of the Bolder~ of the Bonds and coupons thereunder
in any particular, .aay be made by a Supplemental Resolution, with
the written consent given as hereinafter provided in $ectiQn 1002,
(a) of the Holders of at least two-thirds in principal amount of the
Bonds outstan~ing at the time such consent is given, and (b) in case
60
..
less than all of the several Series of Bonds then Outstanding are
affected by the modification or amendment_of tha Holders of at least
two-thirds in principal amount of the Bonds of each Series so
affected and Outstanding at the time such consent is given,
provided, however, that if sue~ modification or amendment will, by
its terms, not take effect so long as any Bonds of any specified-
like-Series and maturity remain Outstanding, the consent of the
Holders of such ·sonds shall not be required and such Bonds shall not
be deemed to be Outstanding for the purpose of any calculation of
Outstanding Bonds under this Section. No such modification or
amendment shall permit a change in the terms of redemption or
maturity of the principal of any Outstanding Bond or of any
"installment of interest thereon or a reduction in the principal
amount or the Redemption_ Price thereof or in the rate of interest
thereon without the consent of the Bolder of such Bond, or shall
reduce the percentages or otherwise affect the classes of Bonds the
consent of the Holders of which is required to effect any such
modification or amendment. For the purposes of this Section, a
Series-shall be deemed to be affected by a modification or amendment
of this Resolution if the same adversely affects or diminishes the
rights of the Holders of the Bonds of such Series. The Fiscal Agent
may in its discretion det~raine whether or not in accordance with
the foregoing provisions Bonds of any particular Series or ~aturity
would be affected by any modification or a11endllent of this
Resolution and any such deteraination shall be ~inding and
conclusive on the Corporation and all Holders of Bonds. The Fiscal
Agent may receive an opinion of counsel, including Counsel's
apinion, as conclusive evidence as to whether Bonds of any
particular Series or maturity would be so affected by any such
modification or a.aendment of this Resolution.
1002. Consent of Bondholders. The Corporation may at any
time adopt a Supplemental Resolution making a modification or
aaendaent peraitted by the provisions of Section 1001 to take effect
when and as provided in this section. A copy of such Supplemental
Resolution (or brief sumaary thereof or reference thereto in form
approved by the Plscal Agent) together with a request to Bondholders
for their consent thereto in form satisfactory to the Piscal Agent,
shall be aailed by the Corporation to Bondholders and shall be
published at least once a week for two (2) successive weeks (but
failure to mail such copy and request shall not affect the validity
of the Suppleaental Resolution when consented to as in this Section
provided). such Suppleaental Resolution shall not be effective
unless and until (a) there shall have been filed with the Fiscal
Agent (i) the written consent of Holders of the percentages of
Outstanding Bonds specified in Section 1001 and (ii) a counsel's
Opinion stating that such Supple11ental Resolution has been duly and lawfully adopted and filed by the Corporation in accordance with the
provisions of this Resolution, is authorized or peraitted by this
Resolution, and is valid and binding upon the Corporation and
61
•
enforceable in accordance with its terms, and (b) a notice shall
have been published as hereinafter in this Section 1002 provided.
Each such consent shall be effective only if accompanied by proof of
the holding, at the date of such consent, of the Bonds with respect
to which such consent is given, which proof shall be such as is
permitted by Section 1201. A certificate or certificates by the
Fiscal Agent filed with the Fiscal -Agent that it has examined such
proof and that such proof is sufficient in accordance with Section
1201 shall be conclusive that the consents have been given by the
Holders of the Bonds described in such certificate or c-ertificates
of the Fiscal Agent. Any such consent shall be binding upon the
Bolder of the Bonds giving such consent and, anything in Section
1201 to the contrary notwithstanding, upon any subsequent Holder of
such Bonds and of any Bonds issued in exchange therefor (whethe~ or
not such subsequent Holder thereof has notice thereof), unless such
consent is revoked in writing by the Bolder of such Bonds giving
such consent or a subsequent Holder thereof by filing with the
Fiscal Agent prior to the time when the written statement of the
Fiscal Agent hereinafter in this Section 1002 provided for is filed,
such revocation and, if such Bonds are tran~ferrable by delivery,
proof that such Bonds are held by the signer of such revocation in
the manner permitted by Section 1201. The fact that a consent has
not been revoked may likewise be proved by a certificate of the
Fiscal Agent filed with the Fiscal Agent to the effect that no
revocation thereof is on file with the Fiscal Agent. At any time
after the solders of the required percentages of Bonds shall have
filed their consents to the Supplemental Resolution, the Fiscal
Agent shall make and file with the Corporation and the Fiscal Agent
a written statement that the Holders of such required percentages of
Bonds have filed such consents. Such written statement shall be
conclusive th~t such consents have been so filed. At any time
thereafter notice, stating in substance that the Supplemental
Resolution (which may be referred to as a Supplemental Resolution
adopted by the Corporation on a stated date, a copy of which is on
file with the Piscal Agent) has been consented to by the Holders of
the required percentages of Bonds and will be effective as provided
in this Section 1002, may be given to Bondholders by the Corporation
by mailing such notice to Bondholders (but failure to mail such
notice shall not prevent such Supplemental Resolution from becoming
effective and binding as in this Section 1002 provided) and by
publishing the same at least once not more than ninety (90) days
after the Holders of the required percentages of Bonds shall have
filed their consents to the Supplemental Resolution-and the written
statement of the Fiscal Agent hereinabove provided for is filed.
The Corporation shall file with the Piscal Agent proof o~ the
publication of such notice, and, if the same shall have been mailed
to Bondholders, of the mailing thereof. A transcript, consisting of
the papers required or permitted by this SP.ction 1002 to be filed
with the Fiscal Agent, 11hall be proof of tlie matters therein
stated. such Supplemental Resolution making such amendment or
62
•
modification shall be deemed conclusively binding upon the
Corporation, the Fiscal Aqent, each Depository and Paying Agent and
the Holders of all Bonds and coupons at the expiration of thirty
(30) days aft@r the filing with the Fiscal Agent-of the proof of the
first publication of such last mentioned notice, except in the event
of a final decree of a court of competent jurisdiction setting aside
such Supplemental Resolution in a legal action or equitable
proceeding for such purpose commenced within such thirty (30) day
period: provided, however, that the Corporation, the Piscal Agent,
any Depository and any Paying Agent during such thirty (30) day
period and any such further period during which any such action or
proceeding may be pending shall be entitled in their absolute
discretion to take such action, or to refrain from taking such
action, with respect to such Supplemental Resolution as they may
deem expedient. -
1003. Modifications by Unanimous Consent. The terms and
provisions of this Resolution and the rights and obligations of the
Corporation and of the Holde~s of the Bonds and coupons thereunder
may be modified or amended in any respect upon the adoption and
filing with the Fiscal Agent by the Corporation of a Supplemental
Resolution and the consent of the Holders of all of the Bonds then
Outstanding, such consent to be given as provided in Section 1002,
except that no notice to Bondholders either by mailing or
publication shall be required.
1004. Mailing and Publication.
(1) Any provision in this Article for the mailing of
a notice or other document to Bondholders shall be fully complied
with if it is mailed postage prepaid only {i) to each registered
owner of Bonds then Outstanding at his address, if any, appearing
upon the registry books of the Corporation, (ii) to each Bolder of
any Bond payable to bearer who shall have filed with Fiscal Agent
within two (2) years preceding such mailing address for-notices, and
(iii) to the Fiscal Agent.
(2) Any provision in this Article for publication of
a notice or other matter shall require th~ publication thereof only
in an Authorized Newspaper. ·
1005. Exclusion of Bonds. Bonds owned or held by or for
the account of the Corporation or the City shall not be deemed
Outstanding for the purpose of consent or other action or any
calculation of Outstanding Bonds provided for in this Article, and
the Corporation or the City shall not be entitled with respect to
such Bonds-to give any consent or take any other action provided for
in this Article. At the time of any consent or other action taken
under this Article, the Corporation shall furnish the Fiscal Agent a
certificate of an Authorized Officer, upon which the Fiscal Agent
may rely, describing all Bonds so to be excluded.
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1006. Notation on Bonds. Bonds delivered after the
effective date ol any action taken as in Article IX or this Article
provided may, and if the Fiscal Agent so determines, shall bear a
notation by endorsement or otherwise in form approved by the
Corporation and the Fiscal Agent as to such action, and in that
case, upon demand of the Bolder of any Bond Outstanding at such
effective date and upon presentation of his Bond for the purpose at
the Principal Off ice of the Fiscal Agent, suitable notation shall be
made on such Bond by the Fiscal Agent as to any such action. If the
Corporation or the Fiscal Agent shall so determine, new Bonds so
-modified as in the opinion of the Fiscal Agent and the Corporation
to conform to such action shall be prepared and delivered, and upon
demand of the Holder of any Bond then Outstanding shall be
exchanged, without cost to such Bondholder, for Bonds of the same
Series and maturity then Outstanding, upon surrender of such Bonds
with all unpaid coupons, if any, appertaining thereto.
ARTICLE XI
EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS
1101. Events of Default and Acceleration of Maturities.
If one or more ol the following events (herein_called •events of
default•) shall happen, that i~ to say--
(a) if default shall be made in t.he due and punctual
payment of the principal of, or Redemption Price (if any) on, any ·
Bond when and as the same shall become due and payable, whether at
maturity as therein expressed, by proceedings for redemption, by
declaration or otherwiseJ
(b) if default shall be made in the due and punctual
payment of any installment of interest on any Bond when and as such
interest installment shall become due and payable, and such default
shall have continued for a period of thirty (30) daysr
(c) if default shall be made by the Corporation in
the observance of any of the covenants, agreements or conditions on
its part in this Resolution or in the Bonds contained, and such
default shall have continued for a period of sixty (60) days after
written notice thereof, specifying such default and requiring the
same to be reae-died, shall have been given to the Corporation by the
Fiscal Agent, or to the Corporation and the Fiscal Agent by the
Solders of not ·1ess than twenty-five percent (25%) in aggregate
principal aaount of the Bonds at the time Outstanding1 or
(d) if, under the provisions of any law for the
relief or aid of debtors, any court of competent-jurisdiction shall
assU11e custody or control of -the Corporation or:of the whole or any
64
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substantial part of its property, and such custody or control shall
not be terminated or sta~,ed within sixty (60) days fr<>11 the date of
a$suaption of such custody or eontrol1
then and in each and ev&ry such case during the continuance of ·auch
event of default, the Fiscal Agent or the Holders of not leas than a
majority in aggregate principal aJ10unt of tha Bonda at the tiae
Outstanding shall be entitled, upon notice in writing to the
Corporation, to declare the principal of all the Bonds then
Outstanding, and the interest accrued thereon, to be due and payable
i .. ediately, and upon any such declaration the same shall becOlle and
shall be iaaediately due and payable, anythin9 in this Resolution or
in the Bonda contained to the contrary notwithstanding.
