HomeMy WebLinkAboutRESO 5634JHHt~:KIJ:pl •
CITY OF PALO ALTfJ
SANTA CLARA COUNTY
CALIFORNIA
RESOLUTION NO. 5634
A RESOLUTION AUTHORIZiNG THE ISSUAriCE OF CITY CF PALO ALTO
ELECTRIC AND GAS REVEtiUE BONDS
Adopted ~nuary 29 , 1979
11/30/79
l2/06l/8
01/04/79
ORIGINAL
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101.
102.
103.
201.
202.
203.
204.
205.
206.
301.
302.
303.
304.
305.
306.
307.
308.
309.
310.
311.
312.
313.
• •
CITY OF PALO ALTO
SANTA CLARA COUNTY
CALIFORNIA
RESOLUTION NO. 2634
A RESOLUTION AUTHORIZING THE ISSUANCE OF CITf OF PALO ALTO
ELECTRIC ANO GAS REVENUE BONDS
TABLE OF CONTENTS
ARTICLE I
AUTHORITY AND DEFINITIONS
Authority for this Resolution •••
Resolution Constitutes Contract ••• . . . . . . . . • • 2 . . . . . . . . . . • • 2 Definitions. • • • • • • • • • •• . . . . . . . . . • • 2
ARTICLE II
AUTHORIZATION ANO ISSUANCE OF BONDS
Authorization of Bonds ••••••••••••••••
General Conditions for the Issuance of Bonds •
Special Condition for the Issuance of Bonds
Other Than Refunding Bonds ••••
Refunding Bonds. • • • • • • • • • • • • ••••••
Procedu~e for the Issuance of Bonds .••••••••••
Project Accounts • • • • • • • • • • • • • • • • • • •
ARTICLE III
GENERAL TERMS AND PROVISIONS OF BONDS
Date of Bonds. • • • • • • • • • • • • • • • • . . .
. . . . 7 .
• • « • • • 7
• • Ill • • • • 8
.. . . . 9
. • . . . 9
• • • • • • 10
. . . • • • • 11
• 1111 • • .ll Interest Payment Dates • • • • • • • • • ••
Principal Installment Date • • • • •••••
Medium of Payment; Fonn and Date •••••.•• . . . . . . . i l . . . • . • • • • 11
Legends. • • • • • • • • • • • • • • • • • • • • •
Execution. . . . . ~ . . . . . . . . . . . . . . . . . . . .
. • • • • 11
.ll
.12
• 12
.12
Interchangeabil it;· of Borlds. • • • • • • • • • • • • • • • • • •
Negotiability, Transfer and Registry • • • • • • • ••••
Transfer and Registration of Coupon Bonds. • •••••• Transfer of Fully Registered Bonds. • • • • • • • • • • .13
Regulation with Respect to Exchanges and Transfers • • • • • • .13
Bonds Mutilated, Destroyed, Stolen or Lost •••••••••••••• 14
Preparation of Definitive Bonds; Temporary Bonds • • • • . • • 14
( i)
401.
402.
403.
404.
405.
406.
501.
502.
503.
ARTICLE IV
REDEMPTION OF BONDS
Red€mption from Net Proceeds of Insurance
or Eminent Domain. . . . . . . . • • • . . Privilege of Redemption and Redemption Price
Selectior1 of Bonds to be Redeemed by Lot ••
Notice of Redemption • . . . . . • City's Election to Redeem. . . Payment of Redeemed Bonds. • • . . . .
. . . •
.
ARTICLE V
REVENUES, FUNDS AND ACCOUNTS
Pledge of Revenues, Revenue Fund ••••••••
Receipt and Deposit of Revenues ••••••• · ••
Establishment of Accounts and Allocation of
. . . . . . • . . • . . . . . . . . . . . . . . . . . . . • •
. . . . . . . . . .
. . • 15 . . .15
.15
• • • 15 . • .16 . . • 16
.17
• • • 17
Revenues Thereto. • • • • • • • • • • • • • • • • • • • • .17
504. Application of Maintenance and Operation Account. • • ••••• 18
505. Appl i cation of Bond Account. • • • • • • • • • • • • • • • • 18
506. Application of Sinking Fund Accounts • • • • • • • • •• 19.
507. Application of Bond Reserve Account. • • • • • • • • • • ••• 20
508. App 1 icat ion of Surplus Account • • • • • • • • • • • • • • 20
509. No Unauthorized Transfers ••••••••••.•••••••••••• 20
510. Deposit and Investment of Money in Funds and Accounts ••••••••• 20
601.
602.
603.
604.
605.
606.
607.
608.
609.
610.
611. 612.
701.
702.
703. 704.
705.
706.
ARTICLE VI
THE FISCAL AGENT AND PAYING AGENTS
Fiscal Agent; Appointment and Acceptance of Duties ••••
Paying Agents; Appointment and Acceptance of Duties •••••
Respunsibilities of Fiscal Agent and Paying Agents ••••••
Evidence on Which Fiscal Agent and Paying Agents
• •• 21
•• 21
• • • • 21
May Rely • • • • • • • • • • • • . • -• • • • • • • • • • 21
Co~ensation and Expenses. • ••••••••••• •••••••• 22
• ••••••••• 22 Permitted Acts and Functions • • •••••
Resignation of Fisca1 Agent. • • ••••• • 0 • • • • 22
• • • • • • • • .22
• • • • • • • • • • • 22
Removal of Fiscal Agent. • • •••••
Appointment of Successor Fiscal Agent ••••
Transfer of Rights and Property to Successor
Fiscal Agent • • • • • • • • • •••••••••••••••• • 23
.23 Mer~er, Conversion or Consolidation •••••.•• Resignation or Removal of Paying Agents and
Appointment of Successors. • •••••••••
ARTICLE VII
COVENANTS OF THE CITY
Punctual Payment • • • • • ••••••••••
Against Encumhrances •••••••••••••
Against Sale or Other Disposition of Property.
Acquisitiont Construction or Financing of any
. . . . . . . . . . .
. . .
. . . . • •• 23
.. • • • • • 25
• • • .25
. ..•.•. 25
. . . . • •.... 25 Project and Improvements to the Enterprise •
Maintenance and Operation of the Enterprise ••
Payment of Clafo1s •• · ••••••••••••• • • • • • • • .25
.. 1111 • • • • • • • • 26
(ii)
707.
708.
709.
710.
711.
712.
713.
714.
715.
801.
802.
803.
Insurance. • • • • • • • • • • • • • • • . • • •
Books and Accounts; Financial Statements ••
Protection of Security and Rights of Holders •
Against Competitive Facilities •
. . . . . . .
Pay1ent of Taxes, Etc. • • •• . . . . . .
Co 11 ect ion of Charges. • • • • • • • •
Eminent Domain Proceeds. • ••••• . . . .
Amount of Charges •••••••• . .
.26
.27
• • • • • 27 . .
. .
.27
• .28
.28
• .28
.29
Further Assurances • • • . . . . • • • • • • • • • 29
ARTICLE VIII
SERIES RESOLUTON AND SUPPLEMENTAL RESOLUTIONS
Adoption and Filing •••.•••••••
Supplemental Resolutions Effer.tive with·
Consent of Bondholders ••••••••
General Provisions to Series Resolutions and
Supplemental Resolutions •••••
ARTICLE IX
AMENDMENTS OF RESOLUTIONS
. . . . . . . •• 30
.30
.30
901. Powers of Amendment. • • • • • • • • • ••••••••••••• 32
902. Consent of Bondholders • • • • • • • •••••••••• 32
903. Modifications by Unanimous Consent • • • • • • • • • ••• 33
904. Mailing and Publication. • • • • • • • • • • • • • ••• 33
905. Exclusion of Bonds • • • • • • • • • • • • • •••••••••• 34
906. Notation 011 Bonds. • • • • • • • • • • • • • • •• 34
A.RTICLE. X
EVENTS OF DEFAULT ANO REMEDIES OF HOLDERS
1001. Events of Default and Accleration of Maturities • • •••••• 35
1002. Application of Funds Upon Acceleration. • • • ••••••••• 36
1003. Other Remedies of Holders • • • • • • • • • • • • • • • • .37
1004. Non-waiver. . . • • • . . . . . • . . . . • .. . . . . . • . . • . 37
1005. Actions by Fiscal Agent as Attorney-in-Fact • • • • • • ••••• 37
1006. Remedies Not Exclusive. • • • • • • • • • • • • • • •••• 38
ARTICLE XI
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND
PROOFS OF OWNERSHIP OF BONDS
1101. Evidence of Signatures of Bondholders and
Ownership of Bonds •••••••••••••••••.••••••• 39
1201. Defeasance. . . . . . . . .
ARTICLE XII
OEFEASANCE
,, • • • • 1111
(iii)
. . . . . . . . ~ . . .. . . . 40
1301.
1302.
1303.
1304.
1305.
1306.
1307.
1308.
ARTICLE XIII
MISCELLANEOUS
Preservation and Inspection of Documents.
Parties of Interest . . . . . . . . . . .
No Recourse Under Resolution or on Bonds.
Severability. . . . . . . • . . .
Funds and Accounts. . . . . . . • .
Headings. . . . . . . . . • Conflict. . . . • . . . . .
Effective Date. . . • . . . .
(iv)
•
• . . • . . .42 . • . . . .42
• . . . .42 . . . . • • . . .42
• . . . . . .42 . • . . . . .42 . . . . . .42 . • . . . . . . .43
\ • ORIGINAL
RESOLUTION NO. 3634
A RESOLUTION AUTHORIZING THE ISSUANCE OF CITY OF PALO ALTO
ELECTRIC AND GAS REVENUE:. BONDS
RESOLVED, by the Council of the City of Palo Alto, that
WHEREAS, the City of Palo Alto now owns and operates an electric energy
system and a gas system;
WHEREAS, the Council of the City of Palo Alto has determined that the
pub 1 ic interest and necessity do now require and may in the future further
require the acquisition and construction of additions, betterments, extensions or inprovements to such systems; and
~HEREAS, the Council of the City of Palo Alto has determined to finance
the cost of such additions, betterments, extensions or improvements by the issuance of electric and gas revenue bonds, as authorized hy law;
NOW, THEREFORE, IT IS ORDERED AS FOLLOWS:
-\
ARTICLE I
AUTHORITY ANO DEFINITIONS
•
101. Authority for this Resolution.
pursuant to the provisions of the Bond law.
This Resolution is adopted
102. Resolution Constitutes Contract. In consideration of tte purchase
and acceptance of any and all of the Bonds issued hereunder by thos·~ who shall
hold the same from time to time, this Resolution shall be deemed to be and
sha11 constitute a contrdct between the City of Palo Alto and the Holders of
the Bonds and coupons, and the pledges made in this Resolution and the
covenants and agreements herein set forth to be performed by the City shall be
for the equal benefit, protection and security of the Holders of any and al 1
of the Bonds and coupons, all of which, without regard to the time or times of
their .. -issue or maturity, shall be of equal ral"'<. witliout 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. Tre following terms shall, for all purposes of this
Resolution, have the following meanings unless the context shall clearly
require some other meaning:
Authorized Ne~apers means a financial paper, or a newspaper-of general
circulation in the City and County of San Francisco, California, and The Daily
Bond Buyer nr other financial paper or newspaper circulated in the Borough of
Manhattan, City and State of New York, each of which is published at least
once a day for at least five (5) days (other than legal holidays) in each
calendar week, and is printed in the English language.
Authorized Officer means Mayor, City Manager, City Clerk, or any other
officer or employee of the City authorized by resolution of the Council to
perform the act or sign the document in question.
Bond or Bonds means any Bond or Bonds, as -the case may be, authorized
under this Resolution and issued pursuant to a Series Resoltuion.
Bondholder or Holder or Holders of Bonds or any similar tenn, when used
with resp~t to Bonds, means any person who shall be the bearer of any
Outstanding Bond or Bonds registered to bearer or not registered or the
registered owner of any Outstanding Bond or Bonds which shall at the ti.lie be
registered other than to bearer and Holder, when used with respect to coupons,
means a.~y person who shall be a bearer of any such coupons.
Bond Law means Ordinance No. 3083, An Ordinance of the City of Palo Alto
Adding Chapter 12.28 to Title 12 of the Palo Alto Municipal Code, Relating to
Procedures for the Authorization, Issuance and Sale of l!t; lity Systems Revenue
Bonds, adopted by the Coµncil on October 2!t 1978, pursuant to Article XI,
Section 5, of the State Constitution and Art ic 1 e II of the City Charter.
Whenever reference is made 1n this Resolution to the Bond Law, reference is
made to the Bond law as in force on the date of the adoption of this
Resolution, unless the context otherwise requires.
Bond Reserve Requ i rernent means, as of any date of ca lcu 1 at ion. the
maximum amount of the Principal installments and interest pavable in any future Fiscal Year on all Bonds Outstanding hereunder. ~
Certificate of the City means an instrument in writing signed in the
name of the City by ar. Authorized Officer, with the seal of the City affixed.
f ty means the existing charter city of the State known as the City of
Palo A , organized and existing under and by virtue of the constitution and
laws of the State.
2
Construction Period means the period of time during which any Project or
Improvements, as the case may be, are being constructed as est~blished by the
construct ion contract therefor. cormencing with the date of such contract and
ending with the filing of the certificate of completion thereof by the City. ·
Costs of Issuance means items of expense payable or reimbursable
directly or indirectly by the City and related to the authorization, sale and
issuance of Bonds, which items of expense shall include but not be limited to,
pt"i nt i ng cos ts, costs of reproducing · documents, election cos ts, f il i ng and
recording fees, initial fees and charges of the Fiscal Agent, Bond discounts,
legal fees and charges, financial an~ other professional consultants1 fees,
costs of credit ratings, municipal bond-1risurance premiums. 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.
Council means the Counci~ of the City duly constituted, qualified and
acting under the City Charter and laws of the State.
Counsel• s Opinion means an opinion signed by an attorney or ffrm of
a~torneys (who may be the City Attorney, or an attorney or firm of attorneys
retained by the City in other connections) licensed to practice in the state
in which he or it maintains an office, selected by the City.
Engineer•s Certificate means a certificate or opinion signed by a
Qualified Independent Engineer.
Enterprise means the whole and each and every part of the existing
electric energy system of the City, corrprising all facilities for the
generation~ production, transmission and distribution of electric energy,
tcgether with the whole and each and every part of the gas system of the City,
COJ11>rising all fa~ilities for the production, storage, transmission and
distribution of gas for public or private uses, including all additions,
betterments, extensions and i~rovements to such electric energy system o~ gas
system or any part of either hereafter acquired or constructed or financed.
Federal Securities means United States Treasury notes, bonds. bi 11 s or
certificates of indebtedness or those for which the full faith and credit of
the United States are pledged for the payment of prinC:ipal and interest, and
which are not redeemable in advance of their maturities at the option of the
issuer or any other person (other than the holder thereof). ioc·1uding United
States Treasury (book entry) certificates, notes and bonds, state and local
government series.