This provision, however, is subject to the condition
that if, at any time after the principal of the BOnds shall have
been so declared due and payable, the Corpc>ration shall pay to or
shall deposit with the Fiscal Agent a aua sufficient to pay all
principal on the Bonds aaturing prior to such declaration and all
aatured inatallllents of interest (if any) upon all the Bonds, and
any and all other defaults known to the Fiscal Agent (other than in
tbe payment of principal of and interest on the Bonds due and
payable solely by reason of such declaration) shall have been aade
good or cured to the satisfaction of the Fiscal Agent, or provision
deeaed by the Fiscal Agent to be adequate shall have been made
therefor, then, and in every such case, the Holders of not less than
a aajority in aggregate principal -aaount of the Bonds then
Outstandi119, by written notice to the Corporation and to the Fiscal
Atent, aay, on behalf of the Holders of all of the Bonda, rescind
•nd annul such declaration and its consequences1 but no such
rescission and annulaent shall extend to or shall affect any
subsequent default, or shall impair or exhaust any right or power
consequent thereon.
1102. Appiication of Funds ~n Acceleration. All of the
Revenues and all suas In the Revenue ~a upon the date of the
declaration of acceleration as provided in Section 1101, and all
au.a thereafter received by the Fiscal Agent hereunder shall be
applied by the Fiscal Agent in the order following upon presentation
of the several Bonds and coupons, and the stamping thereon of the
payaent if only partially paid, or upon the surrender thereof if
fully paid--
Pirat, to the payment of the costs and expenses of
the Fiscal Agent and of the Bondholders in declaring such event of
default, including reasonable coapensation to its or their a.gents,
•ttorneys and counaelr
_ Second, to the payment of the whole aaount then owing
and unpaid upon the Bonda for principal arid int£rest, with interest
65
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on the overdue principal and in•t•ll .. nt9 of intere•t 1t the rate of
••v•n percent (7t) per annua (but •uch intere•t on o.erdu•
installaenta of interest •hall be pald only to t.,_. eattnt fund• are
available therefor follovln9 f)aYll•nt of prlnclpal and lntereat and
interest on overdue principal, •• afor•••id,, and '" oaee aueh
moneys shall be insufficient to pay in full the wbol• .-ount ao
owing and unpaid upon the Bonda, then to th• ,.,_.nt of auch
principal and interest without prefer•no• or priority of principal
over interest, or of interest over principal, or of any lnetall .. nt
of interest over any other lnetall.aent of lnt•reat, retably to the aggregate of such principal and lntereat.
1103. Suits at Law or in !f\:lty and Mand .. u•. In ca•• one
or aore of the events of defauit~•h~ happen, then and in every
such case the Bolder of any Bond at the tl .. Out•taftdlnt ahall be
entitled to proceed to protect and enforce the ri9ht• veated in such
Bolder by this Resolution by such appropriate judicial proc .. ding as
such Bolder shall dee• aoat effectual to prot•ct and enforce any
such right, either by suit ln equity or by action at law, wh•ther
for the specif le performance of any covenant Qr a9re ... nt contained
in this Reso~ution, or in aid of the exerclae of any power granted
in this Resolution, or to enforce any other legal or equitable right
vested in the Holders of Bonds by thia Resolution or by law, The
provisions of this Resolution shall constitute • contract with the
Holders of the Bonds, and such contract and the dutle• of the
Corporation and of the 11ellbers, officers and 911Ploy••• thereof shall
be enforceable by any Bondholder by aand-.us or otb .. r appropriate
suit, action or proceeding in any court of competent jurisdiction.
1104. Hon-waiver. Nothing in this Article XI or in any
other provision of this Resolution, or in the Bond• or in the
coupons, shall affect or impair the obligation of tbe corporation,
which is absolute and unconditional, to pay the principal of,
Redeaption Price (if any) and interest on the Bonda to the
respective Holders of the Bonda and coupons at the reapective dates
of maturity, or upon call for redemption, as herein provided, out of
the Revenues herei_n pledged for such payaent:s or affect or impair
tbe right of action, which ta also absolute and unconditional, of
such Holders to institute suit to enforce such payaent by virtue of
the contract embodied in the Bonds and coupons. Ro delay or
omission of the Fiscal Agent or of any Bolder of any of the Bonds or
coupons to ezercise any right or power arising upon the happening of
any event of default shall impair any such right or power or shall
be construed to be a waiver of any such event of default or an
acquiescence therein, and every power and remedy given by thi•
Article XI to the Piscal Agent or to the ~older• of Bonda EAY be
exercised from tiae to tiae and as often as shall be deeaed expedient by the Fiscal Agent or the Holders of Bonda.
66
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1105. Reaediea Mot B~cluaive. No remedy herein confe,red
upon or reserved to the Fiscal Agent or to the Bolder• of Bond• la
intended to be exclusive of any other remedy, and every •uch relledy
shall be cmaulative and shall be in addition to every other r ... dy
given hereunder or now or hereafter existing, •t law or in equity or
by statute or otherwise. ·
ARTICLE XII
UBCOTION OP INSTiUJJIBRTS BY BONDHOLDERS A1'D
PROOFS OP OWRl!RSBIP or BOROS
1201. Evidence of Si natures of Bondholders and Ownerahi
of Bonda. Any reques .• rec on, consent, revocat on o conaen ,
or other inatr1111ent in writing required or peraitted by this
Resolution to be signed or executed by Bondholders may be ln any
nWlber of concurrent instruaents of siailar tenor, and ilay be signed
or executed by such Bondholders in person or by their attorneys ur
agents appointed by an inatrm1ent in writing for that purpose or, in
tbe case of coupon Bond•, by any bank, trust company or other
Depository of such Bonda. Proof of the execution of any such
lnstruaent, or of any inatruaent appointing any such attorney or
agent, and of the holding and ownership of Bonda shall be suff ictent
for any purpose of this Resolution (except as otherwise herein
provided), if aade in the following aanner:
(a) The fact and date of the execution by any
Bondholder or his attorney or agent of any such instrUllent and of
any instruaent appointing any such attorney or agent, aay be proved
by delivery of a certificate, which need not be acknowledged or
verified, of an officer of any bank, trust company, or other
Depository, or of any notary public, or other officer authorised to
take acknowledge .. nts. Where any such inatr~nt is executed by an
officer of a corporation or association or a meaber of a partnership
on behalf of such corporation, association or partnership, such
certificate shall also constitute sufficient proof of his authority.
(b) The fact of the holding of coupon Bonds by any
Bondholder and the aaount and the numbers of such aonda and the date
of hi6 holding the sioae (unless such Bonda be registered) aay be
proved by a certificate executed by an officer of any bank, truat
company, or other Depository, if such certificate shall be de ... d by
the Piacal Agent to be aati•factory, showing that at the date
therein aentioned such person had on depoait with or exhibite~ to
such bank, trust company, or other Depository the Bonds described in
such certificate. The Piacal Agent aay conclusively,aeauae that such ownership continues until written notice of the contrary is
served upon the Pia~al Agent. The ownership of registered Bonds
shall be proved by the registry books held by the Pi~cal Ag•nt under
the p~ovisiona of this Resolution.
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Nothing co~tained in this Article shall be eon•trued
as limiting the Piscal Aqent to such proof, it being intended that
the Piscal Agent aay accept any other evidence of the aattera herein
stated which aay see• sufficient. Any request or con•ent of the
Holder of any Bond shall bind every future Bolder of th• •••• Bond
in respect of anything done or suffered to be done by the
Corporation, the Fiscal Agent, any Depository or any Paying Agent in
pu~auance of such request or consent.
1301. Defeasance.
ARTICLE XIII
DBFEASANCE
(lJ If the Corporation shall pay or cause to be
paid, or there shall be otherw_ise paid, to th.e Solders of the Bonds
and coupons then Outstanding, the principal and interest and
Redemption Price, if any, to becOlle due thereon, at the tlaes and in
the manner stipulated therein and in this Resolution, then and in
that event the covenants, agreements and other obligations of the
Corporation to the Bondholders shall be discharged and satisfied.
In such event, the Piseal Agent shall, upon request of the
Corporation, execute and deliver to the Corporation all auch
instruments aa aay be desirable to evidence such release and
discharge and the Piscal Agent and the Paying Agents shall pay OYer
·or deliver to the Corporation all aoneys or securities held by th••
pursuant to this Resolution which are not required for the payaaent
or redemption of Bonds or coupons not theretofore surrendered for
such payaent or redeaption.
(2) Bonds or coupons or interest installments for
the payment or redemption of which aoneys shall then be held by the
Piacal Agent or the Paying Agents (through deposit by the
Corporation of funds for such payment or redemption or otherwiae) ,
whether at or prior to the uturity or the---fedemption date of auch
Bonds, aball be deeaed to have been paid within the aeaning and with
the effect expressed in paragraph (1) of this Section 1301. All
outstanding Bonda of any Series and all coupons appertainin9 to euch
Bonds shall, prior to the maturity or redeaption date thereof, be
deemed to have been paid within the aeaning and with the effect
expressed in paragraph (1)-of this Section 1301 if (a) in ca•• any
of said Bonda are to be redeeaed on any date prior to their
maturity, the Corporation shall have given to the Piacal At•nt, in
for• satisfactory to it, irrevocable instructions to publiah ••
provided in Article III of thi• Resolution notice of red911Ptlon on said date of such Bonds, (b) there shall have been de~lted with
the Fiscal Agent either aoneys in an aaount which shall-be
sufficient, Or Federal securities the principal Of and interest Oft
68
•
which when due will provide moneys which, together with the aoneys,
if any deposited with the Piscal Agent at the saae tiae, shall be
sufficient to ~Y when due the principal or Redeaption Price, if
applicable, and interest due and to becOlle due on said Bonds on an~
prior to the redeaption date or aaturity date thereof, as the case
say ~' and (c) in the event that said Bonds are not by their terms
subject to redemption within the next succeeding 60 days, the
Corporation shall have given the Piecal Agent in fora satisfactory
to it irrevocable instructions to publish, as soon as practicable,
at least twice, at an interval of not leas than aeven days between
publications, in an Authorized Newspaper a notice to the Holders of
such Bonds and coupons that the deposit required by (b) above has
been aade with the Piscal Agent and that said Bonds and coupons are
deeaed to have been paid in accordance with paragraph (1) of this
section 1301 and stating such maturity or redemption date upon which
110neys are to be available for the payaent of the principal or
Redemption Price~ if applicable, on said BOnds. Neither Federal
Securities nor moneys deposited with the Piscal Agent pursuant to
this Section nor principal or interest payments on any such Federal
Securities shall be withdrawn or used for any purpose other than,
and shall be held in trust for, the payment of the principal or
Redemption Price, if applicable, and interest on said Bonds;
provided that any cash received fro• such principal or interest
payaents on such Federal Securities deposited with the Piscal Agent,
if not then needed for such purpose, shall, to the extent
practicable, be reinvested in Federal Securities maturing at times
and in principal amounts sufficient to pay when due the principal or
Redemption Price, if applicable, and interest to become ·due on said
Bonda on and prior to such redemption date or maturity date thereof,
as the case may be, and interest earned from such reinvesbaents
shall be paid over to the Corporation as received by the Fiscal
Agent, free and clear of any trust, lien or pledge.