Fiscal Agent means either { i) the corporation or association appointed
by the City as Fiscal Agent acting as an independent trustee with the duties
and powers herein provided, its successors and assigns, and any other
corporation or association which rr.ay at any time be substituted in its place,
as provided in Section 801; or (ii) the Treasurer, as determined for each
Series of Bonds by the applicable Series Resolution.
Fiscal Year means any twelve (12) consecutive calendar ITl()nths comnencing
with the first day of July and ending on the last day of the following June.
Fund or Account means ~ Fund or Account created by or pursuant to this
Resolution.
Gas and Electric Service means the gas production, storage. transmission
and distribution service and the electric energy generation~ production~
transmission and distribution service made av.ailab1e or provided by the Enterprise. ·
Generally Accepted Accounting Pri nci p 1 e~ means gene't'a 11 y accepted
accounting principles as presented and recorrmended by the A.rnerican Institute
of Certified Pub 1 i c Accountants or its successor, or by the Nati ona 1 Counc i 1
3
on Governmental Accounting or its successor, or by any other generally
accepted authority on such principles.
Improvements means any addition, exten~ion, improvement, equipment.
machinery or other facilities to or for the Enterprise.
I nde_Eendent Pub 1i c Accountant means any certified pub lie accountant or
public accountant or firm of such accountants retained and paid by the City,
and who, or each of whom:
(1) is in fact independent, and not under domination of the City;
(2) does not have any substantial interest, direct or indirect,
with the City; and
(3) is not connected with· the City as a member of the Council of
the City, or as an officer or employee of the City, but who may be regular1y
retained to make annual or similar audits of any other books of the City.
Interest Payment Date means January 1 and July i of each year during
which tnterest is due and payable on the Bonds.
the
the
due
Interest Requirement means, as of any particular date of calculation,
amount equal to any unpaid interest then due, plus an amount which will on
next succeeding Interest Payment Date be ~ual to the interest to become
on the Bonds on such next succeeding Intere~t Payment Date.
Issue Date means, with respect to BonCJs of a particular Series, the date
of the coupon Bonds of such Series specified and determined in accordance with
Article II except as otherwise provided in the case of registered Bonds.
Net Proceeds, when used with respect to any insurance or condemnation
awurd of sale of property, means the gross proceeds from the sale of property
or insurance or condemnation award with respect to which that term is used
remaining after payment of a 11 expenses (including attorneys 1 fees and any
extraordinary expenses of the Fiscal Agent) incurred in the collection of such
gross proceeds.
Net Revenues means, for any period, all of the Revenues during such
period less all of the Operating Expenses during such period.
Notes means notes or other short-term evidences of indebtedness of the
City issued to provide funds for any Project as defined in any Series
Resolution.
Operating· Expenses means the reason ab 1 e and necessary costs spent or
incurred by the Ci t:y for maintaining and operating the Enterprise, calculated
in accordance with Generally Accepted Accounting Principles, including the
cost of supply of gas and e 1 ec tr i c energy and a 11 reason ab 1 e and necessary
~xpenses of management and repair and other expenses to maintain and preserve
the Enterprise in good repa fr and work 1 ng order, and inc 1 udi ng a 11 reascnab le
and necessary administrative costs of the City attributable to the Enterprise
and the Bonds, such as salaries and wages and the necessary contribution to
retirement of employees, overhead, insurance, taxes (if any)! expenses,
compensat·ion and indemnification of the Fiscal Agent and the Paying Agents and
fees of auditors, accountants, attorneys or engineers, and including all other
reasonable and necessary costs of the City or charges required to be paid by
it to comply \tfith the terms of the Bonds or of the Resolution, but excluding
depreciation, replacement and obsolescence charges or reserves therefor and
amortization of intangibles or other bookkeeping entries of a similar nature.
Outstanding, when used with reference to Bonds and as of any particular
date, describes all Bonds theretofore and thereupon being delivered except {i}
4
any Bond canceled by the Fiscal Aaent or any Paying Agent; at or before said
date, {ii) any Bond for the payment or redemption of which either (a) moneys,
equal to the principal amount or Redemption Price thereof, as the case may be,
with interest to the date of maturity or redemption date, or (b) Federal
Securities or moneys described and required under the provisions of subsection
(B) of Section 1201, shall have theretofore been deposited with the Fiscal
Agent in trust (whether on or prior to maturity or the redemption date of such
Bond) and except in the case of a Bond to be paid at maturity, of which notice
of redemption shall have been given or provided for ir1 accordance with Article
IV, and {iii) any Bond in lieu of or in substitution for which another Bond
shall have been delivered pursuant to Sections 307, 310, 312, 313, 406 and 906.
Paying Agent means each bank or trust co"'t)any or national banking
associatfon appointed pursuant to Section 602 to act as paying agents for the
Bonds, and each successor or successors, and any other bank or trust co~any
or national banking association at any time substituted in its place pursuant
to this Resolution.
Permitted Investments means any investments which at the time are legal
investments for the City under the Constitution and laws of the State and to
the extent provided by law, for the moneys held hereunder then proposed to be
invested therein.
Principal Installment means with respect to any particular Principal
Installment Date, an amount equal to the sum of (i) the aggregate principal
amount of Outsianding Bonds payable on such Principal Installment Date as
detennined by the applicable_Series Resolution (but not including Sinkin~ Fund
Installments) and (ii) the aggregate of Sinking Fund Installments with respect
to all Outstanding Term Bonds payable on such Principal Installment Date as
determined by the applicable Series.Resolution.
Principal Installment Date means the date on which Principal
Installments are required to be made pursuant to Section 303.
Principal Offke, when used with respect to the Fiscal Agent or any
Paying Agent, means the principal, or corporate trust, or head, or principal
trust office of such Fiscal Agent c~ Paying Agent situated in the city in
which such Fiscal Agent or Paying Agent is described as being located.
Qualified Independent Engineer means any registered civil engineer or
firm of registered civil engineers generaily recognized to be well qualified
in engineering matters relating to electric and gas systems, as the case may
be, appointed and paid by the City and satisfactory to and approved by the
Fiscal Agent (who shall be under no liability by reason of such approval), and
who, or each of whom:
( i) is in fact independent and not under the domination of the
City;
(ii) does not have any substantial interest, direct or indirect,
with the City; and
(iii) is not connected with the City as an officer or employee of
the City, but who may be regularly retained to make reports to the City.
Redem_Qtion 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. ·
Resolution or Bond Resolution means this Resolution as from time to time
amended or supplemented by Supplemental Resolutions or Series Resolutions in
accordance with the terms and provisions hereof.
5
Revenues means all gross income and revenue received or receivable by
the City from the ownership and operation of -the Enterprise, calculated in
accordance with Generally Accepted Accounting Principles. including all rates,
fees and charges received by the City for electric energy and gas service and
all other income and revenue howsoever derived by the City from the Enterprise
or arising from the Enterprise, and including any interest paid and other
income derived from the investment of funds as herein provided.
Serial Bonds means Bonds so designated in the applicable Series
Resolution.
Series, when used with respect to less than all of the Bonds, means and
refers to all of the Bonds C:elivered on original issuance in a simultaneous
transaction, regardless of variations in maturity, interest rate or other
provisions, and any Bond thereafter delivered in lieu of or substitution for
any of such Bonds pursuant to Sections 307, 310, 312, 313, 406 or 906.
Series Resolution means a Resolution of the City authorizing the
issuance of a Series of Bonds in accordance with the terms and provisions
hereof adopted by the City in accordance with Article II.
Sinking Fund Installment means, with respect to any particular date, the
amount of money required by or pursuant to a Series Rescluioi1 to be paid by
the City on such_ date toward the retirement of any particular Ter11~ IJonds prior
to their respective stated maturities.
State means the State of California.
Suttplemental Resolution means a resolution supplemental to or amendatory
of this esolut1011, adopted by the City in accordance with Article IX.
Term Bond~ means ~onds so designated in the applicable Series Resolution.
Treasu~er means the City Treasurer.
Written Request of the Citx means an instrument in writing signed by an
Authorized Officer.
Words of the masculine gender shall be deemed and cons trued to include
correlative words of the feminine and neuter genders. Unless the context
shall otherwise indicate, words importing the sfogular number shall include
the plural nu!Wer and vice versa, and words importing persons shall include
corporations and associations, includir:g public bodies, as well as natural
persons.
The terms 11hereby11 , "hereof11 ~ 11 hereto11 , "herein", "hereunder"' and any
similar terms, as used in this Resolution, refer tQ this Resolution.
6
ARTICLE II
AUTHORIZATION ANO ISSUANCE OF BONDS
201. Authorization of Bonds. There is hereby established and created
an issue of Bonds of the City to be knm-in and designated as "City of Palo Alto
Electric and Gas Revenue Borids11 • The 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, and shall b~ issued subject to the terms,
conditions and limitations established in this Resolution. Bonds may bP.
issued in one or more Series as from time to time shall be established and
authorized by the City, pursuant to one or more Series Resolutions. The
designation of the Bonds shall include, in addition to the name =•city of Palo
Alto Electric and Gas Revenue Bonds, 11 such further appropriate particular
designation added to or incorporated in such title for the Bonds. of each
Series as the City may determine, and each Bond shall bear upon its fact the
designation so determined for the Series to which it belongs.
202. General Conditions for the Issuance of Bonds. The City may at any
time issue a Series of Bonds payable from the Net Revenues and secured by a
1 ·i en and charge upon the Net Revenues equal to the lien and charge securing
the Bonds theretofore or thereafter issued hereunder, but only subject to the
following specific conditions, which are hereby made conditions precedent to
the issuance of any such Series of Bonds:
(a) The City shall be in compliance with all covenants set forth
in the Resolution and in all Suppiemental and Series Resolutions
theretofore adopted by th~ Council, and ti Certificate of the City to
that effect shall have been filed with the F;5tal Agent.
(b) The issuance of such Series of Bonds shall have been duiy
authorized pursuant to law, and the issuance of such Series of Bonds
shall have been provided for by a Series Resolution duly adopted by the
Council which shall specify:
(1) The authorized principal amount of said Series of Bonds;
(2) The purpose for which such Series of Bonds is to be
issued 9 including ~ provision req~iring the proceeds of such Series
of Bonds to be applied solely for either (i) the purpose of
CO!lllletion of any Project, as defined in a Series Resolution, ·or
( il) the purpose of the acquisition, construction or financing of
an Improvement, including payment of costs incidental to or
connected with such acquisition, construction or fin.1ncing, (iii)
or the purpose of refunding any Series of Bonds, including payment
of costs incidental to or connected with such refunding;
(3) The amount of money to be deposited in the Bond Reserve
Account for the Series of Bonds authorized to be issued;
notwithstanding any other provision of the Series Resolution, upon
issuance, sale and delivery of such Series of Bonds, so much of
such proceeds of the Bonds of such Series shall be deposited in the
Bond Reserve Account as is needed to establish the amount 1n such
Account at, or to increase the amount then held by the Fiscal Agent
in such Account to, the Bond Reserve Requirement;
{4) The form, title and designation of, and the manner of
nunbering and lettering, such Bonds;
(5) The date or dates of maturity of such Bonds, and the
Issue Date of such Series;
(6) The rate or rates of interest, or the mauner of
7
determining such rate or rates of interest, on the Bonds of such
Series and the Interest Pa}'Tlent Dates of such Bonds;
(7) The portion of the Series of Bonds which are Term Bonds
{if any) and the portion of the same which are Serial Bonds (if
any};
(8) The Redemption Price or Redemption Prices and the
redemption date or redemption dates and other terms of redemption
(if any) of any such Bonds;
(9} The Paying Agent or Paying Agents appointed by such
Series ~esolution for such Bonds;
{10} The amount and date of each Sinking.Fund Installment, if
any, required by such Series Resolution to be paid by the City for
the retirement of Term Bonds of such Series;
(11) The manner in which Bonds of such Series are to be sold
and provisions for the sale thereof;
(12) The designati9n of any Funds or Accounts to be
established pursuant to Article V and Section 206; and
(13) Any other provisions deemed advisable by the City, not in
conflict with or in substitution for the provisions of this
Resolution.
After thei~ aut~orization by a Series Resolution, Bonds of a Series may
be executed by or on behalf of the City and delivered to the purchasers or
underwriters thereof upon compliance by the City with ti-.e requirements, if
any, set forth in such Series Resolution and with the requirements of Sections
203 or 204 and 205.
203. S ecial Condition for the Issuance of Bonds Other Than Refundin
Bonds. One or more Series of Bonus may be issued an de 1vered rom time to
tlme in such principal ai11ount for each such Series as is determined by the
City for the purpose of paying the costs of acquisition~ construction or
financing of an Improvement, but only (except for the initial Series of Bonds
issued under ~~e Resolution) subject to the following specific condition which
is hereby made a condition precedent to the issuance of any such Series of
Bonds:
The audited Net Revenues for the last Fiscal Year preceding the
date of adoption by the Council of the Series Resolution providing for
the issuance of such Series of Bonds, as shown by an Accountant's
Certificate on file with and a~proved by the Fiscal Agent (who shall be
under no liability by reason of such approval); plus
(i) An allowance fer Net Revenues for such Fiscal Year from
any Improvement to be acquired, constructed or financed with the
proceeds of such Series of Bonds or with the proceeds of any Bonds
previously issued, and also for Net Revenues from a~y such
I~rovement which have been made from moneys from any source but
which, during all or any part of such Fiscal Year, were r:Qt in
service, all in an amount equal to seventy-five percent (75%} of
the estimated additional aver1ge annual Net Revenues to be derived
from such Improvement for the first thirty-six (36) months in which
each such Improvement is to be in operat io.n a 11 as shown by an
Engineer's Certificate on file with and approved by the Fiscal
Agent (who shall be under no liability by reason of such approval);
and
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{ii) An a 11 owance for earnings arising from any increase in
the ~ates. fees and charges fixed and prescribed for Gas or
Electric Service which became effective prior to the issuance of
such Series of Bonds but which, during a1 l 'Jr any part of such
Fiscal Year, was not in effect, in ar. amount equal to seventy-five
percent {75%) of the amount by which the Net Revenues would have
been increased if such increase in rates, fees and charges had been
in effect during the who1e of such Fiscal Year, as shown by an
Engfneer1 s Certificate on file with and approved by the Fiscal
Agent (who shall be under no liability by reason of such approval);
shall have produced a sum eqtJal to at least 1.25 times the maximum
amount of Principal Installments and interest payable in any future
Fiscal Year after the issuance of such Series of Bonds.
204. Refunding Bonds. The City may issue refunding Bonds of one or
more Series to refund, at or in advance of maturity or prior redemption date,
any Outstanding Bonds whether by payment or maturity or by redemption.
205. Procedure for the !ssuance of Bonds. All {but not less than all}
of the Bonds of each Series shall be executed by t~e City for issuance under
the Resolution and delivered to the Fiscal Agent and thereupon shall be
delivered upon the Written Request of the City, but only upon receipt by the
Fiscal Agent of the following documents or money or securities, all of such
documents dated or certified, as the case may be, as of the date of such
delivery by the Fiscal As~nt (unless the Fiscal Agent shall accept any of such
documents bearing a prior date):
(1) A certified copy of the Series Resolution authorizing the
issuance of the Bonds of such Series;
(2) A Written Request of the City as to the delivery of the Bonds
of such Series;
(3) An opinion of counsel of recognized standing in th~ field of
law relating to municipal bonds to the effect that (a) the City has the
right and power under ti1e Bond Law to adopt the Resolution and all
Supplemental and Series Resolutions thereto, and the Resolution and all
such Supplemental and Series Resolutions have been duly and lawfully
adopted by the City, are in fu 11 force and effect and arc valid and
binding upon the City and enforceable in accordance with their terms
(except as enforcem2nt may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of
creditors' rights), and no other authorization for the Resolution and
all such Supplemental and Series Resolutions is required; {b) the
Resolution creates the valid pledge which it purports to create of the
Net Revenues and ether funds as provided in the Resolution, subject to
the application thereof to the purposes and on the conditions pennitted
by the Resolution; and (c) the Bonds of such Series are valid and
binding special obligations of the City, enforceable in accordance with
their terms (except as enforcement may be -limited by bankr1Jptcy,
insolvency, reorganization and other similar laws relating to the
enforcement of creditors' rights} and the terms of the Resolution and
all such Supplemental and Series Resoluticns and entitled to the
benef its of the Resolution and all such Supp 1ementa1 and Seri es
Reso 1 uti ons and the Bond Law, and the Bonds of such Series have been
duly and validly issued in accordance with the Bond Law and the
Resolution and all such Supplemental and Series Resolutions;
(4) A Certificate of the City containing such statements as may be
reasonably necessary to show compliance with the requirements of the
Resolution;
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{5) The amount, if any, for deposit in the Bond Reserve Account so
that imt1ediately after issuance of the Bonds of such Series there shall
be on deposit ; n such Account an amount at least equa 1 to the Bond
Reserve Requirement; and
{6) Such further documents, money and securities as are required
by the provisions of the Series Resolution providing for the issuance of
such Series of Bonds.
206. Project Accounts. There shall ~e established for each Series of
Bonds a separate Account in the Treasury of the City, with each such Ar.count
to be identified with the designation of the Series of Bonds for which it is
established and to be known as the 11City of Palo Alto Electric and Gas Revenue
Bonds, Series Project Account," all of which such Accounts the City
hereby covenants to establish and maintain, and all of which such Accounts
shall collectively be known as the 11 Project Accounts.11 The Treasurer shall
pay into the Account established for each Series of Bonds the amount required
to be paid therein by the provisions of the Series Resolution authorizing such
Seri es of Bonds, and the amount in such Account sha 11 be app 1 i ed to the
purpose specified in the Series Resolution authorizing the Series of Bonds for
which such Account was established; provided that any remaining amount in such
Account, after completion of such purpose, sha 11 be deposited in the Revenue
Fund.
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ARTICLE I II
GENERAL TERMS AND PROVISIONS OF BONDS
301. Date of Bonds. Each Bond shall be dated as of, and bear interest
from, its Issue Date except as otherwise provided in Section 304 in the case
of registered Bonds.
302. Interest Payment Oates. Interest on each Bond shall be payable
semi;innually on each January 1 and July 1 beginning not more than twelve
months aftP.r its Issue Date.
303. Principal Installment Date. The Date when each Principal
Installment with respect to a Bond is payable shall be any July 1 after its
Issue Date.
304. Medium of Payment; Form and Date.
(A) The Bonds shall be payable, with respect to interest, principal and
Redemption Price, in lawful money of the United States of America which at the
time of payment is legal tender for the payment of public and private debts.
(B) The Bonds of each Series shall be issued in the form of coupon
Bonds, registrable as to principal only, or in the form of fully registered
Bonds without coupons, or in both such forms.
(C) Coupon Bonds of each Series shall be dated as of the date specified
in the Seri es R eso 1 ut ion authorizing the issuance thereof. Coupon Bonds of
each Series shall bear interest from their date, payable in accordance with,
and upon surrender of, the appurtenant interest coupons as they severally
mature. Registered Bonds of each Series issued 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 he 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 such dat~ of delivery; provided.
however, that if, as 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.
Registered Bonds of each Series shall bear interest from their date.
305. Legends. The Bonds of each Series may contain or have endorsed
thereon such provisions, specifications and descriptive words not inconsistent
with the provisions of this Resolution as may be necessary or desirable to
corrply with custom, or otherwise, as may be determined by the City prior to
the delivery thereof.
306. Execution. The Bonds shall be executed in the name of the City by
the manual or facsimilP. signature of its Mayor 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 City Clerk.
In case any one or more of the officers who shall have signed or sealed any of
the Bonds shall cease to be such officer before the Bonds so signed and sealed
shall have been actyally delivered, such Bonds may, 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 may be
signed and sealed on behalf of the City by such persons as to the actual time
of the execution of such Bond shall be duly authorized or hold the proper
off ice in the City, al though at the date of the Bonds of such Series such
persons may not have been so authorized or have held such office.
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The coupon5 to be attached to the coiapon Bonds of each Series shal 1 be
signed by the facsimile signature of 1ts Treasurer or in such other manner as
may be required by law and the City may adopt and use for that purpose ttle
facsimile signature of any person or persons who shall have ~een Treasurer at
any time on or after the date of the Bonds of such Series, notwithstanding
that he may 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.
307. Interchan?eability of Bonds. Coupon Bonds, upon surrender thereof
at the Principal Of ice of the Fiscal Agent with all unmatured coupons
attached, may, at the option of the Holder thereof, be exchanged for an equal
aggregate principal amount of fully registered Bonds of the sa.rne Series and
maturity of any of the authorized denominations.
Fully registered Bonds, upon surrender thereof at the Principal Off ice
of the Fiscal Agent with a written instrument of transfer satisfactory to the
Fiscal Agent, duly executed by the registered owner of h1s attorney duly
authorized in writing may, at the rption of the registered owner thereof, be
exchanged for an equal aggregate principal amount of coupon Bonds of the same
Series and mat•Jrity with appropriate coupons attached, or of fully registered
Bonds of the same Series arid maturity of any other authorized denominations.
308. Negotiability, Transfer and Re~istrt. All the Bonds issued under
this Resolution shall, as provided in theondaw, be negotiable, subject to
the provisions for registration and transfer contained in this Resolution and
in the Bonds. So long as any of the Bonds shall remain Outstanding, the City
shall maintain and keep, at the Principal Office of the Fiscal Agent, books
for the registration and trar.sf er of Bonds; and, upon presentation thereof for
such purpose at said office, the City shall register or cause to b~ registered
therein, and permit to be transferred thereon, under such reasonable
regulations as its or the Fis ca 1 Agent may pres er i be~ any Bond entitled to
registration or transfer. So long as any of the Bonds remain Outstanding, the
City shall make all necessary provisions to permit the exchanqe of Bonds at
the Principal Office of the fiscal Agent.
309. Transfer and Registration of Coupon Bonds. All coupon Bonds shall
pass by delivery, unless registered as to principal other than to bearer in
the manner provided in this Section 309. Any coupon Bond may be registered as
to principal on the books of the City at the Principal Office of the Fiscal
Agent, upon presentation thereof at said office and the pa~ent of a charge
sufficient to reimburse the City or the Fiscal Agent for any tax, fee or other
governmental charge, other than one imposed by the City, required to be paid
with respect to such regi styati on, and such registration sha 11 be noted 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 Bond, 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 time, be registered or discharged from
registration in the same manner. Registration of any coupon Bond as to
principal, however, shall not affect the negotiability by delivery of the
coupons appertaining to such Bond, but every such coupon shall ccntinue 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 sha 11 be registered upon the books of the
City may be deemed and regarded as the ab so 1 ute 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
or Redemption Price, if any, of such Bond shall be made only to, or upon the
order of, such registered owner thereof, but such reg1 stration may be changed
as above provided. All such payments shall be valid and effectual to satisfy
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and discharge the liability upon such Bond to the extent of the sum or sums so
pafd. The City, the Fiscal Agent and any Paying Agent may t~eat the bearer of
any r.oupon 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 may treat the bearer of any coupon Bond which shall
not at the time 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 City, as the absolute owner of such Bond, whether such
Bond shall be overdue or not, for the purpose of receiving payment of the
principal or Redemption Price thereof and for al 1 other purposes whatsoever
except for the purpose of receiving payment of coupons, and neither the City,
nor the Fiscal Agent nor any Paying Agent shall be affected by any notice to
the contrary. The City agrees to indemnify and save the Fiscal Agent and each
Paying Agent harm1es$ from and against any and all loss, cost, charge,
expense~ judgnent or liability incurred by the Fiscal Agent and each Paying
Agent, acting in ~ood faith and without negligence hereunder, in so treating
such bearer or re91stered owner.
310. Transfer of Fully Registered Bonds. Each fully registered Bond
shall be transferable only upon the books of the City,_ which shall be kept for
the purpose at the Principal Office of the Fiscal Agent, by the registered
owner thereof in person or by his attorney duly authorized in writing, upon
surrender thereof together with a written instrument of transfer satisfactory
to the Fiscal Agent duly executed by the registered owner or his duly
authorized attorney. Upon the transfer of any such fully registered Bond, the
City shall issue in the name of the transferee a new fully registered Bond or
Bonds or~ at the option of the transferee, coupon Bonds, with appropriate
coupons attached, of the same aggregate principal amount and Series and
maturity as the surrendered Bonds.
The City and the Fiscal Agent may deem and treat the person in whose
name any Outstanding fuliy registered Bond shall be registered upon th~ books
of the City as the absolute owner of such Bond, whether such Bond shall be
overdue or not, for the purpose of receiving payment of, or on account of, the
principal or Redemption Price, if any, of and foterest on such Bond and for
all other purposes, and all such payments ~o made to any such registered owner
or upon his order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid, and neither
the City nor the Fiscal Agent shall be affected by any notice to the
contrary. The City agrees to indemnify and save the Fiscal Agent harmless
from and against any and all loss, cost, charge, expense~ judgment -or
liability incurrad by it, -acting in good faith and without negligence
hereunder, in so treating such registered owner.
311. Rtgulation with Respect to E~changes and Transfers. In all cases
in which the privilege r.i exchanging Bonds or transferring fully registered
Bonds is exercised, the City s;,all execute and the Fiscal Agent shall deliver
Bonds in accordance with the provisions of this Resolution. All fully
registered Bonds surrendered in any such exchanges or transfers shall
forthwith be ca~celled by the Fiscal Agent. All coupon Bonds and the coupons
appertaining to such Bonds surrendered in any such exchanges or transfers
sha 11 be retained in the possession of the Fi seal Agent for the purpose of
reissuance upon subsequent exchanges and the Fiscal Agent, prior to reissuance
of an_y such coupon Bonds, shall detach therefrom and cancel all matured
coupons. For every such exchange or tr an sf er of Bonds, whether temporary or
definitive, the City or the Fiscal Agent may make 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 sum or sums shal 1 be paid by the person requesting such
exchange or transfer as a condition precedent to the exercise of the privilege
of making such exchange or transfer. Notwithstanding any other provision of
this Resolution, the cost of preparing each new coupon Bond or registered Bond
upon the first exchange or transfer, and any other expenses of the City or the
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Fiscal Agent incurred in connection therewith (except any appl \cable tax, fee
or other governmental charge, other than one imposed by the City), shall be
paid by the City. The City shall not be obliged to make any such exchange or
tr an sf er of Bonds of any Series during the ten (10} days next preceding an
Interest Pa~ent Date on the Bonds of such Series, or~ in the case of any
proposed redemption of Bonds of such Ser 1 es, next preted l ng the date of the
first publication of notice of such redemption.
312. Bonds Mutilated, Destroyed, Stolan or Lost. In case any Bond
shall become mutilated or be destroyed, stolen or lost, the City 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 lo~t, in exchange
and substitution for such mutilated Bond, upon surrender and cance11ation of
such mutilated Bond and attached coupons, if any, or in ljeu of and
substitution for the Bond and coupons, if any, destroyed, stolen or lost, upon
filing with the City evidence satisfactory to the City that such Bond and
attached couponss if any, have been destroyed, stolen or lost and proof of
ownership thereof, and upon furnishing the City with indemnity satisfactory to
it and complying with such other reasonable regulations as the City may
prescribe and paying such expenses as the City may incur. All Bonds and
coupons so surr~mdered to the City shall be cancelled by it. The City shall
advise the Fiscal Agent and Paying Agents of the issuance of substit1Jte Bonds
or coupons.
313. Preparation of Definitive Bonds; Temporary Bonds. The definitive
Bonds of each Series shall be lithographed or printed on steel engraved
borders. Until the definitive Bonds of any Series are prepared~ the City may
execute, in the same manner as is provided in Section 306, and deliver, in
lieu of definitive Bonds, but subject to the same provisions, limitations and
conditions as the definitive coupons Bonds, ~xcept as to the denominations
thereof and as to exchangeability for r~gistered Bonds, one or more ter11>orary
Bonds (which may be registrable as to principal and interest), substantially
of the tenor of the definitive coupon Bonds in lieu of which such temporary
Bond or Bonds are issued, but with or without coupons, in denominations of
$5,000 or any integral multiples thereof authorized by the City, and with such
omissions, insertions and variations as may be appropriate to temporary
Bond~-The installments of int~rest payable on such temporary Bonds in bearer
form 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 interest. The City at its own expense shall prepare and
execute and, upon the surrender of such temporary Bonds, with all 1Jm1atured
coupons, and all matured coupons for which no payment or only partial payment
has been provided, attached, for exchange and the cancellation of such
surrendei"ed temporary Bonds and coupons, without charge to the Holder thereof,
deliver in exchange therefor, at the Principal Office of the Fiscal Agent,
definitive coupons bonds, with appropriate coupons attached, or, at the option
of the Holder, definitive registered Bonds of the same aggregate principal
amount and Series and maturity as the temporary Bonds surrendered. Until so
exchanged, the t~orary Bonds shall in all respects be entitled to the same
benefits and security as definitive Bonds issued pursuant to this Resolution.
A 11 tefll>orary Bonds surrendered in exchange for a definitive Bond or
Bonds shall be forthwith canceled by the Fiscal Agent.