(3) Anything in this Resolution to the contrary
notwithstanding any aon~ys held by the Piscal Agent or Paying Agents
in trust for the payaent and discharge of any of the Bonds or
coupons which reaain unclaiaed for four years after th~ date when
such Bonds have becclae due and payable, either at their stated
maturity dates or by call for earlier redeaption, if such moneys
were held by the Fiscal Agent or Paying Agents at such date, or for
four years after the date of deposit of such moneys if deposited
with the Fiscal Agent or Paying Agents after the said date when such
Bonds becaJBe due and payable, shall, at the Request of the
Corporation, be repaid by the Piscal Agent or Paying Agents to the
Corporation, as its absolute property and free from ~rust, and the
Piacal Agent or Paying Agents shall thereupon be released and
di•eharged with respect thereto and the Bondholders shall look only
t· · • Corporation for the payment of such Bonds and coupons:
pro.-~!d, however. that before being requiLed to aake any such
payment to the Corporation, the Fiscal Agent or Paying Age~ts shall,
69
..
at the expense of the Corporation, cause to be published at least
twice, at an interval of not less than seven days between
publications, in an Authorized Newspaper, a notice that said moneys
remain unclaimed and that, after a date named in said notice, which
date shall be not less than 30 days after the date of the first
publication of. such notice, the balance of eueh !IOneys then
unclai•ed will be returned to the corporation.
ARTICLB XIV
MISCELLARBOUS
1401. Preservation and Ina!£:tion of Documents. All
documents received by the Piacai igen; any Depository or any Paying
Agent under the provisions of this Resoiution or any Series
Resolution shall be retained in its possession and shall be subject
at all reasonable tiaes to the inspection of the Corporation, the
Piacal Agent, any ~pository or any Paying Agent, and, upon written
request of not leas than five percentua (5') in principal aaount of
the Holders of the Outstanding Bonds, Bondholders and~their agents
and: representatives, any of whom may make copies thereof.
1402. Parties of Interest. NOthing in this Resolution or in any Series Resolution adOPted pursuant to the provisions hereof,
expressed or implied, is intended to or shall be construed to confer
upon or to give to any person or party other than the Corporation,
Piacal Agent, Depositories, Paying Agents and the Holders of the
Bonds and coupons pertaining thereto any rights, remedies or clai•s
under or by reason of this Resolution o~ any Series Resolution or
any covenants, condition or stipulation thereofi and all covenants,
stipulations, pr011isea and agreeaents in this Resolution and any
Series Resolution contained by or on behalf of the Corporation shall
be for the sole and ezclusive benefit of the Corporation, Fiscal
Agent, Depositories and Paying Agents and the Holders from time to
tiae of the Bonds and the coupons pertaining thereto.
1403. Ho Recourse Under Resolution or on BOnds. All
covenants, stipulations, pr011ises, agreements and o6ilgations of the
Corporation contained in this Resolution shall be deeaed to be the
covenants, etipulations, prcaiaes, agree11ents and obligations of the
Corporation and not of any aeJlber, officer or employee of the
Corporation in bis individual capacity, and no recourse shall be had
for the payaent of the principal or Redemption Pric• of or interest
or Sinking Pund tnatallaent on the Bonda or for any olaia based
thereon-or on this Resolution against any •ember, officer or
eaployee of the Corporation o~ any person ~xecuting the Bonds.
1404. Severability. If any one or more of the covenants,
stipulations, promises, a9reeaenta or obligations pr.ovided in this
Resolution on the part of the Corporation, Fiscal Agent, any
70
, "
---------------------------
Depository or any Paying Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law, then
such covenant or covenants, stipulation or stipulations, promise or
promise&, agreeaent or agree•ents, obligation or obligations shall
be deeaed and construed to be severable f rOll the remaining
covenants, stipulations, promises, agreements and obligations herein
contained and shall in no way affect the -validity of the other
provisions of this Resolution.
1405. Beadi~s. Any headincjs preceding the tests of the
several Articles andctions hereof, and any table of contents or
aarginal notes appended to copies hereof, shall be solely for
convenience or reference and shall not constitute a part of this
Besolutlon, nor shall they affect its meaning, construction or
effect.
1406. Conflict. All resolutions or parts of resolutions
or other proceedings of the Corporation in conflict herewith-shall
be and the aaae are repealed insofar aa such conflict exists.
1407. Effective Date. This Resolution shall take effect
i .. ediately upon Its adoption.
* * • • *
I hereby certify that tbe foreoing is a full, true and
correct copy of a Resolution duly passed and adopted by the Board of
Directors of the City of Palo Alto Golf Course Corporation, Palo
Alto, Celifornia, at a 9eeting thereof duly held on the-day
of · , 1977, by the following vote of the Directors
thereof:
AYES, and in favor thereof, Dire~tors:
ROBS, Directoraz
ABSBlft', Directors:
Secretary
President
71
EXHIBIT "A"
SITE DESCRIPTION
PALO ALTO MUNICIPAL GOLF OOUB8E
Beginning at the point of intersection of the northwesterly line of
Embarcadero Road with the aouthwesterly line of the l&nda Jeued to the
Palo Alto Airport Bhown on Exhibit "A., in that certain Agreement be-
tween the County of San Mateo. the-County of Santa Clara, tbe City of
Palo Alto and Nyatrom AviatiOn. Corporation, dated June l, 1964: (Palo
Alto Flle No. "Agreement 23'70") thence S. 51°36' W; a1onC said line of
·Embarcadero Road 1688 feet. more or Iese, to a point on the northeuterly
line of the Palo Alto Gaa Metering Station; thenee N. 38°U'W. along aid
northeasterly line 82.00 feet; thence S. 51°36' W. M.00 feet to a point on
the northeuterly line of Geng Road; thence N. 16°30' W. along Rid north-
easterly line of Geng Road and its northwesterly prolongation. 877,45 feet;
thenee N. 28° 13' W. 100.00 feet; thence N. 34:0 16' W.100.00 feet; thence
N. 38°25' W. 100.00 feet; thence N. 35c-50' W. 100.00 feet; thenee N. 42°
'2' W. 100.00 feet; thence N. 40"22' W. 100.00 feet; thence N. U 0~ W.
88.70 feet; thence N. 28°27' W. 85.00 feet; thence S. 61°33" W. 19.50 feet,
more or 1ell8, to a point on the easterly line of San Franciaquito Creek .. mown on Exhibit "A" in the easement from City of Palo Alto to San.ta
Clara County dated May 1, 1959 (Palo Alto File No. "Euesnents, No.
359") ; thence northerly along aaid easterly line to the point of. intenection
of aid easterly line with ll&id southwesterly line of the Janda leased to the
Palo Alto Allport 88 shown OD Exhibit .. A" hereinabove referred to;
thence in a general southeasterly direction along said last named llOUth-
..terly line to the point of IJetrlnning.
SA.VE AND EXCEPT THE FOLLOWING DESCRIBED PORTION
'1'HBRIX>li' DISCONTINUED FOR PARK PURPOSES PURSUANT TO A
VOTE OF THE P!X>PLE, AS OONFIRMED BY ORDINANCE NO. 2351:
Beginning at the aouthwesterly comer of that certain 26~66 a.ere tract
eomeyed t.o the City of Palo Alto by Peter Faber et ux by deed recorded
July 19, 1926 in Volume 246 of Official Records at page 168, records of
Su lfateo County, C&Uforma; thence S. 4:7°30'00" w. 152.46 feet to a
point on the general aoutliweaterly line of that certain tract of land shown
aa PARCEL .. A" on the map entitled "Palo Alto Airport Lease Landa Ex.-
bfblt.A" attached to the Leue Agreement between the City of Palo Alto
and County. of Santa Clara dated March 16, 1964 and filed in the off'tce of
tbe Qty Clerk of the City of Palo Alto (Agreement No. 2276); thence
along the general southweaterly line of. aaid leaae, the following couraes
and diataiicea: West 134.50 feet; N. 17°08'00" W. 3H.50 feet; North
720.70 feet; FA.t 232.00 feet; North 80.00 feet; West f2.00 feet and North
1&0.GO feet to the True Point of Beginning; thence, continuing along said
paenl IOUthwellterly line ot 8aid leue, East 100.00 feet, North 64:2.02
feet Ad N. 38°25' W. 331.98 feet; thence leaving aaid general aouthw~
eriy line South 906.82 feet; thence Eut 80.00 feet t.o the True Point of
Begbmjng, cont.lning 3. '133 acn. more or le88.
'
EXHIBIT •A11
SITE DESCRIPTION
PALO ALTO llUNlaP.U. GOLF OOV88E
Beginning at the point of interaection of the northweaterly line of
Bm.barcadero Road with the eouthwesterly line of the Judi leued to the
Palo Alto Airport llhown OD Exhibit "'A"' in t.hat certain Aa'reement be-
tween the COanty of San Mateo, the County of Santa Clan., the aty of
Palo Alto and Nyatrom ·Aviation Corporation, dated Jwie 1. 1964: (Palo
Alto File No. "Agn!ement 2370 .. ) thence S. Sl 0 36' W. along laid line of
Embarcadero Road 1668 feet. more or ie.. to a point on the northeuterly
line tA tlle Palo Alto Gu Metering Station; thence N. 38°2-l'W. aJoqg aid
northeuterly line 82.00 feet; thence S. 51°36' W. k.00 feet to a point on
the northeuterly liDe of Geng Road; thence N. 16W W. along &aid north-
euterly line of Geng R09d and ita nortb:weat.erly prolongation 671.'5 feet;
thence N. 28° 13' W. 100.00 feet; thence N. 3'0 16' W. 100.00 feet; tbenee
N. 38<'25' W. 100.00 feet; thence N, 35°50' W. 100.00 feet; thence N. 42°
42' W. 100.00 feet; thence N . .W022' W. 100.00 feet; thence N. '1 "a' W.
-70 feet; thence N. 28°27' W. B.'l.00 feet; thence S. 61°33' W. 19.50 feet,
lllOft or ~ to a point on the euterly line of. San ~ Creek •
. ahown on Exbibit "A" in tbe euement from City of Palo Alto to Santa
Clan. County dated Kay l, 1959 (Palo Alto File No. "Ell9"1nenta, No.
3159") ; tJlence northerly along said euter.ly line to the point of infa'eeetion
of aid euterty line with said aouthwesterly line of the Janda hmed to the
Palo Alto AifPort as shown on Erhibit "A0 hereina.b<MI referred to;
thence in a general 80Utheuterty direction alODg said last named aouth-
~ line to the point« 1Jecbmins.