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ARTICLE IV
REDEMPTION OF BONDS
401. Re<lemption fro:n Net Proceeds of Insurance or Eminent 0\)(llain. The
City shall have the right, on any Interest Payment Date, to redeem the Bonds
in the manner hereinafter provded, as a whole or in part by lot within any
maturity if less than al 1 of the Bonds of such maturi t.v be redeemed, from the
Net Proceeds of insurance or the Net Proceeds of eminent domain proceedings,
upon the terms and conditions of, and as provided for in, Sections 707 and 713
respectively, at the principal amount thereof and accrued interest thereon to
th~ date fixed for redemption without premhrn. If less than all of the
Outstanding Eonds are to be redeemed as hereinabove provided, the Fiscal Agent
shall determine, as nearly as practicable, a principal amount in each maturity
to be redeemed so that approximately equal annual debt service will prevail.
402. Privilege of Redemption and Redemption Price. Bonds subject to
redemption prior to maturity pursuant to the provisions of this Resolution or
of a Series Resolution shall be redeemable prior to maturity, (a) (i) upon
receipt by the Fiscal Agent of a Written Request of the City or {ii) under the
circumstances set forth in Section 506 or in Section 401, or (iii) in the
event of the issuance of refunding Bonds under Section 204, and (b) upon
published notice as provided in this Article IV, at such times, }'i; such
Redemption Prices and upon such terms (in addition to and consistent with the
tenns contained in this Article) as may be specified in the Series Resolution
authorizing such Series.
403. Se 1 ect ion of Bonds to be Redee.-ned by Lot. In the event of
redemption by lot of Bonds of like Series and maturity, the Fiscal Agent shall
assign to each registered Bond of such Series and maturity then Outstanding a
distinctive nunt>er for each $5,000 of the principal amount of such Bond and
shall select by lot, using such method of selection as it shall deem proper in
its discretion and from the numbers of all coupon Bonds of such Series and
maturity of the denomination of $5,000 then Outstanding and the numbers so
assigned to such registered Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the coupon Bond~ of the denomination of $5t000
bearing the numbers so selected, and the registered Bonds to wMch were
assigned nwroers so selected, but only so much of the principal amount of each
such registered Bond of a denomination of more than $5.000 shall be redaemed
as shall equal $5,000 for each number assigned to it and so selected. For the
purposes of this Section, Bonds which have theretofore been selected by lot
for redemption shall not be deemed Outstanding.
404. Notice of Redemption. When the F;scal Agent shall be required or
authorized, or shall receive notice from the City of its election, to redeem
bonds, the City shall in accordance with the terms and provisions of the Bonds
and of this Resolution select the Bonds to be redeemed and shall give notice,
in the name of the City of the rede~tion of Bonds, which notice shall specify
the Series and maturities of the Bonds to be redeemed, the redemption date and
the p 1 ace or p 1 aces where amounts due upon such redemption wil 1 be pay ab 1 e
and, if less than -lll {'If 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 a registered Bond to be redeemed in
part only, such notice shall also specify the portion of the principal amo1Jnt
thereof to be redeemed. Such notice shall further state that on such date
there shall become due and payable upJn each Bond to be redeemed the
Rede111>tion Price thereof, or the Redemption Price of the specified portion of
the principal thereof in the case of a registered Bond to be redeemed in part
only, together with 1 nterest accrued to such date, and that from and after
such date interest thereon shall cease to accrue and be payable. Such notice
shall be given by publication thereof in Authorized Newspapers, at least once
not less than twenty-five (25) days nor more than sixty (60) days prior to
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such redemption date. The Fiscal Agent shall also mail a CQPY of such notice,
postage prepaid, not less than twenty (20) days nor more than sixty (60) days
prior to such redemption date, to the registered l)wner of any Bond, a 11 or a
portion of which is to be redeemed, at his last address, if any,. appearing
upon the registry bookst and the Holders of Bonds in bearer form who have
filed an address with the Fiscal Agent pursuant to Section 904t but such
mail 1 ng sha 11 not be a condition precedent to such redemption and fa i1 ure so
to mail any such notice shall not affect the validity of any proceedings for
the redemption of bonds. ·
405. City's Election to Redeem. The Chy shall give written notice to
the Fiscal Agent of its election to redeem Bonds which are subject to optional
redemption and of the redemption date, which notice shall be given at least
forty days prior to the redemption date or at such later date as shall be
acceptable to the Fiscal Agent. In the event that the required notice of
redemption shall have been given, the City shall, and hereby covenants that it
will, prior to the rede~tion date, pay to the Fiscal Agent an amount in cash
which, in addition to any other moneys available therefor held by the Fiscal
Agent, will be sufficient to redeem at the Redemption Price thereof, plus
interest. accrued to the redernpt ion date,· al 1 of the Bonds which are to be
redeemed.
406. Payment of Redeemed Bonds. Notice having been given by
publication in the marmer provided TnSection 404, the Bonds or portions
thereof called for redeqition and specified in said notice shal 1 become due
and payable on the redempt·ion date specified in said notice at the Redemption
Prices thereof applicable on such date~ plus unpaid interest on said Bonds or
portions thereof accrued to such date, and, upon present at ion and surrender
thereof at the place or places specified in said notice together w1th, in the
case of Bonds registered otherwise than to bearer, a •i11r1tten instrl.lllent of
transfer duly executed by the registered owner thereof o~ by his attorney duly
authorized in writing, and, in the case of coupon B(mds, all appurtenant
coupons maturing subsequent to such data, said Bonds or portions thereof shall
be paid at the said Redemption Prices, plus unpaid interest on said Bonds or
portions thereof accrued to such date not represented by coupons for matured
interest instaHments. All interest represented by coupons which shall have
matured at or prior to such redemption date shall continue to be pay ab 1 e to
the bearers of such coupons. If there shall be so called for redemption less
than all of a registered Bondt the City shall e)(ecute and deliver, upon the
surrender of such Bond to the Fiscal Agent, without charge to the owner
thereof, either coupon Bonds or registered Bonds of like Series, designation,
intarest rate and maturity in any of the author1zed denominations. If, on
such redemption date, moneys for the redemption of all the Bonds or portions
thereof of any like Series and maturity to be redeemed, together with fnterest
thereon accrued and unpaid to such date, shall be held by or on behalf of the
Fiscal Agent so as to be available ther~for on such date and if notice of
redemption therenf shall have been publisherl as aforesaid, then from and after
such 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 such redemption date shali be void and said Bonds and coupons shall no
longer be considered as Outstanding hereunder. All moneys held by or on
behalf of the Fiscal AgP.nt for the redef1'1tion of particuhr Bonds shall be
held in trust for the account of the Holders of the Bonds so to be r·edeemed.
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ARTICLE V
REVENUES, FUNDS AND ACCOUNTS
501. Pledge of Revenues, Revenue Fund.
(A) The City hereby transfers, places a charge upon, assigns and sets
over to the Fiscal Agent all of the Net Revenues and all of the N~t Revenues
are he:"eby irrevocably pledged to the punctual payment of the principal or
Redemption Price of and interest on the Bonds, and the Net Revenues shall not
be used for any other purpose while any of the ~onds. remain Outstanding,
except that out of Revenues there may be apportioned and paid such stJns, for
such purposes, as are expressly permitted by Section 503. Said pledge shall
constitute a first, direct and exclusive charge and 11en on the Net Revenues
for the payment of the Bonds in accordance with the terms thereof.
(B) The Net Revenues constitute a trust fund for the security and
payment of the interest on and principal or Rede~tion Price of the Bonds.
The general fund of the City is not liable for payment of the Bonds or their
interest. The credit or taxing power of the City is not pledged for the
p a;ment of the Bonds or their interest. The Ho 1 der of the Bonds or coupons
shall not compel the exercise of the taxing power by the City or the
forfeiture of its property. The principal or Redemption Price of and interest
on the Bonds are not a debt of the City, nor a legal or equHable pledge,
char·ge, lien or encumbrance, upon any of its property, or 1Jpon any of its
income, receipts, or revenues except the Net Revenues of the Enterprise.
(C) All of the Revenues shall, so long as any Bonds shall be
Outstanding hereunder, be ·deposited as received by the City in the "C'ity of
Palo Alto Electric and Gas Revenue Fund" (hereinafter called the "Revenue
Fund11 ), which Fund is hereby created and which Fund the City hereby covenants
and ag~ees to maintain so long as any Bonds shall be Outstanding hereunder.
502. Receipt and Deposit of Revenues. T:1e City covenants and agrees
that all Revenues, when anJ as received, wn 1 be received and held by the City
in trust hereunder ;ind will be deposited by the City in the Revenue Fund and
will be accounted for through and held in trust in the Revenue Fund, and the
City shall only have such beneficial right or interest in any of such money as
in the Resolution provided. All such Revenues, whether held by the City as
trustee or deposited with the Fiscal Agent as trustee, all as herein provided,
shall nevert,, "?less be disbursed~ al located and applied solely to the uses and
purposes hereinafter in this article set forth~ and shall be accounted for
separately and apart from all other money, funds, accounts or other resources
of the City.
503. Establishment of Accounts and Allocation of Revenues Thereto. All
Revenues in the Revenue Fund shall be set aside by the City in the treasury of
the City or deposited by the City with the Fiscal Agent in the following
respective special Accounts within the Revenue Fund (each of which is hereby
created and each of which the City hereby covenants and agrees to maintain or
cause to be maintained)~ in the following order of priority:
(1) Maintenance and Operation Account (held by the City),
(2) Bond Account (held by the Fiscal Agent),
(3) Sinking Fund Accounts (held by the Fiscal Agent},
(4) Bond Reserve Account (held by the Fiscal Agent), and
(5) Surplus Account (held by the City).
All Revenues in each of such Accounts shall be held in trust by the City
or the Fiscal Agent and shall be applied, used and withdrawn only for the
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purposes hereinafter authorized in this Art1c1e.
(1) Maintenance and Operation Account. On the date of issuan~e of
the initial Series of Bonds under the Resolution, the City shall, from
other available funds of the C1ty, deposit in the Maintenance and
Operation Account a s1.111 at least equal to the amo1Jnt required by the
C 1 ty fer the payment of budgeted Operating Costs of the Enterprise
during the period cOf'llllencing on such date and continuing through January
31, 1979, and thereafter, on or before the first day of each month, the
City shall, from money in the Revenue Fund, deposit in the Maintenance
and Operation Account a sum equal to the amount required by the City for
the pa)11lent of budgeted Operating Costs of the Enterprise during such
months. If no budget has yet been prepared for such month, such deposit
shall be of a sum equal to the amount expended by the City for the
payment of Operating Costs of the Enterprise for the same calendar month in the next preceding Fiscal Year. _
(2) Bond Account. On or befor~ the fifteenth dsy of each December
and June. beginning in December, 1979. the City shall, from money in the
Revenue Fund, deposit with the Fiscal Agent in the Bond Act;ount an
amount of Revenues equal to the aggregate ainount of interest becoming
due and payable on all Outstanding Bonds on the next succeeding Interest
Payment Date, together with an amount of Revenues equal to (a) one-half
(1/2) of the aggregate amount of Principal Installments becoming due and
payable on the Outstanding Serial Bonds on the next succeeding Principal
Installment Date. No deposit need be made into the Bond Account if the
amount contained therein is at least equal to the interest to become due
on the next Interest Payment Date upon all Outstanding Bonds, plus
one-half (1/2) of the aggregate amount of Principal Installments
becoming due and payable on the Outstanding Serial Bonds on the next
succeeding Principal Installment Date.
(3) Sinking Fund Accounts. On or before the first day of each
May, coomencing on the May 1 next prior to the date on which the first
Sinking Fund Installment is required to be made, and after any moneys
therein have been applied. the Fiscal Agent shall transfer from the
Revenue Fund to the Sinking Fund Account an amount equal to the
aggregate amount of the Sinking Fund Installments payable on the next
succeeding Principal Installment Date. Such moneys shall be applied to
the Sinking Fund Account without preference or priority of any such
Account over any other such Account.
(4) Bond Res{~Ve Account. After making the allocatiJns and
transfers providgd for in subsections ( 1), (2) and (3} above, if the
balance in the Bond Reserve Account is 1 ess than the Bond Reserve
Requirement, the deficiency shall be restored from available funds in
the Revenue Fund.
(5) Su~plus Account. Any surpluses remaining in the Revenue Fund
after making the allocations and transfers provided for in the preceding
subsections shall be transferred to the Surplus Account.
504. Apglication of Maintenance drid Operation Account. Money in the
Maintenance an Operation Account shall be used only to pay operating Costs of the Enterprise as they become due ar.~ payable. _____ _
505. Application of Bond Account.
(A) The Fiscal Agent shall withdraw from the Bond Account, prior to
each !.1terest Pa)1'1lent Date of the Bonds, an amount equal to the Interest
Requir~ment payable on such Interest Payment Date, and shall cause the same to
be applied to the pa.}4llent of said interest when due and is hereby authorized
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to transmit the same to Paying Agents who shall apply the same to the payment
of such intere~t.
(B} The Fiscal Agent shai 1 withdraw from the Bond Account, prior to
each Principal Installment Date, an amount equal to the principal amount of
~he Outstanding Serial Bonds, if any, maturing on said Principal Installment
Date and shall cause the same to be applied to the payment of the principal of
said Bonds when due and is hereby authorized to transmit th!.! same to Paying
Agents who shall apply the same to such ~a.)'fnent.
(C} All withdrawals and transfers under the provisions of subse~tion
(A) or subsection (8) of this Section shall be made not earlier than one (1)
day prior to the Interest Payment Date or Principal Instailment 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
appropriate Account unti 1 such Interest Pa~ent Date or Principal Installment
Date.
506. ~plication of Sinking Fund Accounts.
_-~ -
(A) The Fiscal Agent shal 1 establis!'I and maintain a separate Account
for each Series having Outstanding Term Bonds for which Sinking Fund
Installments are established in accordance with the applicable Series
Resolution, such Account to be designated 11 • • • Series Sinking
Fund Account" (inserting therein the Series designatfon-of such Term Bonds).
(B) The Fiscal Agent shall apply moneys in &ny Sinking Fund Acco1Jnt
established as provided in subsection (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 {30) 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 (which shall be paid from the
Bond Account) 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 estab1ished for such Bonds. Subject
to the limitations hereinbefore set forth or referred to in this Section, the
Fiscal frient shall purchase Bonds at such times, for such prices, in such
amounts and in such mannP~ -(whether after advertisement for tenders or
otherwise) as the f;s~~l_ ~gent in its discretion may determine and as may be
possible with the amount of moneys available therefor in the applicable
Sinking Fund Account. If on 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 Fiscal Agent shall transfer any moneys therein to the City for deposit
in the Revenue Fund.
(C) As so~1 as practicable after the forty-fifth and before the
twenty-fifth day prior to the Principal Installment Date of each Sfoking Fund
Installment, the Fiscal Agent shall call for redemption in the manner provided
in Article IV on the said Principal Insta-llment Date of said Sinking Fund
Installment and by application of said Sinking Fund Installment such principal
amount of the Bonds entitled to said Sinking Fund Installment less such
amo•. '..ts of Bonds purchased during the twe 1 ve ( 12) months prior to such
Principal Installment Date pursuant to subsertion (B) of this Section, and on
such redemption date the Fiscal Agent shall apply the moneys in such Sinking
Fund Account to the pa~ent of the Redemption Price of the Bonds so called for
rede~tion.
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507. Application of Bond Reserve Account. If at any time there shall
not be a sufficient ;smount in the Bond Account or any Sinking Fund Account to
make payment of Principal Installments or Redemption Price of or interest on
the Bonds, the Fiscal Agent shall withdraw from the Bond Reserve Account and
pay into the appropriate Account the crnount of the deficiency. Any surpluses
1n the Bond Reser'le _j\ccount shalt be transferred to the City for deposit in
the Revenue Fund at the end of each month. ·
508. Application of Surplus Account. Moneys 1 n the Surplus Account
shall be applied by the City to the purposes and in the order as follows:
(1) to the paymen\ of capital expenditures of the Enterprise.
(2} to the annual payment into a reserve fund for contingencies,
of an amount not to exceed ten percent of the expenditure for capital
outlay for the year, exclusive of bond expenditures. The total
accum1Jl ated in this reserve for contingencies shall at no time exceed·
five percent of the book value of the Enterprise's capital in service.
This reserve fund shall be available for use by the Enterpdse, only for
replacements or emergency repairs and after special appropriation by the
Council.
(3) to payment into the general fund by quarterly allotments.
(4) to any lawful purpose.
509. No Unauthorized Transfers. No amount shall be withdrawn or
transferred.from or paid out of any Fund or Account except as in this Article
V expressly provided.
510. Deposit and Investment of Money in Ftlnds and Accuunts. All money
held by the City or the Fiscal Agent in the Funds or Accounts established
pursuant to the Resolution shall be held in time or demand deposits in any
bank or trust company authorized to accept deposits of public funds, and shall
be secured at all times by such obligations as are required by law and to the
fullest extent required by law, except such money as is at the time invested
in accordance with this Sect ion. Money in the Bond Account may, and at the
direction of the City, shall be invested by the Fiscal Agent, and money in the
Project Accounts or in the Revenue Fund or in the Maintenance and Operation ·
Account or in the Surp 1 us Account sh a 11 be invested by the Treasurer in
Permitted Invec;tments maturing prior to the date on which ·such money 1s
estimated to be required to be paid out hereunder. Money in the Bond Reserve
Account may, and at the direction of the City, shall b~ invested by the Fiscal
Agent in Federal Securities maturing not more than ten years from the date of
purchase by the fiscal Agent. All interest received on any money so invested
shall be deposited in the appropriate Project Account during the Construction
reriod and thereafter in the Revenue Fund.
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ARTICLE VI
THE FISCAL AGENT ANO PAVING AGENTS
601. Fiscal Agent; Appointm~nt and Acceptance of Duties. The Fiscal
Agent shall be appointed by resolution of the City adopted prior to the
issuance of any Series of the Bonr;s. The Fiscal Agentt inmediately upor! such
appointment~ shall signify its acceptance of the duties and obligations
imposed upon it by this Resolution by written instr~~ent of acceptance
deposited with t~e City and each Paying Agent.
602. Paying Agents; Appointment an1 Acceptance of Duties. The City may
appoint one or more Paying Agents for the Bonds of any Series in the Series
Resolution authodzing such Bonds, and may at any time or from time to time
appoint one or more other Paying Agents in the manner and subject to the
conditions set forth in Section 612 for the appointment of a successor Paying
Agent. The fiscal Agent may be appointed to act as Paying Agent
notwithstanding that it ~ay then be acting in the capacity of the Fiscal Agent.
Each Paying Agent shall . signify its acceptance of the dut;es and
obligations i~osed upon it by this Resolution by written instrument of
acceptance deposited with the City and the Fiscal Agent.
The Principal Offices of the Paying Agents are hereby designated as the
respective agencies of the City for the payment of the interest and principal
or Redemption Price of the Bonds~ except that interest and principal and
Redemption Price of all registered Boops and of all coupon Bonds registered as
to principal shall be payable at the Principal Office of the Fiscal Agent.
603. Responsibilities of Fiscal Agent and Paying Agents. The recitals
of fact herein and in the Bonds contained shall be taken as the statements of
the City and neither the Fiscal Agent nor any Paying Agent shall be deemed to
make any representations as to the validity or suffic1ency of this Resolution
or of any Bonds or coupons issued thereunder or in respect of the security
afforded by this Resolution, and neither the Fiscal Agent nor any Paying Agent
:hall 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 moneys paid to the City. Neither the Fiscal Agent nor any Paying Agent
shall be under any obllgation or duty to perform any act which would involve
it in expense or liability or to institute or defend any suit in respect
hereof, or. to advance any or its own moneyst unless properly indemnified to
its satisfaction. Neither the Fiscal Agent nor any Paying Agent shall be
liable in connection with the performance of its duties hereunder except for
its own negligence or default. Neither the Fiscal Agent nor any Paying Agent
shall be under any responsibility or duty with resp&ct to the application of
any moneys paid to any one of the others.
604. Evidence on Which Fiscal Agent and Paying Agents May Act. The
Fiscal Agent and any Paying Agent shall be protected in acting upon any
notice, resolution, request, consent, order, certificate, report, opinion,
bond, or other paper or docl.lllent believed by it to be genuine, and to have
been signed or presented by the proper party or parties. The Fiscal Agent and
any Paying Agent may consult with counsel, who may or may not be counsel to
the City, and the opinion or ~dvice of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered by 1t
under this Resolution in good faHh and in -:iccordance therewith.
·Whenever the Fiscal Agent or any Paying Agent shall deem it necessary or
desirable that a matter 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} may be deemed to be
conclusively proved and establ f shed by a Certificate of the City. and such
Certificate shall be full warrant for Jny action taken C\r suffered in gord
faith under the pi·ovisions of this Resolution upon the faith thereof, but in
its discretion the Fiscal Agent or any Paying Agent may in lieu thereof accept
other evidence of such fact or matter or may require such further or
additional evidence as to it may seem reasonable.
605. Compensation and Expenses. The City shall pay to the Fiscal Agent
and to each Paying Agent from time to time reasonable compensation for al 1
services renderP.d under this Resolution, also all reasonable expenses,
charges, counsel fees and other disbursements, including those of its
attorneys, agents and employees, incurred in and about the performance of
their powers and duties under this Resolution, and the Fiscal Agent and each
Paying Agent shall have a lien therefor on any and all funds at any time held
by it under this Resolution, which lien shall be prior and superior to the
lien of the Holders of the Bonds. The City further covenants and agrees to
indemnify and save the Fiscal Agent and each Paying Agent harmless against any
loss, expense and liabilitie; which it may incur arising out of or in the
exercise and performance of its powers and duties hereunder, including the
costs and expenses of defending against any claim of liability, and which are
not due to its neg l i ge1~cP. or default. The City further covenants and agrees
to advance to the Fiscal Agent and each Paying Agent all amounts requested as
the costs and expenses of such defense.
606. Permitted Acts and Functions. The Fiscal Agent and any Paying
Agent may buy, own, hold and sell (including ac.ting as an underwriter in
respect of} any Bonds, coupons or Notes of the City, whether heretofore or
hereafter issued or created; and may engage or be interested in any financial
or other transaction with the City:. with l ik~e effect and with the same rights
it would have if it were not such Fistal Agent or Paying Agent. The Fiscal
Agent and any Paying Agent may act as depository for, and permit any of its
officers or dfrectors to act as a member of, or in any other capacity with
respect tot any cormiittee formed to protect the rights of Bondholders or to
effect or aid in any reorganization growing out of the enforcement of the
Bonds or this Resolution, whether or not any such conmittee shall represent
the Holders of a majority in principal amount of the Bonds then Outstanding.
607. Resignation of Fiscal Agent. The Fiscal Agent may at any time
resign and be discharged of the duties and obligations created by this
Resolution by gi>iing not less than sixty (60) days' written notice to the City
and publishing notice thereof, specifying ~he date when such resignation shall
take effect, once in an Authorized Newspaper, 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 609, in which event such
resignation shall take effect inmediately on the appointment of such ~uccessor.
608. Removal of Fiscal Agent. The Fis~al Agent shall be removed by the
City if at any time so requested by an instrument or concurrent instrl.IYlents in
writing, filed with the Fiscal Agent and the City, and signed by the Holders
of a majority in principal amount of the Bor.ds then Outstanding or their
attorneys-in-fact duly authorized:. excluding any Bonds held by or for the account of the City. The City may remove the Fiscal Agent at any time. except
during the existence of an event of default as defined in Section 1001 hereof,
for such cause as shall be detennined in the sole discretion of the City by
filing with the Fiscal Agent an instrument signed by an Authorized OfficP.r.
609. Appointment of Successor Fiscal A~ent. In case at any _time the
Fiscal Agent shall resign or shall be remove or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or 1f a receiver,
1iquidator or conservator of the Fiscal Agent, or of its property or affairs,
is appointed, he City covenants and agrees that it wi 11 thereupon appoint a
successor Fiscal Agent. The City shall publish notice of any such appoin-t-.ment
made by 1t in an Authorized Newspaper, such publication to be made within
twenty (20) days after such appointment.
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If in a proper case no appointment of a successor Fiscal Agent ~hall be
made purs1Jant to the foregoing provisions of this Section within forty-five
(45) days after the Fiscal Agent shall have given to the City writtP.n notice.
ds provided in Section 607, 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 Holder 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 any, as such court may deem proper and prescribe, appoint a
successor Fiscal Agent.
Any Fiscal Agent appointed under the provisions of this Section 609 in
succession to the Fiscal agrnt shall be a bank or trust company organized
under the laws of the State or a national banking association, doing business
·jn the State and having capital accounts 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 office on reasonable and
customary terms and authorized by law to perform all the duties imposed upon
it by this Resolution.
610. Transfer of Rights and Property to Successor Fiscal Agent. Any
successor Fiscal Agent appointed Pnder this Resolution shall execute,
acknowledge and deliver to its predecessor Fiscal Agent, and also to the City,
an instrument accepting such appointment: and thereupon such successor Fiscal
Ager1t, without any further act, cieed or conveyance~ shall become fully vested
with a 11 moneys. est ates, properties, rights, powers, duties and ob 1 i gat ions
of such predecessor Fiscal Agent, with 1 ike effect as if originally named as
Fiscal Agent; but the Fiscal Agent ceasing to act shall nevertheless, on the
writt~n request of the City, or of the successor Fiscal Agent, execute,
acknowledge and de 1 i ver such instruments of conveyance and further assurance
and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in such successor fiscal Agent all the right,
title and interest of the.predecessor Fiscal agent in and to any property held
by it under this Resolution, and shall pay over, assign and deliver to the
successor Fiscal Agent any money or other property subject to the trusts and
conditions herein set forth. Should any deed, conveyance or instrument in
writing from the City be required by such successor Fiscal Agent for more
fully and certainly vesting in and confirming to such successor Fiscal Agent
any such estates, rightst powers and duties, any and all such deeds,
conveyances and instruments in writing shall. on request, and so far as may be
authorized by law, be executed, acknowledged and delivered by the City. ~ny
such successor Fiscal Agent shall promptly notify each Paying Agent of its
appointment as Fiscal Agent.
611. ~erger. Conversion or Consolidati~n. Any c~any into which the
Fiscal Agent or any Paying Agent may be merged or converted or with which it
may be consol~jated 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 or any Paying Agent may sell or transfer all or substantially all of its
corporate trtJst business, shall be the successor to such Fi seal Agent or
Paying Agent without the execution or filing of any paper or tile performance
of any further act; pt'ovided, with respect to the Fiscal Agent, that such
Fiscal Agent shall be a bank or trust COfl1)any organized under the laws of any
state of the United States 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.
612. Resignation or Removal of Paying Agents and Appointment of
Successors. Any Paying 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 City and the Fiscal Agent. Any Paying Agent
may be removed at any time by an instrument filed with such Paying Agent and
the Fiscal Agent and signed by an Auth.lrized Offlcer. Any successor Paying
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Agent shall be appointed by the City and sh a 11 be a bank or trust company
organized under the laws of any state of the United States or a national
banking association, havi~g capital accounts aggregating at least Five Million
Dollars ($5,000,000), and willing and Clble to accept the office of Paying
Agent on reasooab le and customary terms and authorized by law to perform al 1
the duties imposed t..i>on 1t by this Resolution.
In the event of the resignation-or removal of any Pay1 ng Agent, such
Paying Agent shall pay over, assign and deliver any moneys held by it to its
successor, or if there be no successor then app'>inted, to the Fiscal Agent
until such successor be appointed.
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ARTICLE VII
COVENANTS OF THE CITY
701. Punctual Payment. The City wil 1 punctually pay or cause to be
paid the interest on and principal or Redemption Price, if any, to become due
with respect to all the Sonds 1n strict conformity with the terms of the Bonds
and of the Resolution and all Supplemental and Series Resolutions. and will
faithfully observe and perform all of tfte conditions, covenants and
1·equirements of the Bonds and of the Resolution and all Supplemental
Reso 1 ut ions.
702. Against Encumbrances. The City wil 1 not mortgage or other,.i se
encumber, pledge or pldce any charge upon the Enterprise or any part thereof,
or upon any of the Net Revenues, except as provided in the Resolution;
provided, however, that the City may pledge, assign or otherwise encumber the
Net Revenues on the basis of a parity of lien with the lien of the Bonds under
long-term c:ontracts, leases, subleast!s or other legal financing arrangements
for the purptse of financing Improvements to the Enterprise, including without
limitation the purchase of power and the acquisition of capacity in electrical
generating f_acilities, provided that the special condition for the issuance of
additional BJnds set forth in Section 203 shall be satisfied, treating
payments under such contracts, leases, subieases or other legal financing
arrangements as if they were pa,Ylllents of principal and interest on additional
Bonds.
703. Against Sale or Other Dis7osition of Propert,,x. The City will not
sell, le~~e or otherwise dispose o the Enterprise or any part thereof
es sent i a 1 to the proper operation of the Enterprise or to the maintenance of
the Net Reve·nues except as herein expressly pennitted. The City will not
enter into a:iy lease or agreement which impairs the operation of the
Enterprise or any part thereof necessary to secure adequate ~let Revenues for
the payment of the interest on and principal or Redeq;tion Price, if any, on
the Bonds, or which would otherwise i~afr the rights of the Holders with
respect to the Net Revenues or the operation of the Enterprise. Any real or
personal property which has become non-operative or which is not needed for
the efficient and proper operation of_ the Enterprise, or any material or
equipment which i1as worn out, may be sold at not less than the market value
thereof without the consent of the Holders if such sale will not reduce Net
Revenues and if all of the Net P.roceeds of such sale are deposited in the
Revenue Fund.