SA.VE AND EXCllPT THE FOLLOWING DESCRIBED PORTION
'ftDl!IUl!OI' DISCONTINUED FOR PARK PURPOSES PURSUANT TO A
VOTE OI' mE PEOPLE. AS CONFIRMED BY ORDINANCE NO. 2351:
Beginning at tbe aoathwesterly comer of that certain 26.66 acre tract
COllwyed to the city of Pelo Alto by Peter Faber et ux by deed record«!
hly 19, 1928 in· Volume 248 of Official Records at page 168, recor.W of
SU. Jf.ateo Count)', Calitomia; thence S. •'1°30'00" W. 152."6 feet to a
point on tbe general southwesterly line of that certain tract of land shown
u PARCEL "A" on the map entitled "Palo.Alto Airport Lease Landa Ex.-
ha1iit·A" attached to the Leue Agreement betTHeD the City of Palo Alto
and Ooullt)'. of Sant& Clan. dated Karch 16, 19&l and filed in the office of
tbe Qty Clerk of tbe aty Of Palo .Alto (Agreement No. 2276) ; thenee
a1oag the general 11CJUth1n11ter1y line of a.id leue. the following coanes
and diltance8: Wat -isuo _teet; N. 17°08'0()# w. 3H .. 10 feet; North
'120.TO f.t; Eut 232.00 feet; North 80.00 feet; Weat f2.00 feet and North·
l.I0.00 feet to the True Pctnt of Beginning; thenCe, c:ontinuhig along aaid
&--.l llOUthw8llterty line ot uid leue, F.ut U0.00 feet, North 64:2.02
feat and N. 38°26' W. 331.98 feet; tllmce leaving aid pDel'8I llOUthweat·
erly Une Soat.b 808.82 feet; tbenoe Eut 80.00 feet to the Tiue Point of
"911Dnlng, containing 3.133 aeree more or ..._ -.
--·~~---------------------------------·
$5,000
EXHIBIT "B"_
(Form of Coupon Bond of Series 1978)
CI'rl OP PALO ALTO GOLF COURSE CORPORATION
LEASE RBVENUB BOND, SB1UES 1978
No.
The City of Palo Alto Golf Course Corporation, a nonprofit
corporation duly orqanized and existing under the General Nonprofit
Corporation Law of the State of California (herein called the
•corporation•), for '7alue received, hereby promises to pay (but only
out of the Revenues hereinafter referred to) to the bearer hereof,
on Pebuary 1, , (subject to any right of prior redemption
hereinafter provlaid for), the principal sum of Five Thousand
Dollars <•S,000) in lawful money of the United States of America,
and to pay interest thereon in like lawful money from the date
hereof until payment of such principal swa in full, at the rate
of percent ( t) -per annum, payable seaiannually on August
1 and February 1 in~ch year, but only, in the case of interest due
on or befor.e aaturity, upon presentation and surrender, and
according to the tenor, of the respective interest coupons hereto
annexed as they severally mature. Both the principal hereof and
interest hereon are payable at the principal office of the Piacal
Agent of the Corporation, in San Francisco, California, or at the
option of the holder, at the principal office of
in New York, New York.
This Bond is one of SPd es 1978 of a duly authorized issue
of bonds of the Corporation de.signated as the •city of Palo Alto
Golf Course Corporation Lease Revenue Bonds, Series 1978• (herein
called the wBonds•), of an aggregate principal amount of One Million
seven Hundred Fifty Thousand DOllars ($1,750,000), all of like tenor and date (except for such variation, if any, as aay be required to
designate varying nuabers, maturities, interest rates or redeaption
provisions) and all issued pursuant to the provisions of the
Articles of Incorporation and By-laws of the corporation, and the
General Nonprofit Corporation Law of the State-of california (herein
called the •Law•) and pursuant to a Resolution of the Corporaton
adopted on , 1977 (herein called the •aesolution•)
authorizing the issuance of the Bonds. Additional Bonds JUY be
iasued on a parity with the Bonds, but only subject to the teras of
the Resolution. Reference is hereby made tn the Resolution (a copy .
of which is on file at said off ice of the Piacal Agent) and all
resolutions auppleaental thereto and to the Law foe a description of -
BXBIBIT _•a•
(i)
the terms on which the Bonds are issued, the provisions with regard
to the nature and ·extent of the Revenues, as ~bat term is deflned in
the Resolution, and the rights thereunder o~ the be'arers and
re9istered owners of the Bonds and the bearers of the appurtenant -
coupons and the rights, duties and immunities of the 'Fiscal Agent
and the rights and obligations of the Corporation thereunder, to all
of the provisions of which Resolution the bearer of the Bond, by
this acceptance hereof, assents and agrees.
This Bond and the interest hereon and all other Bonds and
the interest thereon (to the extent set forth in the Resolution) are
payable from, and are secured by a charge and lien on the Revenues
derived by the Corporation from the Golf course Facility (as those
terms are defined in the Resolution). As and to the extent set
forth in the Resolution, all such Revenues are exclusively and
irrevocably pledged to and constitute a trust fund, in accordance
with the teras hereof and the provisions of the Resolution and the
Law, for the security and payment or redemption of, and for the
security and payment of interest on, the Bonds1 but nevertheless, in
accordance with the Resolution, out of Revenl·.es certain amounts may l
be applied for other purposes as provided in the Resolution.
This Bond is· not a debt of the City of Palo Alto, the State
of California, or any-of its political subdivisions, and neither
said City, said State or any .of its political subdivisions and
neither said City, said State, is liable hereon nor in any event
shall this Bond be payable out of any funds or properties other than
those of the Corporation.
~he ri9hts and obligations of the-Corporation and the
holders of the Bonds aay·be modified or amended at any time in the
aanner, to the extent and upon the terms provided in the Resolution,
but no such modification or aJDendment shall permit a change in the
terms of redemption or maturity of the principal of any outstanding
Bond or of any installment of interest thereon or a reduction in the
principal aaount or the redemption price thereof or in the rate of
interest thereon without the consent of the holder of such Bond, or
shall reduce the percentages or otherwise affect the classes of
Bonds the .consent of the holders of which is required to effect any
such modiiication or aaen&aent.
-The B~ds are subject to redemption on any interest payme~t
date without pre•ium, under the circumstance$ prescribed and as
provided in the Resolution, at the option of the corporation, as a
whole or in part, through the application of proceeds of insurance
and e•inent domain-proceedings. Bonds due on or before February 1,
1988, are not otherwise_subject to redemption before their -·
respective stated aaturities. Bonds due on or after February 1,
1989, are also subject to rede•ption prior to their respeotive
stated aaturities from any source of available funds at the option
(ii)
..
of the Corporation on any interest pa~"D\ent date on or after Febru-.
ary l, 1988, as a whole, or in part in-inverse order of maturity and
by lot w:thin a maturlty, at the principal amount thereof and
accrued interest thereon to the date fixed for redemption, pJus a
premium of one-quarter of one percent (1/4 of lt) of such principal
amount for each year or fraction thereof remaining between the date
fixed for redemption and the date of maturity of the Bonds, provided
that such premium shall not exceed three percent C3•>·
As provided in the Resolution, notice of redemption shall
be given by publication (unless no Bonds are outstanding except
registered Bonds) at least once a week for two successive weeks in a
financial newsp~per or journal, printed in the English language and
circulated in New York, New York, the first such publication to be
not less than thirty nor more than sixty days before the redemption
date. Notice of redemption shall also be mailed not less than
thirty nor more than sixty days prior to the redemption date to the
respective registered owners of any registered Bonds designated for
redeaption at their addresses appearing on the bond registration
books, but neither failure to mail such notice nor any defect in the
notice so mailed shall affect the sufficiency of the proce~dings for
redemption. •'
If this Bond is called for redemption and payment is duly
provided therefor as specified in the Resolution, interest shall
cease to accrue hereon from and after the date fixed for redeaption,
and coupons for such interest subsequently aaturing &hall be void.
If an event of default, as defined in the Resolutior., shall occur, the principal of all Bonds may be declared due and payable
upon the conditions, in the manner and with.the effect provided in
the Resolution., but such declaration and its consequences may be
rescinded and annulled as further provided in the Resolution.
The Bonds are issuable as coupon Bonds in the denomination
of $5,000 and as fully registered Bonds without coupons in the
denomination of $5,000 and any integral multiple thereof. Subject
to the limitations and conditions and upon payaent of the charges,
if any, as provided iri the ResolutiQn, fully registered Bonds aay be
ezcbanged for a like aggregate principal amount of coupon Bonds of
the saae aaturity, or for a like aggregate principal amount of fully
registered Bonds of other author_ized denominations and of the same
•aturity, and coupon Bonds may be exchanged ·for a like a99re9ate
principal aaount of fully registered Bonds of authorized · denominations and of the same aaturity. -
. This Bond and the coupons appertaining hereto are
negotiable and transferable by delivery, and the Corporation, the
Fiscal Agent and any paying agent of the Corporation may treat the
bearer herof, or the bearer of any coupon appertai.aing hereto, as
(iii)
..
the absolute owner hereof or of such coupon, as the case may be, for
all purposes, whether or not this Bond or such coupon shall be -
overdue, and the Corporation, the Piscal Agent and any paying agent
shall not be affected by any notice to the contrary. -
It is hereby certified that all of the conditions, things
and acts required to exist, to have happened or to have been
petforaed precedent to and in the issuance of this_ Bond do exist,
have happened or have been performed in due and regular time, fora
and manner as required by the Law and the laws of the State of
California, and that the amount of 'this Bond, together with all
other indebtedness of the Corporation dties not exceed any limit
prescribed by ~be Law or any laws of the State of California, and is
not in excess of the amount of Bonds permitted to be issued under
the Resolution.
IN WITNESS WHEREOF, the City-of Palo Alto Golf Course Corporation has caused this Bond to be executed in its name and on
its behalf with the signature of its President and its seal to be
reproduced hereon and attested by its Secretary, and the interest
coupons attached hereto to-be executed with the facsimile signature
of its Treasurer, all as of February 1, 1978.
CITY OF PALO ALTO
GOLF COURSE CORPORATION
By ~~~~--~--...--....... ~~~~~ . President · (Seal)
Attest:
· ..
Secretary
(iv)
•
(Form of Interest Coupon)
TB.B CITY OF PAL() ALTO
GOLP COURSE CORPORATION, on
unless the Bond herein mentioned shall have been
called for previous redemption and payment of -
the redemption price duly provided for, will
pay to beare_r at the principal off ice of
_ in San Francisco, 2C"""'AL-rl'O-Ril-IW1A-, _o_r_a_,E,......,t,..h_e_p-r"""I .... n_c .... lpal off ice of -
in New York, New York, upon surrender hereof, the sum set forth herein
in lawful aoney of the United States of America,
being interest then due on its CITY OF PALO ALTO
GOLP COURSE CORPORATION LEASE REVENUE BOND, SERIES
1978, dated February 1, 1978.
$ ______ _
No.
coupon No.
Treasur_er
(Y)
\
$ ______ _
EXHIBIT •c•
(Form of Pully Registered Bond)
CITY OF PALO AL'l'O GOLF COURSE CORPORATION
LEASE REVmro8 BONDS, SERIES 1978
No. R ----
1.'he City of Palo Alto Golf Course corporation, a nonprofit
~orporation duly organized and existing under the General Nonprofit
Corporation Law of the State of California (herein called the -
•corporation•), for value received, hereby promises to pay (but only
out of the Revenues hereinafter referred to) to _
or_ registered assigns, on February 1, (subject to any right of
prior redemption here~nafter prov~ded for), the principal sum
of Thousand Dollars ($_ ) in lawful 11aney of
the Unltea States of America, and to pay interest thereon in like
lawful Maney froa the interest payment date next preceding the date
of registration of this Bond (unless this Bond is registered on an
interest pityment date, in which event it shell bear interest from
such date of registration, or unless this Bond is registered prior
to August 1, 1978, in which event it shall bear interest frOll
February 1, 1978) until payment of such principal sum in full-at the
rate of percent ( ') per annum, payable seaiannually on
August 1 and Pebruary l in each year. Both the principal hereof and
interest hereon are payable at the principal office of the Piscal
Agent of the Corporation, in San Francisco, California.