704. Acquisition, Construction or Financing of any Project and
Improvements to the Enterprise. The City will acquire, c~nstruct, or finance
any Project, as defineo ln a SeriScs Resolution, and Improvements to the
Enterprise t~ be financed with the proceeds of th~ Bond with all practicable
dispatch, and such Project and Improvements will be made in an expeditious
manner and in conformity with laws so as to complete the same as soon as
possible.
705. Maintenance and Operat1on of the Enterprise. The City will
maintain and preserve the Enterprise in good repair and working order at all
times from the Revermes avail ab 1 e for such purpose. and will operate the
Enterprise in an efficient and economical manner.
The City will file with the Treasurer and the Fiscal Agent, on or before
the day on which the initial Series of Bonds issued pursuant to the Resolution
is delivered, a budget setting forth the estimated Operating Costs of the
Enterprise for the period from such date until the close of the then current
Fiscal Year. On or before the first day of each fiscal Year thereafter, the
City will file with the Treasurer and the Fiscal Agent a budget setting forth
the estimated Operating Costs of the Enterprise for such Fiscal Year.
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706. Palf!!ent of Claims. The City will pay and discharge any and all
lawful claims fot labor, materials. or supplies which, if unpaid, might become.
a lien or charge upon the Net Revenues or any part thereof, or upon any funds
in the hands of the City, the Treasurer, the Fiscal Agent or any Paying Agent
prior or superior to the lien of the Bonds, or which might impair the security
of the Bonds. ·
707. Insurance.
{A) The City will procure and maintain insurance on the Enterprise with
responsible insurers in such amounts and against such risks (including
accident to or destructfon of the Enterprise) as are usually insurable in
connection with similar enterprises, which such insurance shall be in an
amount at least sufficient to enable the City to retire all Outstanding Bonds.
In the event of any damage to or destruction of the Enterprise caused by
the perils covered by such insurance, the Net Proceeds of such insurance shall
be applied to tfie repair, reconstruction or replacement of the damaged or
destroyed portion of the Enterprise. The City shall cause such repair,
reconstruction or replacement to begin promptly after such damage or
destruction shall occur and to continue and to be properly co1T1>leted as
expeditiously as possible, and shall pay out of the Net Proceeds of such
insurance a~l costs and expenses ;n connection with such repair,
reconstruction or replacement so that the same shall be completed and the
Enterprise shall be free and clear of all liens and claims. If the Net
Proceeds received by reason of any such loss shal 1 exceed the costs of such
repair, reconstruction or replacement, the excess shall be deposited by the
City in the Revenue Fund.
Alternatively, if the Net Proceeds of such insurance are sufficient to
enable the City to retire all Outstanding Bonds, the City may elect not to
repair, reconstruct or replace the damaged or destroyed portion of the
Enterprise, and thereupon such Net Proceeds, together with a Written Request
of the City as appropriate, shall be delivered to the Fiscal agent and applied
by it to redeem or purchase all Outstandi~g Bonds, in the manner specified in
Section 713.
(B) The City will procure and maintain adequate fidelity insurance or
bonds on all officers and employees of the City handling or responsible for
any Revenues or Funds of the Enterprise, such insurance or bonds to be in .an
aggregate amount at least equal to one-half {1/2) of the Bond Reserve
Requirement.
(C) The City will procure and obtain a policy of title insurance from a
recognized title inc:urance company insuring the City for the full cost of
acquisition of any real property acquired in fee simple compr·ising any portion
of the Enterprise, excluding any improvements thereon.
(0) The City will procure and maintain public liability insurance
covering claims against the City for bodily injury or death, or damage to
property occasioned by reason of the ownership or operation of the Enterprise,
such insurance to afford protection in such amounts and against such risks as
are usually covered in connect ion with similar enterprises; provided that such
insurance may be effected under a self-insurance program.
(E) The City will procure and maintain workers• compensation insurance
against liability for c~ensation under the Workers• Compensation Insurance
and Safety Act of California» or any act hereafter enacted as an amendment or
supplement or in lieu thereof, such insurance to cover all persons employed in
connection with the Enterprise; provided that such insurance may be effected
under a self-insurance program.
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(F) All policies of insurance required to be maintained herein shall
provide that the Fiscal Agent shall be given thirty (30) days• written notice
of any intended cancellation thereof or reduction of coverage provided
thereby. The Fiscal Agent shall not be responsible for the sufficiency of any
insurance herein required.
708. Books and Accountsi Financial Statements.
(A) The City will keep proper books of records and accounts of the
Enterprise, separate from all other records and accounts of the City, in which
complete and correct entries shall be made of all transactions relating to the
Enterprise. Such books of record and accounts shall at all times during
business hours be subject to the inspection of the Fiscal Agent or of ttte
Holders of not less than ten percent (10%) of the principal amount of the
Bonds th~n Outstanding or their representatives authorized in writing.
(8) The City will prepare and file with the Fiscal Agent annually
within one hundred fifty ( 150) days after the close of each Fiscal Year
(comnencing with the Fiscal Year ending June 30, 1979) so long as any of the
Bonds are Outstanding:
(1) an audited statement (prepared in accordance with
Generally Accepted Accounting Principles) for the preceding Fiscal
Year showing the Revenues, all disbursements from the Revenue$ and
all expenditures applicable to the Enterprise, including the
balances in all Funds and Accounts relating to the Enterprise held
by th~ City and the Fiscal Agent as of the beginning of such fiscal
Year and all deposits ·in and withdrawals from each such Fund or
Account during such Fiscal Year and the balances in all such Funds
and Accounts as of the end of such Fiscal Year, which statement
shall indicate the manner and extent to which the City has complied
with the provisions of the Resolution as it relates to such
Revenuest expenditures, funds and Accounts; and
(2) a detailed statement as to all insurance car'l"ied by the
City with respect to the Enterprise as of the close of such Fiscal
Year, including the names of the insurers which have issued the
policies and the amounts thereof and the property or risks covered
thereby.
(C) The City will prepare Mnual ly not more than one hundred fifty
(150) days -after the close of each Fiscal Year (coomencing with the Fiscal
Year ending June 30, 1979) a sU11111ary statement showing the amount of the
Revenues and the disbursements from the Revenues, in reasonable detail, for
the preceding Fiscal Year, and a general statement of the fi~~ncial and
physical condition of the Enterprise. The City will furnish a copy of such
sunvnary statement to any Holder upon request. and will furnish to the Fiscal
Agent such reasonable number of copies thereof (not exceeding 100 copies) as
;nay be required by the Fiscal Agent for distribution (at the expense of the
City) to investment bankers. security dealers and others interested in the
Bonds and to the Holders requesting copies thereof.
709. Protection of Security and Rights of Ho 1 de~. The City wi 11
preserve and protect the security of the Bonds and the rights of the Holders,
and will warrant and defend their rights against all claims and demands of all
persons. ?rom and after the sale and delivery of any Series of Bonds by the
City, such Series of Bonds and coupons appertaining thereto shall be
incontestable by the City.
710. Against Competitive Facilities. The City will not acquire,
construct, operate or maintain, and will not within the scope of its powers
permit any other public or private corporation. political subdivision,
district or agency or any person whatsoever to a~quire, construct, OP-erate or
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maintain, with the City or any part thereof, any system or utility competitive
with the Enterprise.
711. Payment of Taxes, Etc.. Th~ City will pay and discharge all
taxest assessments and other governmental charges which may hereafter be
lawfully ifll'>osed upon the Enterprise or any ~art thereof or upon any Revenues
when the same shall become due. The City wili duly observe and conform w1th
all valid requirements of any governmental -authority relative to the
Enterprise or any part thereof, and will comply with all requirements with
respect to any stat~ or federal grlnts received to assist in paying for the
costs of the acquisition, construction or financing of any Jmprove~ents to the
Enterprise.
712. Collection of Charges. The City wi11 have in effect at all. times
an ordinance requiring the owners of any premises located within or without
the limits of the City and connected with the Enterprise to pay the rates,
fees and charges applicable to the Gas and Electric Service provided or made
available to such premises. The City will not permit any part of· the
Enterprise, or any facility thereof, to be used, or taken advantage of, free
of charge by any_ person, firm or corporation, or by any public agency
(including the United States of America, the State and any public corporation,
political subdivision, city, countys district or agency of a~y thereof),
excepting only that the City may without charge use the services and
facilities of the Enterprise.
The City will have in effect at all times while any of the Bonds a'"e
Outstanding an ordinance providf ng for such rates, fees and charges, and
providing for the billing thereof and for a due date and a delinquency date
for each bill. In each case where such bill remains unpaid in whole or in
part after such bill becomes delinquent, the City may disconnect such premises
from ti1e Enterprise, and such premises shall not be reconnected to the
Enterprise unti 1 al 1 delinquent bills and penalties *lave been paid, together
with charges for reconnection.
713. Eminent Domain Proceeds. If all or any part of the Enterprise
shall be taken by eminent domain proceedings. the Net Proceeds realized by the
City therefrom shall be deposited by the City with the Fiscal agent in a
special fund in trust and applied by the City to the cost of acquiring or
constructing or financing Improvements to the Enterprise if (A) the City first
secures arid files with the Fiscal Agent an Engineer's Certificate showing (i)
the estimated loss in annual Net Revenues, if any, suffered, or to be
suffered, by the City by reason of such eminent domain proceedings, (ii) a
general description of the Improvements to the Enterprise then proposed to be
acqui r~d or constructed by the City from such Net Proceeds, and (iii) an
estimate of the additional Net Revenues to be derived from such Impr·ovements;
and (B) the fiscal Agent, on the basis of such Engineer's Certificate,
determines that such additional Net Revenues will sufficiently offset the loss
of Net Revenues, resulting from such eminent domain proceedings so that the
ability of the City to meet its obligations hereunder will not be
substantially illlJaired, which determination shall be final and conclusive. If
the foregoing conditio!'ls are met, the City shall then promptly proceed with
the acquisition or construction or financing of such Improvements
substantially in accordance with such Engineer's· Certificate and payments
therefor shall be made by the Fiscal Agent from such Net Pr-oceeds ar.d from
other moneys of the City lawfully available therefor, and any balance of such
Net Proceeds not required by the City for the purposes aforesaid shall be -
deposited in the Revenue Fund. If the foregoing conditions are not met, then
such Net Proceeds shall be app11ed by the Fiscal Agent pro rata to the
redemption or purchase of the Bonds of each Series then Outstanding in the
proportion which the principal amount of the Oustanding Bonds of each Series
bears to the aggregate principal amount of all Bonds then Outstanding. If the
Fiscal Agent 1s unable to purchase or redeem Bonds in crnounts sufficient to
exhaust the available moneys allocable to each such Series, the remainder of
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such noneys for each such Series shall be held in trust by the Fiscal Agent
and applied to the payment of the Bonds of such Series as the same become due
by their terms, and, pending such application, such remaining moneys may be
invested by the Fiscal Agent in the manner provided in Section 510 for the
investment of moneys in the Bond Reserve Account.
If such eminent domain proceedings have had no effect, or at most a
relatively inmaterial effect, upon the Net Revenues and the security of the
Bonds, and an Engineer 1 s Certificate to such effect has been filed with the
Fiscal Agent, the Fiscal Agent may so determine, which such determination by
the Fiscal Agent shall be final and conclusive and. upon notice thereof. the
City shall forthwith deposit such Net Proceeds in the Revenue Fund.
7i4. Amount of Charges.
(A) The City wi11 9 at all ti1J1es while any of the Bonds remain
Outstanding, fix, prescribe and collect ratest fees and charges in connection
with the Gas and Electric Service so as to yield Revenues at least sufficient,
after making reasonable allowances for contingencies and errors in the
estimates, to pay the following amounts in the order below set forth:
(1) All Operating Costs of the Enterprise;
(2) The interest on a.nd principal or Redemption Price, if
any, on the Bonds as they become due and payable;
( 3) A 11 payments required for comp 1 i ance with the teris of
the Resolution and of all Supplemental and Series Resolutions; and
(4) All payments to meet any other obligations of the City
which are charges, liens or encumbrances upon, or payable from, the
Revenues.
(B) In addition to the requir-ements of the foregoin!:f subsection (A),
the City will, at all times while any of the Bonds remain Outstanding, fix~
prescribe and collect rates, fees and charges in connection with the Gas and
Electric Service so as to yield Net Revenues during the then i111Tiediately
ensuing period of twelve months equal to at least l.25 times the aggregate
amount of Principal Installments of and Interest Requirements on all
Outstanding Bonds 1:11ing due during such per1od. The City may make
adjustments from time to time in such rates, fees and charges and may make
such classification thereof as it deems necessary, but shall not reduce such
rates, fees and charges below those then in effect unless the Net Revenues
frcm such reduced rates, fees and charges will at all times be sufficient to
meet the requirements of this section.
715. Further Assurances. The Cfty will adopt, make, execute and
deliver any and all such further ordinances, resolutions, instrllllents and
assurances as may be reasonably necessary or proper to carry out the intention
or to fadlitate the perfonnance of the Resolution, and for the better
assuring and confirming unto the Ho i de rs of the rights and benefits prov; ded
in the Resolution.
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ARTICLE VIII
SERIES RESOLUTIONS ANO SUPPLEMENTAL RESOLUTIONS
801. Adop~ion and Filing. The City may adopt at any time or from time
to time Series Resolutions to provide for the issuance of a Series of Bonds
and to prescribe the terms and conditions pursuant to which such Bonds may be
issued, paid or redeemed; or Supplemental Resolutions for any one or more of
the following purposes, and any such Series Resolution or Supplemental
Resolution shall become effective in accordance with its terms upon the filing
with the Fiscal Agent of a copy thereof certified by an Authorized Officer:
(1) To add additional cvvenants and agreements of the City for the
purpose of furth~r securing the payment of the Bonds, providP.d such additional
covenants and agreem~nts are not contrary to or inconsistent with the
covenants and agreements of the City contained in this Resolution;
(2) To prescribe further limitations and restrictions upon the
issuance of Bonds and the incurring of indebtedness ~Y the City which are not
contrary to or i neons i stent with the l imitations and restrictions thereon
t~retof ore in effect;
(3) To surrender any right!t power or privilege reserved to or
conferred upon the City by the terms of this Resolution;
(4) To confirm as further assurance any pledge under and the
subjection to any lien, c 1 aim or pl edge created or to be created by the
prov is ions of this Resolution of the Revenues, Funds and Accounts or of any
other moneys, securities or funds;
(5) To modify any of the provisions of this Resolution or any
previously adopted Series Resolution in any other respects!t provided that such
modifications shall not be effective until after al 1 aonds of any Series of
Bonds Outstanding as of the date of adoption of such Series Resolution or
Supplemental Resolution shall cease to be Outstanding, and all Bonds issued
under such resolutions shall contain a specific reference to the modifications
contained in such, subsequent resolutions; or
(6) With the consent of the Fiscal Agent, to cure any ambiguity or
defect or inconsistent provision in this Resolution or to insert su.ch
provi~ ions clarifying matters or questions arising under this Resolution as
are necessary ci'" desirable in the event any such modifications are not
contrary to or inconsistent with this Resolution as theretofore in effect.
802. Supplemental Resolutions Effective with Consent of Bondholders.
The provisions of this Resolution may be modified at any time or from time to
time by a Supplemental Resolution!t subject to the consent of Bondholders in
accordance with and subject to the provisions of Art 1c1 e IX hereof, such
Supplemental Resolution to become effective upon the filing with the Fiscal
Agent of a copy thereof certified by an Authorized Officer.
803. General Provisions Relating to Series Resolutions and Supplemental
Resolutions. This Resolution shall not be modified or amended in any respect
except in accordance wUh and subject to the provisions of this Article VIII
and Article ~X. Nothing contained in this Article VIII· or Article IX shall
affect or 1 imit the right or obligation of the City to adopt, make, do;
execute or deliver any resolution!t act or other instr1.111ent pursuant to the
provisions of Section 715 or the right or obligation of the City to execute
and deliver to the Fiscal Agent or any Paying Agent any instr1.111ent elsewhere
in this Resolution provided or permitted to be delivered to the Fiscal Agent or any Paying Agent.
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A copy of every Series Resolution and Supplemental Resolution adopted by
the City t1hen fi 1 ed with the Fiscal Agent shal 1 be accompanied by a Counsel 1 s
Opinion stating that such Series Resolution or Supplemental Resolution ha!=
been duly and lawfully adopted in accordance with the provisions of this
Resolution, is authorized or permitted by th1s Resolution and is val id and
binding upon the City 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 provisions of this Resolution and to make all
further agree:ments and stipulations which may be contained therein, and, in
taking such action, the Fiscal Agent shall be fully protected in relying on
Counsel's Opinion that such Series Resolution or Supplemental Resolution is
authorized or pennitted 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 or any Paying
Agent may be adopting by the City without the written consent of the Fiscal
Agent or Paying Agent affected thereby.
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ARTICLE IX
AMENDMENTS OF RESOLUTIONS
901. Powers of Amendment. Any modification or amendment of this
Resolution and of the rights and obligations of the City and of the Holders of
the Bonds and coupons thereunder in any particular, may be made by a
Su~plemental Resolution, with the written consent given as hereinafter
provided in Section 902, {i) of the Holde~s of at least two-thirds in
principal amount of the Bonds Outstanding at the time such consent is given,
and (ii) in case less than all of the several Series of Bonds then Outstanding
are affected by the modification or amendment of the 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 such
mod lf i cation or amendment wi 11 , 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 Bonds sh a 11 not be required and such Bonds
shall not be deemed to be Outstanding for the purpose of any calc•Jlation of
Outstanding Bonds un~er this Section. No such modification or amendment shall ·
permit a change in the terms of redemption or maturity of the principai 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 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 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 <;>f the Holders of the Bonds of such
Series. The Fiscal Agent may in its discretion determine whether or not hi
accordance with the foregoing provisions Bonds of any particular Series or
maturity would be affected by any modification or amendment of this Resolution
and any such determination shall be binding and conclusive on the City and all
Holders of 8orids. Th•~ Fiscal Agent may receive an opinion of counsel,
including Counsel's Opi~ion, as conclusive evidence as to whether Bonds of any
particular Series or maturity would be so affected by any such modification or
amendment of this Resolution.
902. Consent of Bondholders. The City may at any time adopt a
Supplemental Resolution ma!<ing a modification or amendment permitted by the
provisions of Section 901 to take effect when and as provided in thjs
Section. A copy of such Supplemental Resolution (or brief Slliltlary thereof or
reference thereto in form approved by the Fiscal Agent) together with a
request to Bondholders for their consent thereto in form satisfactory to the
Fiscal Agent. shall be mailed by the City to Bondholders and shall be
published at least once a week for two (2) successive weeks (but failure to
ma11 such copy an<! request sha 11 not affect the validity of the Supplemental
Resolution when consented to as in this Section provided). Such Supplemental
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 901 and (ii) a Counsel's
Opinion stating that such Supplemental Resoiution has been duly and lawfully
adopted and fiied by the City in accordance with the provisions of this
Resolution, is authorized or· pennitted by this Resolution, and in val id and
binding upon the City and enforceable in accordance with its terms, and (b) a
notice shall have been published as hereinafter in this Section 902 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 1101.
A certificate or certificates by the Fiscal Agent filed with the Fiscal Agent
that 1t has examined such py·oof and that such proof is sufficient in
accordance with Section 1101 shall b~ conclusive that the consents have been
g1ven by the Holders of the Bonds described in such certificate or
certificates of the Fiscal Agent. Any such consent shall be binding upon the
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Holder of the Bonds giving such consent and, anyth1ng 1n Section 1101 to the
contrary n·1twithstanding, upon any subsequent Holder of such Bonds and of any
Bonds issued in el(change thereof (whether or not such subsequent Ho'tder
thereof has notice thereof)~ unless such consent is revoked in writing by the
Holder of such Bonds giving such consent or a subsequent Holder thereof by
filing. with the Ff seal Agent prior to the time when the written statement of
the Fiscal Agent hereinafter in this Section 902 provided for is filed, such
revocation and, if such Bonds a.re transferable by delivery, proof that such
Bonds are held by the signer of such revocation in the manner permitted by
Section 1101. The fact that a consent has not been revoked m~y 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 Holders of the required percentages of Bonds shall have ~iled
their consents to the Supp1emantal Resolution9 t.he Fiscal Ageot shall make and
file with the City and the Fiscal Agent a writt~n statement that the Holders
of such required percentages of Bonds have ~iled such consents. Such written
statement shall be conclusive that such consents have been so filed. At any
time thereafter ~otice, stating in 5ubstance that the Supplemental Resolution
(which may be referred to as a Supplemental Resolution adopted by the City on
a stated date, a copy of which is on file with the Fiscal Agent} has been
consented to by the Holders of the required percent.ages of Bonds arid wi 11 be
effective as provided in this Section 9029 may be given to Bondholders by the
City by ma i 1 i ng such notice to Bondholders C but fa i 1 ure to mail such not ice
shall not prevent suc:h Suppleme11tal Resolution from becoming effective and
binding as in this Section 902 provided) and by publishing the same at least
once not more than ninety (90) days after the Holders of tlie required
percentages of Bonds shall have filed their consents to the Supplemental
, Resolution and the written statement of the Fiscal Agent hereinabove provided
·ior is filedL The City shal 1 file with the Fisc.Jl Agent proof of 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 Section 902 to be filed with the Fiscal Agent,
shall be proof of the matters therein stated. Such Supplemental Resolution
making such amendment or modification shall be deemed conclusively binding
upon the City, the Fiscal Agent and each Paying Agent and the Holders of all
Bonds and coupons ilt thP e1.piration of thirty (30) days after the filing with
the Fiscal Agent of the proof of the first publicat~on 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 COl'llllenced within such thirty (30) day
period; provided, however, that the City, the Fiscal Agent 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 the·ir
absolute discretion to take such action, or to refrain from taking such
action, with respect to such Supplenental Resolution as they may deem eA.pedient.
9C3. Modifications by Unanimous Consent. The terms and provisions of
this Resolution and the rights and obligations of the City and of the Holders
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 City of a
Suppl emen ta 1 Re solution anci the con sent of the H!> l ders of a 11 of the Bonds
then Outstanding9 such consent to be given as provided in Section 902, except
that no notice to Bondholders either by mailing or publication shall be
required.
904. Mailing and Publication.
(A) Any provision in this Article for the matling 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 City, (ii) to ei\ch
Holder of any Bond payable to bearer who shall have f i 1 ed with the Fi sea 1
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Ag~nt within two (?.) year"s preceding such mailing. a mailing address for
notices, and (111) tu the Fiscal Agent.
(B) Any provtsion 1n this Article for publication of a notice or other
matter shall require the publication thereof only in an Authorized Newspaper.
905. Exclusion of Bonds. Bonds cwned or held by or for the account of
the City shall not be deemed Outstanding for the purpose of consent or other
action or any calcuht1on of Outstanding Bonds provided for 1n this Article~
and the City shall not be entitled with respect to suet. Bonds to give a.ny
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 City shall furnish
the Fiscal Agent a cert1f1cate of !~ Authorized Officer, upon which the Fiscal
Agent may rely, describing all Bonds so to be excluded.
906. N11tation on Bonds. Bonds delivered after the effect 1ve datE. of
any action taken as 1n Article VIII or th1s Article provided may. and if the
Fiscal Agent so determines, shall bear a notation by endorsement or otherwise
in form approved by the C 1 ty and the F 1s~ a 1 Agent as to such action, and in
that case, upon demand of the Holder of al'!y Bond Outstanding at such effective
date and upon presentation of such Bond for the purpose at the Principal
Office of the Fiscal Agent, su1tab1e notation shall be made on such Bond by
the Fiscal Agent as to any such action. If the City or the Fiscal Agent shall
so determine, new Bonds so modif1ed as 1n the opinion of the Fiscal Agent and
the City to conform to such action shall be prepared and delivered, and upon
demand of the Holder of any Bond then Outstanding shall be exchanged, wtthout
cost to such Bondholder. for Bo!'lds of the same Series and maturity then
Outstanding, upon surrender 1Jf such Bonds with al 1 unpaid coupons. if any,
appertaining thereo.
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ARTICLE X
EVENTS OF DEFAULT AND REMEDIES OF HOLDERS
1001. Events of Default and Acceleration of Maturities.
(A) If one or more of the following events (heretn called "events of
default") shall happen, that is to say:
(a) if default ~hall be made in the due and punctual pa,>ment
of the principal of or Redemption Price 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
otherw1se, and such default shall have continued for a period of
thirty (30) days;
(b) 1f default shall be macie in the due and punctual p~yment
of any i nsta 1 lment of interest on any Bond when and as the sama
shall become due and pa1able, and such default shall have continued for a pe~iod of thirty l30) days;
(c) 1f default shall be made by the City in the observance of
any of the covenants, agreements or conditions on its part in the
Resolution or in any Supplemental or Series Resolution or in the
Bonds contained, and such default shall have continued for a period
of sixty (60) days after the City shall have be~n given notice in
writing of such default by the Fiscal Agent; or
(d) if the City shall file a petition or answer seeking
re1Jrgan1zation or arrangement under the federal bankruptcy laws or
any other applicable law of the United States of America, or if a
court of c0111>etent jurisdication shall approve a petition, filed
with er without the consent of the City, seeking reorganization
under the federal bankruptcy laws or any other applicable 1 aw of
the United States of America, or if, under the provisions of any
other law for the relief or aid of debtors, any court of co~etent
jurisdiction shall asslllle custody or control of the City or of the
whole or any substantial p3rt of its property;
then, and in each and ev~ry such case during the continuance of such event of
default, the Fiscal Agent, by notice in writing to the City, may, and upon the
written request of the Holders of not less than twenty-five per cent (25%) in
aggregate principal amount of the Bonds at the time Outstanding, shall,
declare the principal of all of the Bonds then Outstanding, and the interest
accrued thereon, to be due and payable irrmediately, and upon any such
declaration the same shall become and shall be inwnediately due and payable,
anything contained in the Resolution or in the Bonds to the contraty
notwithstanding.
This provision, however, is st1bject to the condition that ifs at any
time after the principal of the Bonds shall have been so declared due and
payable, the City shall pay to or shall deposit with the Fiscal Agent a sum
sufficient to pay all principal on the Bonds maturing prior to such
c~eclaration and all matured installments of interest (if any) upon all the
Bonds, and any and all other defaults known to the Fiscal Agent (other than in
the payment of principal of and interest on the Bonds due and payable solely
by reason of such declaratfon) shall have been made good or cured to the
-Slt1sfact1on of the Fiscal Agent, or provision deemed by the Fiscal Agent to
be adequate shall have been made therefor, then, and 1n every such case, the
Holders of not less than a majority in aggregate principal amount of the Bonds
then Outstanding, by writtsn notice to the City and to the Fiscal Agent, may,
on behalf of the Holders of all of the Bonds. rescind and annul such
deoe1arat1on and its consequences; but no such rescission and annulment shall
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-;xtend to or shall affect any subsequent default, or shall i~air or exhaust
any right or power consequent thereon.
(B) If municipal bond gu4ranty fnsurance shall be issued by the
insurance co~anies cooiprising Municipal Bond Insurance Association on t:.e
Bonds, then the foregoing is subject to the following provisions:
( 1) Neither the Fis ca 1 Agent nor the Holder of any of the Bonds
shall have any right to accelerate the payment of the principal of or
interest on the Bonds unless there has been u default in the payment of
the principal of or 1ntert:!st on the Bonds when due ctnd Municipal Bond
Insurance Association on behalf of its members shall have defaulted on
its ob 1 i gat ion to depos 1 t funds on the due date of such pa,Y1T1ent or
within one business day after receipt of notice of such non-payment,
whichever is later, with Citibank, N.A., New York, New York, as fiscal
agent (the "fiscal agent"), sufficient for the payment of al 1 Bonds and
coupons then in defat11t, such rotice of suer default being from the
fiscal agent or any Holder of a Bond. Municipal Bond Insurance
Association, upon deposit by it in an account with the fiscal agent of
an am(tunt equal to all principal and interest then in default for the
payment of all Bonds and coupons in default, shall have the right to
declare the principal of al 1 Bonds then Outstanding and th~ interest
accrued thereon iT!llled i ate ly due and pay ab 1 e by written notice to the
City and the Fiscal Agent and the fiscal a~ent and such principal and
interest shall thereupon become 1r.rnediately due and payable.
(2) No amendment, modification or waiver of any provision of this
Resolution or the Bonds may be made which relates to the acceieration of
the payment of the principal of or interest on the Bonds before the
stated maturity thereof, without the prior written consent of Municipal
Bond Insurance Association, and any such attempted amendment,
modification or waiver without such consent shall be of no force and
effect.
1002. Application of Funds Upon Acceleration. All of the Revenues and
all sums in all of t·,_..! Funds and Accounts provided for in Sections 501 and 503
upon ·the date of the declaration of acceleration by the Fiscal Agent as
provided in Section 1001, and all Revenues thereafter received by the City
hereunder, shall be transmitted to the Fiscal Agent and ~hall be applied by
the Fiscal Agent in the following order:
FIRST, to the payment of the costs and expenses of the Ho1ders in
providing for the declaration of such event of default, including reasonable
CO!ll>ensat'!on to their accountants, counsel and engineers, and to the pa.}1llent
of the costs and expenses of the Fiscal agent, 1f any, 1n carrying out the
provisions of this article, including reasonable coqJensation t.:> its
accountants, counsel and engineers;
SECOND, to the payment of the Ma1ntenance and Operation Costs of the
Enterprise; and
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THIRD, upon presentation of the several Bonds and coupons 9 and the
stamping thereon of the amount of the payment if only part 1al ly paid, or upon
the surrender thereof if fully paid, to the payment of the whole amount then
owing and unpaid upon the Bonds for interest and principal. with interest on
the overdue interest and principal at the rate of seven percent (7%) per
annum, and in case such moneys shall be insuff1c1ent to pay in full the whole
amount so owing and unpaid upon the Sond'i, then to the pa)'ment of such
interest, principal and interest on overdue interest ancJ principal without
preference or priority among such ~r.terest, principal and in~erest on overdue
interest and principal, ratably to the aggregate of such interest, principal
and interest on overdue interest and principal.