'l'his Bond is one of Series 1978 of a duly authorized issue
of bonds of the Corporation designated as the •city of Palo Alto
Golf Course Corporation Lease Revenue Bonds, Series 1978• (herein called the •Bonds•), of an aggregate principal amount of One
Million Seven Hundred Fifty Thousand Dollars ($1,750,000), all of
like tenor and date (ezcept for such variations, if any, as may be
required to designate varying numbers, maturities, interest rates or
redemption provisions) and all issued pursuant to the provisions of
the articles of incorporation and by-laws of the Corporation, and
the General Nonprofit Corporation Law of the State of California
(herein called the •Law•) and pursuant to a Resolution of the
Corporation adopted on · -, 1977 (herein called the
•aeaolution•) authorizing the issuance of the Bonds. Additional
Bonda aay be issued.on a parity with the Bonds, but only subject to
the ter .. of the Resolution. Reference ls hereby aade to-the
Resolution (a copy of which is on file at said off ice of the Fiscal
Agent) and all resolutions supple••ntal thereto and to the-Law for a
4eacription of the teraa on which the ISonde are isaued, the
BXBIBI'l' •c•
(i)
.. \
i
1·
provisions with regard to the nature and extent of th~ Revenues, as
that tera ia defined in the Resolution, and the rights thereunder of
the bearers and registered owners of the Bonds and the bearers of
the appurtenant coupons ana the rights, duties and i .. unities of the
Piacal Agent and the rights and obligations of the Corporation
thereunder, to all of the provisions of which Resolution the
registered owner of this Bond, by acceptance hereof, assents and
agrees.
This Bond and the interest hereon and all other Bonds and
the int.tJrest thereon (to the extent set forth in the Resolution) are
payabl& from, and are secured by a charge and lien on, the Revenues
derived by the Corporation from the Golf Course Facility (as those
teras are defined in the Resolution). As and to the extent set
forth in the Resolution, all such Revenues are exclusively and
irrevocably pledged to and constitute a trust~ fund, in accordance
with the terms hereof and the provisions of the Resolution and the
Law, for th~ security and payment or redemption of, and for the
security and payment ·of interest on, the Bonds: but nevertheless, in.
accordance with the Resolution, out of Revenues certain amounts may
be applied for other purposes as provided in the Resolution.
This Bond is not a debt of the City of Palo Alto, the State
of california, or any of its political subdivisions and neither said .
City, said State, nor any of its political subdivisions is liable
hereon nor i1 any event shall this Bond be payable out of any funds
or properties other than those of the Corporation.
The rights and obligations of the corporation and the
holders of the Bonds aay be •odif ied or amended at any tiae in the
•anner, to the eztent and upon the teras provided in the Resolution,
but no such aodification or aaendllent shall permit a change in the
teras of redemption or •aturity of tbe principal of any outstanding
Bond or of any installaent of interest thereon or a reduction in the
prfncipal amount or the redemption price thereof or in the rate of
interest thereon without the consent of the holder of such Bond, or
shall reduce the percentages or otherwise affect the classes of
Bonda the consent of the holders of which is required to effect any
such llOdif ication or aaencblent.
The Bonds are subject to redeaption on any interest payment
date without preaiua under the circuaatances prescribed and as
provided in t~e Resolution, at the option of the Corporation, as a
whole or in part, thro~9b the application 9f proceeds of insurance
and eminent domain proceedings. Bonds due on or before February 1,
1988, are not otherwise subject to redemption before their
respective stated aaturities. Bonds due on or after February 1,
1989, are also subject to redeaption prior to their respective
stated aaturitiea from any source of available funds at the option
_(ii)
. )
of the Corporation on any interest payment date on or after Febru-
ary l, 1988, as a whole, or in part in inverse order of maturity and
by lot within a maturity, at the principal amount thereof and
accrued interest thereon to the date fixed for redemption, plus a
preaiwa of one-quarter of one percent (1/4 of 11) of such principal
amount for each year or fraction thereof remaining between the date
fixed for redemption and the date of maturity of the Bonds, provided
that such premium shall not exceed three percent (31).
As provided in the Resolution, notice of redemption shall
be given by publication (unless no Bonds are outstanding except
registered Bonds) at least once a week for two successive weeks in a
financial newspaper or journal, printed in the English language and
circulated in New York, New York, the first such publication to be
not less than thirty nor more than sixty days before the redemption
date. Notice of redemption shall also be mailed not less than
thirty nor more than sixty days prior to the redemption date to the
-registered owner of this Bond at the indicated address appearing on
the bond registration books, but neither failure to mail such notice
nor any defect in the notice so mailed shall affect t~e sufficiency
of the proceedings for redemption.
If this Bond is called for redemption and payment is duly
provided therefor as specified in the Resolution, interest shall
cease to accrue hereon from and after the date fixed for redemption.
If an event of default, as defined in the Resolution, shall
occur, the principal of all Bonds may be declared due and payable
upon the conditions, in the manner and with the effect provided in
the Resolution but such declaration and its consequences may be
rescinded and annulled as further provided in the Resolution.
The Bonds are issuable as coupon Bonds in the denomination
of $5 ,0_00 and as fully registered bonds without coupons in the
denoainatlon of $5,000 and any integral multiple thereof. Subject
to the llaitat!ons and conditions and upon payment of the charges,
if any; as provided in the Resolution, fully registered Bonds may be
exchanged for a like aggregate principal amount of coupon Bonds of
the same aaturity or for a like aggregate principal amount of fully
registered Bonds of other authorized denoainations and of the saae
aaturity, and coupon Bonds aay be exchanged for a like aggregate
principal amount of fully registered Bonds of authorized
denominations and of the saae aatur i ty •. ·
This Bond is transferabl~ by the registered owner hereof,
in person or by his attorney duly authorized in writing, at said
office of the Fiscal Agent, but only in the 11&nner, subject to the limitations and upon payaent of the charges provided in the ..
Resolution, and upon surrender and cancellation of this Bond. Upon
such transfer a new fully registered Bond or Bonda without coupons,.
(iii)
. \
of authorized denomination 9r dennminations, for the same aggregate
principal amount and of the sa•e maturity will be issued to the
transferee in exchange herefor.
The Corporation and the Piecal Agent aay treat the
· registered owner hereof as the absolute owner hereof for all
purposes, and the Corporation and the Piscal Agent shall not be
affected by any notice to the contrary. .
It is hereby certified that all of the conditions, things
and acts required to exist, to have happened or to have been
performed precedent to and in the issuance of this Bond do exist,
have happened and have been performed in due and regular tiae, form
and manner as required by the Law and the laws of the State of
California, and that the aaount of this Bond, together with all
other indebtedness of the Corporation., does not exceed any limit
prescribed by the Law or any laws of the State of California, and is
not in excess of the aaount of Bonds permitted to be issued under
the Resolution.
This Bond shall not be entitled to any benefit under the
Resolution or become valid or obligatory for any purpose until the
certificate of authentication and registration hereon endorsed shall have been signed by the Plscal Agent.
IR WITNESS WBBRBOP, the City of Palo Alto Golf Course
Corporation has caused this·Bond to be executed in its naae and on
its behaif with the signature of its President and its seal to be
reprodvced hereon and attested by its Secretary, all as of Febru-ary l, 1978.
CITY OP PALO ALTO
GOLi' COURSE CORPORATION
By --------~---,.....----:0-----~~ President
(Seal)
Attest:
Secretary·
(iv)
. . .. .
(Porm of Piscal Agent's Certificate of Auth~ntication
and Registration to Appear on Registered Bonds)
This is one of the Bonds described in the within-mentioned
Resolution which has been authenticated and.registered this
day of • ---
as Fiscal Agent
By ~~----..----~--"'2"'1 .... ..----~~ Authorized Officer
(Pora of Cor~esponding cou~n Bond Endorsement)
Notice: Ho writing below except by the Fiscal Agent!
This Registered Bond is issued in lieu of or in
exchange for coupon Bond(s) of this issue, interest
rate and maturity, nUJ1bered
In the denomination of ~s,doo each, not contemporane-
ously outstanding aggregating the face value hereof:
and coupon Bond(s) of this issue and ·of the same
interest rate and aaturity aggregating the f~ce value
hereof (and bearing the above serial number(s) which has (have) been reserved for such coupon Bond(s)) will
be issued in exchange for this Register~~ Bond and
upon surrender and cancellation hereof a~d upon
payment of charges, all as provided in the within-
aentioned Resolution.
(Por• of Assignment)
Por value received the undersigned do(es) hereby sell,
asalgn and transfer unto the within-me~tioned Registered 80nd ana hereby 1rrevocaD1y
constitute(&) and appoint(&) attorney,
to transfer the same on the books of the Piscal Agent with full ·
power of substitution in tbe preaises. _
Dated:
Rote: The aignature(s) on this Asslgnaent aust correspond with the
naae(a) as written on the face of the within Re9istered Bond
in every p~rticular, without alteration or enlargeaent or any chaft9e whatsoever.
v
WJML~XIJ:shw _ 9-1-77
ARTICLES OF INCORPORATION
CITY OF PALO ALTO GOLF COURSE CORPORATION
I
The name of this Corporation shall be City of Palo Alto
Golf Course Co1rporation.
II
The purposes for which this Corporation is formed are:
a) The specific and primary purposes for which this Corpora-
tion is formed are: ·
l. To render financial assistance to the City of Palo Alto,
California, a municipal corporation organized and existing
under the laws of the State of California, (herein referred
to as •city•) by financing, acquiring, constructing and
improving a public municipal golf course and recreation
faciiity in the City.
2. To acquire, by lease, purchase or otherwise, real estate
located in the City or any interest therein; to construct
Or otherwise acquire and/or equip buildings, 'Structures or
improvements thereon which may be utilized for public golf
course and recreation purposes and (by sale, lease, sub-
lease or otherwise) make any part or all of such properties
available to or for the benefit of the public, the City or
any one or more departments, commissions or aqericies of
the City.
3. To promote the common good and general welfare of the City,
and the inhabitants and commercial and other enterprises
of the City and the surrounding territoriee in the City,
by providing the aforesaid .facilities-as hereinbefore
described.
4. To borrow the necessary funds to pay the cost of financing,
acquirinq, constructinq, improving, 'maintaining and oper-
ating such properties and faciiities, the indebtedness for
which borrowed money may be e~idenced by securities of
this Corporation of any kind o~ ·character issued at any·
one or more times, which may be either unsecured or secured
by any mortgage, trust deed or other lien upon any part or
all of the properties and assets at any time-then or
thereafter owned or acquired by this Corporation.