1003. Other Remedies of Holders. Any Holder shall have the right, for
the equal benefit and protection of all Holders similarly situated:
(a) by mandamus or <'.'ther suit or proceeding at 1 aw or in
equity to enforce his right against the City and any of the
officers and employees of the City and to compel the City or any
such officers or employees to perform and carry out their duties
u"!der the Bond Law and their agreements with Holders as provided in
the Resolution;
(b) by suit in equity~ require the City to account as the
trustee of an express trust; or
(c) by suit in equity, to enjoin any acts or things which are
unlawful or violats the rights of the Holders.
1004. Non-waiver. Nothing in this Article or in any other provision of
the Resolution, or in the Bonds or in the coupons, shall affect or impair the
obligation of the City, which is absolute and unconditional, to pay the
interest on and principal or Redemption Price, if any, on the Bonds to the
respective Holders of the Bonds and coupons at the respective dates of
maturity or upon prior redemption, as herein provided, out of the Net
Revenues, or affect or i~air the right of actions which is also absolute and
unconditional 9 of such Holder~ to institute suit to enforce such pavment by
virtue of the contract embodi~d in the Bonds and coupons and in the Resolution.
A waiver of any default or breach of duty or contract by any Holder
shall not affect any subsequent default or breach of duty or contract, or
impair any rights or remedies on any such su~sequent default or breach. No
delay or omission of any Holder-to exercise any right or power accruing upon
any default shall impair any such right or power or shall be construed to be a
waiver of any such default or an acquiescence therein; and every power and
remedy conferred upon the Holders by the Bond Law or by this Article may be
enforced and exercised from time to time and as often as shall be deemed
expedient by such Holders.
If any suit, action or proceeding to enforce any right or exercise any
remedy 1s abandoned or determined adversely to any Holder, the City and such
Holder shall be restored to their former positions, rights and remedies as if
7uch suit, action or proceeding had not been brought or taken.
1005. Actions by Fiscal A~ent as Attorney-in-Fact. Any suit, action or
proceeding which any Holder shal have the right to bring to enforce any right
or remedy hereunder may be brought by the Fiscal Agent for the equal benefit
and protection of all Holders similarly situated and the Fiscal Agent is
hereby appointed (and the successive respective Holders of the Bonds and
interest coupons issued hereunder, by taking and holding the same, shall be
. conclusively deemed so to have appointed it) the true and lawful
attorney-in-fact of the respective Holders of the Bonds and interest coupons
for the purpose of bringing any such suit, action or proceeding and to do and
perform any and a11 acts and things for and on behalf of the respective
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Holders of the Bonds and coupons dS a class or classes, as may be necessary or
advisable in the opinion of the Fiscal Agent as such attorney-in-fact.
1006. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the H~lders is intended to be exclusive of any other remedy, and
every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing, at law or in equity or by
statute or otherwise, and may be eY.ercised w1thout exhausting and without
regard to any other remedy conferred by the Bond Law or any other law.
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' .
ARTICLE XI
EXECUTION OF INSTRUMENTS BY BONDHOLO~RS ANO
PROOFS OF OWNEP.SHIP OF BONDS
1101. Evidence of Signatures of Bondholders and Ownership of Bonds.
Any request, dlrection, consent, revocation of consent, or other instrt.ment in
writing required or permitted by this Resolution to be signed or executed by
Bondholders may be in any number of concurrent instruments of simH ar tenor,
and may be signed or executed by such Bondholders in perso!'l or by their
attorn~ys or a9ents appointed by an instrument in writing for that purpose or,
in the case of coupon Bonds, by any bank, trust COfl'4Jany, or other depository
of such Bonds. Proof of the execution of any such instrument, or of any
instrument appointing any such attorney or agent, and of the holding and
ownership of Bonds shall be sufficient for any purpose of this Resolution
(except as other~ise herein provided), if made in the following manner:
( 1 ) The fact ar.d date of the execution by any Bond ho 1 der or his
attorney or agent of any such instrtment and of any instrument appointing any
such attorney or agent, may be pr~ved by delivery of a certificate, which need
not be acknowledged or verified, of an officer of any bank, or trust CO:tl>any,
or of any notary public, or other officer authorized to take
acknowledgements. Where any such instrument is executed !>y an officer of a
corporation or association or a member of a partnership on behalf of such
corporatfon, association or partnership, such certificate shall also
constitute sufficient proof of his authority.
(2) The fact of -~he holding of coupon Sonds by any Bondholder and
the amount and the numbers of such Bonds and the date of his ho 1 ding the same
(unless such Bonds t-e registered} may _be proved by a certificate executed by
an officer of any bank, or trust company, if such certificate shall be deemed
by the Fiscal Agent to be satisfactory, showing that at the date therein
mentioned such person had on deposit with or exhib'ited to such bank, or trust
company, the Bonds described in such certificate. -The Fiscal Agent may
conclusively asst.111e that such ownership continues until written notice to the
contrary is served upon the Fiscal Agent. The ownership of registered Bonds
·--· -s!l~J} __ bt-:-p-rovP.d by th~ registry books lield_ by the Fiscal Agent under the
provisions of this Resolution.
Nothing contained in this Article shall be construed as limiting the
Fis~al Agent to such proof, it being intended that the Fiscal Agent may accept
any other evidence of the matters herein stated which mav seem sufficient.
Any request or consent of the Holder of any Bond shall ~bind every future
Ho1der of the same Bond in respect of anything done or suffered to be done by
the City, the Fiscal Agent or any Paying Agent in pursuance of such request or
consent.
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• • • •
1201. Oefeasance.
ARTICLE XII
DEF EA SANCE
(:.\) If the City shall pay or cause to be paid, or there shall be
otherw~se paid, to the Holders of the 9onds and coupons then Outs~anding, the
principal and interest and Redemption Price, if any, to become due thereon, at
the times and in the manner stipulated therein and in this Re sol 1Jt ion, then
and in that event the covenants, agreements and other obligations of the City
to the Bondholders shal 1 be discharged and satisffad. In such event, the
Fiscal Agent shal 1 , upon reque$t of the City, execute and deliver to the City
all such instrt.ments as may be desirable to evidence such release and
dischar~e and the Fiscal Agent and the Paying Agents shall pay over or deliver
to the ~ity all moneys or securities held by them pursuant to this Resolution
which a.re not required for the payment or redemption of Bonds or coupons not
theretofore surrendered for such payment or reder.pt.ion.
{B) Bonds or coupons or 1ntet·est installments for the payment or
redemption of which moneys shall then be held by the Fiscal Agent or the
Paying Agents {through deposit by the City of funds for such payment or
redemption or· otherwise}, whether at or prior to the inaturity or the
redefT\'.ltion date of such Bonds, shall be! deemed to have been paid within the
meaning and with the effect expressed in subsection (A) of this Section 1201.
All Out~tanding Bonds of any Series and all coupons appertaining to such Bonds
shall, p·rior to the maturity or redemption date thereof, be deemed to have
been paid within the meaning and with the effect expressed in subsection {A)
of this Section 1201 if ( i) in case any of said Bonds are to be redeemed on
any date prior to their maturity, the City shall have given to the Fiscal
Agent, in form satisfactory to it, irrevocable instructions to publish as
provided in Article IV of this Resolution notice of redemption on said date of
su'h Bonds, (ii) there shall have been deposited with the Fiscal Agent either
moneys in an amount which shall be sufficient, or Federal Securities the
principal of and interest on which when due will provide moneys which,
together with moneys, if any, deposited with the Fiscal Agent at the same
time, shall be sufficient to pay when due the principal or Redemption Price,
if applicable, and interest due and to become due on said Bonds on and prior
to the redemption date or maturity date thereof, as the case may be, and (iii)
in th~ event that said Bonds are not by their terms subject to redernptf.on
within the next succeeding 60 days, the City shall have given the Fiscal Agent
in form satisfactory to it irrevocable instructions to publish, as soon as
practicable, at least twice, at an interval of not less than seven days
between publications, in Authorized Newspapers a notice to the Holders of such
Bonds and coupons that the deposit required by clause (ii) above has been made
with the Fiscal Agent and that said Bonds and coupons are deemed to have been
paid in accor~ance with subsection (A) of this Section 1201 and stating such
maturity or redemption date upon which moneys are to be available for the
payment of the principal or Redemptior. Price, if applicable, on said Bonds.
Neither Federal Securities nor moneys deposited with the Fiscal 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; provid~d that any cash received from
such principal or interest pa~nents on such F~deral Secur;ties deposited with
the F1scal Agent, if not then needed for such purpose, shal 1, to the extent
practicable, be reinvested in federal Sr::11rities maturing at times and in
principal amounts sufficient to pay whe.. due the principal or Redemption
Price, if applicable, and interest to become due on said Bonds on and prior to
suc_h rede111>tion date or maturity date thereof, as the case may be, and
interest earned from such reinvestments shall be paid over to the City as
received by the Fiscal Agent, free and clear of any trust, lien or pledge.
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-(C) Anything in this Resolution t1J the contrary notwithstanding, any
moneys held by the Fiscal Agent or Payi11£ Agents in trust for the payment and
discharge of any cf the Bonds or coupons which remain unclaimed for four years
after the date when such Bonds have become due and payab 1 e, e1 ther at the1 r"
stated maturity dates or by call for earHer redef11>tion, if such moneys wer~
held by the Fiscal Agent or Payir.g Agents at such date, or for four years
after the date of deposit of such moneys if deposited w1th the Fiscal Agent or
Paying Agents after the said date when such Bonds became due and payable,
shall, at the Written Request of the City. be repaid by the Fiscal Agent or
Paying Agents to the City, as its absolute property and free from trust, and
the Fiscal Agent or Paying Agents shall thereupon be released and discharged
with respect thereto and the Bondholders shall look only to the City for the
payment of such Bonds and coupo~s; prov1d~d, however, that before being
required to make any such pa)1Tlent to the City, the Fiscal Agent or Paying
Agents shall, at the expense of the City, cause to be published at least
twice, at an interval of not less than seven days between pul>lications, in
Authorized Newspapers, a notice that said moneys remain unclaimed and that,
after a date named in said notice, which date shall be not less than thirty
(30} days after the date of the first publication of such notice, the balance
of such moneys then unclaimed will be returned to the City.
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. ...
..
ARTICLE XII I
MISCELLANEOUS
1301. Preservation and Inspection of Documents. A11 documents received
by the Fiscal Agent or any Paying Agent under the provisions of th1s
Resolution or any Series Resolution shall be retained in its possession and
shall be subject at all reasonable times to the inspection of the City, the
Fiscal Agent or any Paying Agent, and, upon written request of not less than
five percent (51) in principal amount of the Holders of the Outstanding Bonds,
Bondholders and their agents and representatives, any of whom may make copies thereof. ·
1302. Parties of Interest. Nothing in this Resolution or in any Series
Resolutio~ 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 City, Fiscal Agent, Paying Agents and the Holders of the
Bonds and coupons appertaining thereto any rights, remedies or claims under or
by reason of this Resolution or any Supplemental or Series Resolution or any
covenants, coridition or stipulation thereof; and all covenants, stipulations,
promises and agreements in this Resolution and any Series Resolution contained
by or on behalf of the City shall be for the sole and exclusive benefit of the
City, Fiscal Agent and Paying Agents and the Holders from time to time of the
Bonds and the coupons appertaining thereto.
1303. No Recourse Under Resolution or on Bonds. All covenants,
stipulations, promises, agreements and obligations of the City contained in
this Resolution shall be deemed to be the covenants, st·ipulations, promises,
agreements and obligations of the City and not of any member, officer or
employee of the City in his individual capacity, and no recourse shall be had
for the payment of the principal or Redemption Price of or interest on the
Bonds or for any claim based thereon or on this Resolution against any member,
officer or employee of the City or any person executing the Bonds.
1304. Severability. If any one or more of the covenants, stipulations,
promises, agreements or obligations provided in this Resolution on the part of
the City, Fiscal Agrnt or any Paying Agent to be performed should be
determined by a court of c001>etent jurisdiction to be contrary to law, then
such covenant or covenants, stipulation or stipulations, promise or promises,
agreement· nr agreements, obligation or obligations shall be deemed a11d
construed to be severable from the remaining covenants, stipulations.
promises, agreements and obligations herein contained and shal 1 in no way
affect the validity of the other provision of this Resolution.
1305. Funds and Accounts. A .. y Fund or Account required by the
Resolution to be established and maintained by the City or the Fiscal Agent
may be established and maintafned in the accounting records of the City or the
Fiscal Agent either as a Fund or an Account, and mayj for the purpose of such
records, any audits thereof and any reports or statements with respect
thereto, be treated either as a Fund or as an Account; but all such records
· with respect to ·all such Funds and Accounts shall at all times be maintained n
accordance with Generally Accepted Accountjng Principles and with due regard
for the protection l)'f the security of the Bonds and the rights of every Holder thereof.
1306. Headings. Any headings preceding the texts of the several
Article~ and Sections hereof, and any table of contents or marginal notes
appended to co pi es hereof, sha 11 be sole 1 y for convenience of reference and
shall not constit1Jte a part of this Resolution, nor shall they affect its
meaning, construction or effect.
1307. Conflict. All resolutions or parts of resolutions or other
proceedings of the City in conflict herewith shal 1 be an~ the same are
repealed insofar as such conflict exists.
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t • • •
1308. Eff€!ct1ve Date. Th1s Resolution shall take effect fnrnediately
upon its adoption.
• * * * * * * * * *
I hereby certify that the foregoing 1s a full, true anr correct copy of
a resoluti01'J duly passed and adoptad by the Cr11 1,,c1l cf the City of Palo Alto,
California, at a meeting thereof held on the 29th day of January , 1979,
by the following vote of the meJT!bers thereof: --~
AYES, and in favor thereof 1 Counc1lmembers: Brenner, Carey, Clay, Eyerly.
FazzfnQ, Fletcher, Hen~erson, Sher, Witherspoon
NOES, Councilmernbers: None
ABSENT, Councilmer.Ders: None
NOi PARTICIPATING: None
ity of Palo Alto
APPROVED:
c::=:~-------
Mayor ~
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