,. --·--------------------~__;_------~----.;.-----------
. . ·-r
5. To conduct its business and affairs'so as to ultimately
vest in the City all right, title and interest of this
Corporation, in or to all of its properties and assets
(subject only to any liens, charges or encumbrances that
may then exist thereon and-also subject to any rights or
claims of any creditors of this_Corporation)1 in order that
the City may acquire such properties and assets either with-
out any consideration on its part or upon such other basis
as may be mutually agreed upon by this Corporation and
the City, provided that whenever this Corporation shall -
have fully paid all of its indebtedness inc~rred in con-
nection with the issuance of its bonds to be issued ini-
tially in order to finance the acquisition, construction
and improving of said public municipal golf course and
recreation facility (otherwise than in connection with
any retunding or refinancing of such bonds), then upon
the request of the City this Corporation shall effect a
transfer to the City of all of the properties and affairs
of the Corporation.
6. To conduct the business and affairs of this Corporation
so that no profit or income from the operation thereof
shall inure to any member of this Corporation and no
distribution shall ever be made of any of the properties
or assets of this Corporation to any member t.."lereof.
b) The general purposes and powers are to have and exercise
all rights and powers now or hereafter conferred on nonprofit
corporations under the laws of the State of California, provided,
however, that this Corporation shall not, except to an insubstan-
tial degree, engage in any activities or exercise any powers that
are not in furtherance of the specific and primary purposes of
this Corporation, pxovided, however, that this Corporation shall
not have the power to, and shall not, do any act or conduct any
activity, plan, scheme, design, or course of conduct which in
-any way conflicts with Section SOl(c) (2) or (3) of the Internal
Revenue Code of 1954, as amended, and its regulations as they now
exist or as they may hereafter be amended including, but not limited
to, the following prohibitions:
-2-
:;
.. _
1. No part of the net earnings of the Corporation shall inure
to the benefit of any member, director or officer.
2. No substantial part of the activities of the Corporation
shall, in any way, consist in the carrying on of propa-
ganda, or otherwise attempting, to influence legislation.
3. The Corporation shall.not, either directly or indirectly,
participate in, or intervene in (including the publishing
or distributing of statements), any political ca1Dpaign on
t~half of or in opposition to any candidate for public
office •.
4. The property of the Corporation must be used exclusively
for charitable, educational, or other public purposes,
including without limitation the continuing operation
of the public municipal golf course presently owned and
operated by the City of Palo Alto.
5. The property of the Corporation shall not be used or operated
so as to benefit any officer, trustee, director, shareholder,
member, employee, contributor or bondholder, or the owner
or operator, or ariy other person, through the distribution
of profits, payment of excessive charges or compensation,
or the more advantageous pursuit of their business or pro-
fession.·
6. The property of the Corporation shall not be used by the
owner or members thereof for fraternal or lodge purposes,
or fer social club purposes.
7. The Corporation shall not in any other manner afford
pecuniary gain, incidental or otherwise, to its members.
a. The Corporation shall distribute lts income for each taxable
year at such time and in such maniler as not to become sub-
ject to the tax on undistributed income imposed by Sec-
tion 4942 of the Internal Revenue COde of 1954, as amended,
or corresponding provisions of any subsequent Federal tax
laws.
9. The Corporation shall not engage in any act of self-
dealing as defined in Section 494l(d) of the Internal
Revenue Code of 1954, as amended, or corresponding pro-
visions of any subsequent Federal tax laws~
10. The Corporation shall not retain ~ny excess business holdings
as defined in Section 4943(c) of the Internal Revenue Code
of 1954, as amended, or corresponding prov~~tons of any
subsequent Federal tax laws.
11. The Corporation shall not make any investments in such
manner as to subject it to tax under Section 4944 of the
-3-
. • . -
. .
Internal Revenue Code of 1954, as amended, or corresponding
provisions of any subsequent Federal tax laws.
12. The Corporation shall not make any taxable expenditures
as defined in Section 4945{d) of the Internal Revenue
Code of 19S4, as amended, or corresponding provisions of
any subsequent Federal tax laws.
Provided further, that the Corporation shall conduct its business
and affairs in such a manner as to vest in-the City of Palo Alto,
California, not later than the final payment of the borrowings
made to carry out the specific and primary purposes of the Car-
.poration, all right, title and interest in the Corporation and to
the facilities acquired or developed by such borrowings.
III
This Corporation is organized pursuant to the General Non-
profit Corporation Law of the State of California.
IV
The County in the State of California where the principal
off ice for the transaction of the business of this Corporation is
located is·santa Clara County.
v
The names and addressess of the persons who are to act in
the capacity of Directors until the selection of their successors
are:
NAME
Robert o. Davis
ADDRESS
870 Ames Street
Palo Alto CA 94303
415/494--6347
-4-
• -
Henrietta Ferry
George Hartley
Jane Haugse
Donna Josse
_ 2550 Marshall Drive
Palo Alto CA 94303
415/325-0146
3388 St. Michael Drive
Palo Alto CA 94303
415/494-2360
802 Center Drive
Palo Alto CA 94301
415/326-0951
974 Elsinore Court
Palo Alto CA 94303
415/328-0675
VI
The authorized number and qualifications of members of
the Corporation, the different classes of membership, if any,
the property, voting and other rights and privileges of members
and their liability to dues and assessments and the method of
collection thereof, shall be as set forth in the By-Laws.
VII
This Corporation is one which does not contemplate pecuniary
gain or profit to the members thereof and it is organized solely
for nonprofit purposes. During the continuance of this Corpora--
tion, it may dist~ibute any of its assets to the City of Palo Alto.
If for any reason the City is unable or unwilling to accept the
assets of the Corporation, said assets will __ be distributed to 'the
United States of America, the State of California, or any political
subdivision thereof, to a nonprofit fund, foundation or corporation
which has established its tax-exempt status under S6~tion 50l(c)(2)
or Section 50l(c)(3) of th~ Internal Revenue Code ~f 1954, as
amended. Upon the dissolution or winding up of ~his Corporation,
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its assets remaining after payment of, or provision made for the
payment of, all debts and liabilities of this Corporation, shall
be distributed to the City of Pi.~o Alto, California. If for any
reason the City of Palo Alto is unable or unwilling to accept the
assets of the Corporation, said assets will be distributed to the
United States of America, the State of California, or any p<:>liti-
cal subdivision thereof, to a nonprofit fund, foundation or
corporation which h~s established its tax-exempt status under
Section 50l(c) (2) or Section 50l(c) (3) of the Internal Revenue
Code of 1954, as amended.
VIII
No proposed amendment to these Articles of Incorporation
shall be effective if it is disapproved by the Council of the City
of Palo Alto, California, within 30 days of receipt of the Council
of notice of such proposed amendment.
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.. -. . -
IN WITNESS WHEREOF, the undersigned, being the persons
hereinabove named as the first directors, have executed these
Articl~s of Inco~ration, this /SI-day of ~£P/€A.J3E/"( , 1977.
Robert O. Davis
i .. -·---\
,.7 . .(...~/u
I
STATE OF CALIFORNIA )
) SS.
COUNTY OF SANTA CLARA )
On this _j_S/, day Of s€1"7€PJ~, 1977, before me, A
Notary Public for the State of CalifOrnia, with principal office in
Santa Clara County, personally appeared ROBERT O. DAVIS, HENRIETTA
FERRY, GEORGE HARTLEY, JANE HAUGSE, and DONNA JOSSE, known to lie
to be the persons whose names are subscribf!d to the within Article•
of Incorporation, and acknowledged to me that they executed the .....
IN WITNBSS WHEREOF, I have hereunto set my hand and affixed
my official seal on the day and year first above written.
;'!.!1 i:. :· 1':•!1 A•• .• l-::1.> AJ ·•. ; .\ '.-t.:01
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~a~~. ~otary ~c in and tor Eh•
County of anta Clara
,.
BY-LAWS
OF
WJML;KIJ:shw 9-1-77
CITY OF PALO ALTO GOLF COURSE CORPORATION
ARTICLE I
Off ices and Seal
Section 1. Offices. The principal office for the transaction
of business of the corporation shall be City Manager's office, the
Civic center, 250 Hamilton Avenue in the City of Palo Alto, State
of California. The Board of Directors may, however, fix and change
from time to time the pri~~ipal office from one location to another
within the City of Palo 1.1 t.o by noting the change of address in
the minutes of the meetL'lq of the Board of Directors at which the
address was fixed or chnnsed. The fixing or changing of such
address shall not be d~emed an amendment to these By-Laws.
Section 2. Sea1. The corporation shall have·a seal, consisting
of two (2) concentri~ circles with the words •city of Palo Alto
Golf Course Corporation", together with the date of incorporation
of this corporation.
ARTICLE II
Membershi_p
Section l. Members. There shall be one class of members in
corporation who shall be the Directors of the corporation.
Section 2. Tel:mination of Membership. Death, resignation,
or removal of any Director as provided in these By-Laws shall-
automatic:ally terminate membership of such person in this corpora-
tion. Election of a successor Director as provided in these By-
Laws shall likewise operate to elect such Director to the member-
ship of this corporation. -
section 3. Voting. Voting at meetings may _be by voice or by
ballot; provided, iiOWever, that all elections for Directors must
be by ballot upon demand made by a member at any ~lection and
before voting begins.
· Section 4. Property Interest of Members. No member of the
corporation shall have any right, title or interest in or to any
property or assets of the corpc)ration either prior to or at the
time of any liquidation or dissolution of the corporation, all of
which properties and as~ets shall at the t~ of any liquidation
or dissolution vest in the City of Palo Alto, county of Santa
Clara, State of California, (herein called the "City") as pro-
vided in the Articles of Incorporation of the corporation.
Section ~· Nonliability for Debts. The private property
of tfie members shall be exempt from execution or other liability
for any debts of the corporation and no member shall be liable
or responsible for any debts or liabilities of the cornoration.
ARTICLE III
Meetings of Members
Section 1. Place of Meeting. All meetings of the members
shall be held at the principal off ice for the transaction of
business of the corporation, or at any other place within or
without the State of California, which is now or may hereafter
be designated by the Board of Directors, or by the written con-
sent of all the members entitled to vote thereat, at a place
where the corporation may maintain an off ice or which may here-
after be designated as a place for holding such meetings.
Section 2. Annual Meeting. The annual meeting of the mem-
bers-shall be held on the third--TUesday in September of each
year at the hour of 3:00 p.m., or at such time as the Board of
Directors may from time to time determine, for the purpose of
electing Directors and for the transaction of such other busi-
ness as may properly come before the meeting.
Should said day fall upon a legal holiday, the annual meeting
of the membership shall be held on the next business day _there-
after at the same hour and place.
Section 3. Special Meetings. A meeting of the members for
any purpose whatsoever may be called at any time by the Presi-
dent or by a majority of the Board of Directors or by members
holding not less than one-fourth of the voting power of the cor-
poration. Upon such call in writing, stating the business to be
transacted at the special meeting mailed to the principal office
of the corporation by registered mail, or delivered to the Presi-
dent, Vice President or Secretary, it shall be the duty of the
Secretary to cause.notice to be given to the members of the meeting
to be held, not less than ten days nor more than sixty days after
the receipt of such a request.
Section 4. Notice of Meetings. A notice of each annual and
special meeting of the members shall be given in writing by the
Secretary or in case of his failure or refusal, by any other offi-
cer or any Director; shall specify the place, time, day and hour
of the Jlle('.!ting, and in the case of special meetings, the nature
of the business to be transacted. Notice shall be given in
writing to every member of the corporation, either per~onally or
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or dissolution vest in the City of Palo Alto, County of Santa
Clara, State of California; (herein called the "City") as pro-
vided in the Articles of Incorporation of the corporation.
Section 5. Nonliability for Debts. The private property
of tfie members shall be exempt from execution or other liability
for any debts of the corporation and no member shall be liable
or responsible for any debts or liabilities of the corporation.
ARTICLE III
~etings of Members
Section 1. Place of Meeting. All meetings of the members
shall be held at the principal off ice for the transaction of
business of the corporation, or at any other place within or
without the State of California, which is now or may hereafter
be designated by the Board of Directors, or by the written con-
sent of all the members entitled to vote thereat, at a place
where the corporation may maintain an off ice or which may here-
after be designated as a place for holding such meetings.
Section 2. Annual Meeting. The annual meeting of the mem-
bers shall be held on the thlrd Tuesday in September of each
year at the hour of 3:00 p.m., or at such time as the Board of
Directors may from time to time determine, for the purpose of
electinq Directors and for the transaction of such other busi-
ness as may properly come before the meeting.
Should said day fall '._)On a legal holiday, the annual meeting
of the membership shall be held on the next business day .there-
after at the same hour and place.
Section 3. Special Meetings. A meeting of the members for
any purpose Whatsoever may be called at any time by the Presi-
dent or by a majority of the Board of Directors or by members
holding not less than one-fourth of the voting power of the cor-
poration. Upon such call in writing, stating the business to be
transacted at the special meeting mailed to the principal office
of the corporation by registered mail, or delivered to the Presi-
dent, Vice President or Secretary, it shall be the duty of the
Secretary to cause notice to be given to the members of the meeting
to be held, not less than ten days nor more than sixty days after
the receipt of such a request.
section 4. Notice of Meetings. A noti~e of each annual and
special meeting of the members shall be given in writing by the
Secretary or in case of his failure or refusal, by a~y other offi-
c~ or any Director; shall specify the place, time, day and hour of the meeting, and in the case of special meetin9s, the nature
of the business to be transacted. Notice shall be given in
writing to every member of the corporation, either per~nally or
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by sending a copy thereof through the mail or by _telegraph,
postaqe or charges prepaid, to the member's address appearing
on the books of the corporation, -at least five and not more
than ten days: prior to the date fixed for such meeting. Notice
shall be completed upon mailing.
In lieuof notice by mail, notice may be given by publica-
tion thereof in a newspaper c1f general circulation at Palo Alto,
California, at least five but not more than ten days prior to
the date fixed for such meeting.
A notice of each annual and special meeting of the members
shall also be given in writing, at least ten days prior to the
date fixed for such meeting, as provided in this section, to the
Council of the City of Palo Alto, and any councilmember may
attend and make comments and recommendations at any meeting of
the members of the corporation.
Section 5. Consent of Absentees. The transactions of any
meetfng of members, however called and noticed, are as valid as
though done at a meeting duly held after regular call and notice,
if a quorwnt as hereinafter defined, is present in person or by
corporate agent and if, either before or after the meeting each
of the persons entitled.to vote but not present in person or by
corporate agent, signs a written waiver of notice or a consent to
the holding of the meeting, or an approval of the minutes thereof.
All such waivers, cons~nts or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section 6. Quorum. A majority of the members shall consti-
tute a quorum for the transaction of business at any meeting.
The members present at a duly held meeting at which a quorum is
present may continue to do business until adjournment, notwith-
standing the withdrawal of enough members to leave less than a
quorum.
section 7. Designation of Corporate Agent. All designations
of the corporate agel"!t. of any corporate member shall be filed
with the Secretary of the corpdration at the office of the cor-
poration and the designation of such person as agent shall con-
tinue until the corporation redesignates a different individual
as its agent for the purpose of exercising the privileges of
membership.
Section 8. Voting. Each member shall be entitled to only
one vote upon each matter submitted ~o a vote at a meeting of.
the members. All questions shall be decid&d by a vote of a
majority of the members voting thereon in person or by proxy,
except as otherwise provided by law, the Articles of Incorpora-
tion or these By-Laws.
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Section 9. Order of Business. The order of business at
the annual meeting of the members and, so far as possible, aL
all other meetings of the members, shall be essentially as
follows, except as otherwise determined by the members at such meeting: ·
a. Report on the number of members present in person or by
proxy in order to determine the existence of a quorum.
b. Reading of the notice of the meeting and proof of the
mailing thereof, or the waiver or waivers of notice of
the meeting, as the case may be.
c. Reading of unapproved minutes of previous meetings of
the members and the taking of necessary action thereon.
d. Presentation and consideration of reports of officers,
trustees and committees.
e. Election of directors.
f. Unfinished business.
q. New business.
h. Adjournment.
ARTICLE IV
Directors
Section 1. Powers. Subject to the limitations of the Arti-
cles of Incorporation of this corporation, the terms of these
By-Laws, and the laws of the State of California, the powers of
this corporation shall be vested in and exercised and its pro-
perty controlled and its affairs conducted by the Board of Direc-
tors.
Section 2. Number. The corporation shall have five (5)
Directors who shall be members of the corporation. Directors
are collectively to be known as the Board of Directors. The
number of Directors may be changed or fixed within the limits
provided for in the Articles and these By-Laws~ by a By-Law or
amendment thereof duly adopted by the members or by the Board
of Directors.
Section 3. Qualifications of Directors. Directors other
than those named In the Articles of Incorporation wt.o shall serve
until the first meeting of members shall be elected by the members
at their annual meeting for one year terms.and shall serve until
the election and qualification of their successors. Vacancies
on the Board.shall be filled by the remaining Directors or
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Director, though less thi\n ,, quorum, c!nd persons so appointed
shall serve the unexpired term until their successors are elected
and qualified. -
Notice of the names of nominee3 for the election of Directors
or appointment of Directors to fill vacancies shall be sent to
the Council of the City of Palo Alto, California, in writing as
provided in Article III, Section 4. No Director shall be elected
by the the members and no vacancy shall be filled by the remaining
Director or Directors if his name is disapproved by the Council
of the City of Palo Alto, California, within 30 days of receipt
by ~he Council of the notice of the name of such nominee.
The Board of Directors shall be so constituted that each of
the following organizations is represented thereon:
Palo Alto Golf Club
Palo Alto Women's Golf Club, Inc.
Palo Alto Senior Men's Golf Club
Palo Alto Women's Monday 9 Hole Golf Club
Palo Alto Women's Wednesday 9 Role Golf Club
Section 4. Compensation. Directors shall serve without com-
pensation but each Director may be reimbursed his necessary and
actual expenses, including travel incident to his services as
Director. Any Director may elect, however, to decline said reim-
bursement.
Section 5. Organization Meetings. Immediately following
the annual meeting of members or any special meeting of the mem-
bers at which Directors shall have been elected, the Directors
shall meet for the purpose of organizing the Board, the election
of officers and the transaction of such business as may come be-
fore the meeting. Pending such organization meeting, all offi-
cers of the corporation shall hold over, except any officer re-
quired by law or these By-Laws to be a Director and who does not
qualify as a Director. A Directer elected at such meeting of
members shall forthwith become a member of the Board of Directors
for purposes of such organization.
In the event such an organization meeting shall not be held
immediately following such meeting of members, it shall there-
after be held at the next regular meeting or at a special meeting
and notice thereof shall be given in the manner provided in Sec-
tion 8 hereof for notice of special meetings.
Section 6. Regular and Organizational. i'Ieetings. Regular
meetings of the Board of Directors shall-be held at such time as
the Board may fix by resolution from time to time, and if any day
so fixed shall fall-upon a legal holiday, then, upon the next
succeeding business day at the same hour. No notice of any regu-
lar meeting of the Board of Directors need be given.
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No notice of an organizational meeting of the Board of
Directors, held immediately,f.ollowing the annual.meeting of the
members on or after any specLal meeting of the members at which
Directors shall have been elected, need· be given; provided, that
if such an organizational meeting is not held immediately fol-
lowing such meeting of the members, then notice thereof shall be
given in a manner provided in Section 8 of this Article, in the
same manner as notice of special meetings and provided further,
that notice of regular and organizational meetings of the Board
of Directors shall be given, in the manner provided in Section 8
of this Article, to the Council of the City of Palo Alto, Cali-
fornia and any Councilm~..m.ber may attend and make comments and
recommendations at any such meeting.
Section 7. Special Meetings. Special meetings of the Board
of Directors shafl be held whenever called by the Chairman of the
Board, the President, any Vice President, or by any three members
of the Board of Directors.
Section 8. Notice of Special Meetings. Notice of the time
and place of each special meeting of the Board of Directors shall
be given personally or by mail or telegraph or other written form
of communication to each Director at least two days before the
date of the meeting. No notice of the objects or purposes of
any special meeting of the Board of Directors need be given, and
unless indicated in the notice thereof, any and all business may
be transacted at a special meeting.
Notice of special meetings shall be given in the same manner
as provided in this section to the Council of the City of Palo
Alto, California, and any Councilmember may attend and_ make com-
ments and recommendations at any such meeting. ·
Section 9. Consent to Meetings. The transactions of the
Board of Directors at any meeting however called and noticed
or wherever held, shall be as valid as though done at a meeting
duly held after call and noticed if a quorum be present and if
either b~fore or after the meeting each Director not present _
siqns a written waiver of notice, or a consent to the holding
of such meeting or approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate
records and made a part of th.e minutes of the meeting.
Section 10. Action Without Meetin2. Any action required or
permitted to be taken by the ~ard of Directors under the provi-
sions of pertinent laws of the State of California er as provided
·for in Articles or By-Laws of this _corporation, may be taken with-
out a meeting if all members of the Board shall inctividually or
collectively consent in writing to such action. such written
consent or consents shall be filed with the minutes of the pro-
eeedinqs of the Board. Such action by written consent shall have
the same force and effect asaunanimous vote of such Directors.
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Any certificate or other document filed under any provision of
this section which relates to action so taken, shall state that
the.action was taken by the unanimous written consent of the
Board of Directors without a meeting, and that the Articles of
Incorporation or By-Laws authorize Directors to so act.
· · Notice of such action taken without a meeting shall be sent
to the Council of the City of Palo Alto, California, in writing
as provided in Article III, Section 4, and any Councilmember may
attend the following regular or special meeting of the Board of
Directors to make comments and recommendations regarding such
action taken without a meetin~.
Section II. Quorum. A quorum shall consist of a majority
of the members of the Board of Directors unless a greater number
is expressly required by statute, by the Articles of this cor-
poration, or by these By-Laws. Every act or decision done or
made by a majority of the Directors present at a meeting duly
held at which a quorum is present, shall be the act of the Board
of Directors.
Section 12. Resignation and Removal of Directors. Any Di-
rector of this corporation may resign at any time by giving writ-
ten notice to the .President or to the Board of Directors. Such
resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such re-
siqnation shall not be necessary to make it effective. Any
Director may be removed by the members at any annual meeting or
at any special meeting of the members, the notice of which, among
other things, .indicates that the removal of a Director will be
proposed and acted upon at such meeting. Grounds for removal of
a Director shall be (1) unexcused absence for four consecutive
meetings of the Board of Directors; and (2) commission of an
act which tends to discredit this corporation.
Section 13. Vacancies. Subject to the provisions of Sec. 3
of Article 'IV, any vacancy in the Board of Directors occurring
may be filled for the unexpired portion of the term by the
Directors then serving, although less than a quorum, by affirma-
tive vote of the majority thereof. Any Director elected ~~ fill
an increase in the number of Directors shall hold office until
the election of his successor.
Section 14. Nonliability for Debts. The private property
of tfie bfrectors shill be exempt from execution or other lia-
bility for any debts of th~ corporation and no Director shall
be liable or responstble for any debts or liabilities of the
corporation.
Section 15. Indemnit!mby Corporation for Litiyation· Ex~nses
of O!ficu, Directors or ~ployee. Should any Director, ofl:cer
or employee of tfie corporation be sued, either alone or with others,
because he is or was a member, director, officer or employee of the
corporation, in any proceeding arising out of _his alleged mis-
feasance or nonfeasance in the performance of his duties or out
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of any alleged wrongful act against the corporation or by the
corporation, indemnity. for his reasonable expenses, including
attorneys 1 fees incurred in the defense of the proceeding, may
be ass~ssed against the corporation, its receiver, or its director,
by the court in the same or a sepaT.ate proceeding if (1) the person
sued is successful in whole or in part, or the proceeding against
him is settled with the approval of the court; and (2) the court
finds that his conduct fairly and equitably merits such indemnity~
The amount of such indemnity shall be so much of the expenses,
includinq attorneys' fees, incurred in the defense of the pro-
ceeding, as the court determines and finds to be reasonable.
ARTICLE V
Officers
Section l. Offi,cers. The officers of the corporation shall
be a President, a vice President, a secretary, a Treasurer, and
such other officers as the Board of Directors may appoint. When
the duties do not conflict, one person, other than the President,
may·hold more than one of these offices. The Corporation may also
have, at the discretion of the Board of Directors, a Chairman of
the Board~ one or more additional Vice-Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers.
Section 2. Election of Officers. The officers of the corpora-
tion sflill be chosen annually by the Board of Directors and each
shall hold office until he shall resign or shall be removed or
otherwise disqualified to serve under the provisions of Article IV,
Secti~n 5, or his successor shall be elected and qualified to serve.
Section 3. Subordinate Officers. The Board of Directors may
elect or authorize the appointment of such other officers than
those hereinbefore mentioned as the business of the corporation
may require, each of whom shall hold office for such period, have
such authority and perform. such duties as are pcovided in these
By-Laws, or as the Board of Directors from time to time may author-
ize or determine.
Seetion 4. Removal of Officers. Any officer may be removed,
either with or without cause, by a majority of the Directors then
in office at any regular or special meeting of the Board, or, except
in the case·of an officer chosen by the Board of Directo:s, by any
officers upon whom such power of removal may be conferred by the
Board of Director_s ~ Should a vacancy occur in any office as a result
of death, resignation, removal, disqualification or any other cause,
the Board of Directors may delegate the powers and duties of such
off ice to any off ieers or to any Directors until such time as a
successor for said office has been elected and appointed.
Section 5. Chairman of the Board. The Chairman of the Board,
if there shill be such an officer, shall preside at all meetings of
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the Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned to him by the
Board of Directors or be prescribed by the By-Laws.
Section 6. President. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman
of the Board, if there be such an officer, the President shall be
the ch_ief corporate officer of the corporation and shall, subject
to the central of the Board of Directors, have general supervision,
direction, and control of the business and officers of the corpora-
tion. He shall preside at all meetings of the members and in the
absence of the Chairman of the Board, or if there be none, at all
meetings of the Board of Directors. · He shall be ex-officio member
of all standi119 committees, including the Executive Committee, ~d
shall have the general.powers and duties of management usually vested
in the office of President of a corporation and shall have such other
powers and duties as may be prescribed by the Board of Directors or
by these By-Laws.
Section 7. Vice President. In the absence or disability of the
President, the vice President, or the Vice Presidents in order of
·their rank as fixed by the Board of Directors, or if not·ranked,
the Vice President designated by the Board of Directors, shall per-
form all the duties of the President and when so actinq shall have
all the powers of and be subject to all of the restrictions upon
the President. The Vice Presidents shall have such other powers
and perform such other duties as may from time to time be prescribed
for, them, respectively, by the Board of Directors or by these By-
Laws.
Section 8. Secretary. The Secretary shall keep or cause to
be kept a book of minutes at the principal off ice or at such other
place as the Board of Directors may order, of all meetings of the
Directors and of the members, with the time and place.of holding,
whether regular or special, and if special, how authorized, the
notice thereof given, the names of those present at Directors'
meetings, the number of members present or represented at members'
meetinqs, and the p;r0ceedinqs thereof. The Secretary shall also
keep or cause to be kept at the principal office or such other
place as the Board of Directors may order, a membership register
showinq the names of the members and their addresses, and the
nn•ber and dat~ of cancellation of each certificate of membership
cancelled, in the event certificates of ~.embership be issued by
the corporation. The Secretary shall give-or cause to be given
notice of all meetings of the members and of the Board of Directors
of the corwration in safe custody and have such other powers and
perform such other duties as may be prescribed by the Board of
Directors or these By-Laws.
Section 9. Treasurer. The Treas&rer shall keep and maintain
or cause to 'tie kept or maintained adequate and correct account~ of
the properties and business transactions of the corporation, including
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a~counta of its assets, liabilities, receipts1 disbursements,
9aine and losses. The books of account shall at all times be
open to inspection by any Director. The Treasurer shall deposit
all moneys and other valuables in the name and to the credit of the
corpora'i:ion in r:uch depositories as may be designated by the Direc-
tors. He shall disburse the funds of the corporation as shall be
ordered by the Board of Directors, shall render to the President
and the Directors whenever they shall request it, an account of
all of his transactions as Treasurer and of the financial condition
of-the ~rporation, shall take proper vouchers for all disbursements
of the funds of the corporation, and shall have such-other pC1Wers
and perform such other duties as may be prescribed by the-Board of
Directors or by these By-Laws.
Section 10. Assistant Secretaries and Assistant Treasurers.
The Assistant Secretaries and the Assistant Treasurers in the order
of their seniority as specified by the Directors shall, in the
absence or disability of the Secretary or Treasurer, respectively,
perform the duties and exercise the powers of the Secretary or Trea-
surer and shall perform such duties as the Board of Directors shall
prescribe.
ARTICLE VI
Objects and P1lrposes
Section 1. Nature of Objects and Pu~ses. The business of
this corporation is to be operated ana co1lucted in the promotion
of its objects and purposes as set f9rth in Article II of its
I..rticles of Incorporation.
Section 2. Distribution of Assets During continuance of cor-
eoration. Darinq the continuance Of this COL-p<>ration, it DUly dis-
tribute any of. its assets to the City of Palo Alto, California. If
for any reason the City is unable or unwilling to accept the assets
of the corporation, said assets will be distributed to the United
States of America, the State of california, or any politic~l sub-
division thereof, to a nonprofit fund, foundation or corporation
which has established its tax-exempt status under Section 501_ (c) (l)
or (3) of the Internal Revenue Code of 1954, as amended.
Section 3. Dissolution. The corporation may be dissolved by
vote of the Directors, or by written consent of fifty percent or
a:>re of the numbers entitled to vote, or by the action of the Boa.rd
of Directors in accordance with tha provisions of california law,
provided, however, that no proposed dissolution shall become effec-
tive if such action is disapproved by th~ Council of the City of
Palo Alto, california, within 30 days of receipt by that Council of
such proposed action. Opon the dissolution or winding up_of this
corporation, its assets remaining after payment of, or provision
ma.de for the payment of, all debts and liabilities of this corpora-
tion, ·sr.all be distributed to the City of Palo Alto, C&lifornia.
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If ior any reason the City is unable or_ unwilling to accept the
assets of the corporation, said assets will be distributed to the
United States of America, the State of California, or any political
subdivision thereof, to a nonprofit fund, foundation or corporation
which has established its tax-exempt status_ under section SOl(c) (2)
or (3) of the Internal Revenue Code of 1954, as a.ID"'?nded.
section 4. Merger. The corporation may merge with other cor-
porations organiz~solely for nonprofit purposes, qualified and
exempt from Federal and State taxation pursuant to Section 50l(c)
of the Internal Revenue Code of 1954, as amended, and dedi~ated to
charitable purposes upon compliance with the provisions of California
Law relating to merger and consolidation, provided, however, that no -
proposed merger shall become effective if such action is disapproved
by the Council of the City of Palo Alto, California, within 30 days
of receipt by that Council of such proposed action.
ARTICLE VII
General Provisions
Section 1. Votinq Shares. The corporation ·may vote any and
all shares held by it in any other corporation by such officer,
agent or proxy as the. Board of Directors may appoint, or in default
of any such appointment, by its President or by any Vice President
who is also a Director and, in such case, such officers or any of
them, may likewise appoint a proxy to vote said shares.
Section 2. Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes or other evidences of indebted-
ness issued in the name of or payable to the corporation and any
and all securities owned by or held by the corporation requiring
signature for transfer shall be signed or endorsed by such person
or persons and in such manner as from time to time shall be deter-
mined by the Board of Directors.
Section 3. Execution of contracts. 'l'he Board of Directors,
except as i.n the By-Laws otherwise provided, may authorize any
officer, or officers, agent, or agents, to enter into any contract
or execute any contract or execute any instrument in the name of
and on behalf of the corporation and such authority may be general
or confirmed to specific instances and unless so authorized by the
Board of Directors, _no officer, agent or employee shall have any
power or authority t.c:> bind the corporation by any contract.or enga9e-
ment or to pledge it~ credit or to render it liable for any purpose
or in any amount.
Section 4. Fiscal Year. The fiscal year of the corporation
shall ~nee on the first_day of July of ·each year and shall end
on the laat day of June of each year ..
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Section S. Annual Audit. The affairs and financial condition
of the corporetion shall be audited annually at the end of each
fiscal year by a Certified Public Accountant selected by the Board
of Directors and a written report of such audit and appropriate
financial statements submitted to the Board of Directors prior to
the annual meeting of members of the corporation. Ad~itional audits
may be authorized as considered necessary or desirable by the Board
of Directors. ·
ARTICLE VIII
Exempt Activities
Notwith9tanding any other provisions of these By-Laws, no
_member, Director, officer, employee, or representative of this
corporation shall take any action or carry on any_ activity by o~
on behalf of _the corporation not permitted to be taken or carried
on by an organization exempt under Se~tion 50l(c)(2) or (3) of the
Internal Revenue Code of 1954, as amended, and ·its Regulations
as they now exist or as they may hereafter be amended.
ADOPTED by the Board of Directors September 13 , 1977 •
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CERTIFICATE OF SECRETARY
I, the _undersigned, do hereby certify:
1. That I am the duly elected and acting temporary
Secretary of the City of Palo Alto Golf course Corporation,
a California corporation; ·and
2. Th?t the foregoing By-Laws, comprising 12 paqes,
constitute a full true and correct copy of the By-Laws of
said corporation in full force and effect as of the date
hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 13th day of Septembe_r~-'
1977.
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