HomeMy WebLinkAboutRESO 5216' . --------~---------------------------
~ML:KIJ:v 6-3-76-60
RESOLUTIO,.~ NO. 5216
A RESOLUTION AUTHORIZI?lG Ai.'10 PROVIDING
FOR THE ISSUANCE OF CITY OF PALO ALTO
REVENt.'E ANTICIPATION NOTES, $3,500,000
ORIGINAL
RESOLVED, by the Council Of the City Of Palo Alto,
California, as follows:
l. Authorization to Borrow Mone • That the City borrow
money pursuant to Article 7.6 commenc ng with Section 53850) of
Chapter 4, Part l, Division 2, Title 5 of the Government Code of
the State of California, such indebtedness to be represented by
a revenue anticipation note issued pursuant to said Article and
this resolution.
2. Amount. Th~t the principal amount to be borrowed
shall be $3,500,000 to be used and expended solely for the pur-_
pose of discharge of obl~;ations of the City incurred in connec-
tion with land acquisition in the Foothills area of the City, a
purpose for which the City is authorized to expend moneys.
3. Designation, Denomination, Date, Interest. That
the Note shall be known as "city ol Palo Alto Revenue Anticipa~
tion Note• (hereinafter called •the Note") .and shall mature
January l, 1977.
The Note shall be issued as a D4!90tiable Note in the
denomination of $3,500,000 or as a fully registered Note in the
denomination of $3,500,000. The fully registered Note and the
negotiable Note shall_be substantially in the forms hereinafter
set fortb .•
The Note shall bear interest at a rate not to exceed
the rate of eight percent (8\) per annum, payable on January l,
1977. Both the principal of and interest on the Note shall be
payable in lawful money of the United States of America at the
p~incipal office of the Paying Agent and Registrar (herein called
•paying Agent•} in the Ci~y_ -~-nd-County of San Francisco, State of
California.
-. The neqotiable Note shall be dated as of June 9,
1976, and shall bear interest from its date~ Payment of interest
on the nec;otiable Note due on maturity thereof 9hall be made only
upon presentation and surrender of the Note at maturity.
_ The fully reqistered Note shall be dated as of June
9, 1976, and shall bear interest froa. its date. Payment of the
interest on the fully registered Note shall be made to the person
-~ppearing on the registration books of the Paying Agent as the
registered owner thereof, such interest to be paid by check or
draft mailed to the registered owner at his address as it appears
on such registration books or at such address as he may have
filed with the Paying Agent for that purpose.
4. Inter9st-After Maturity. If, upon presentation at
maturity payment of the Note Is not made in full accordance with
the terms of this resolution, said Note shall continue to bear
interest at the rate stated in the Note until paid in full.
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S. Noncallable. The Note shall not be subject to re-
demption prior to the stated maturity date.
6. Form. The negotiable Note, the fully registered
Note and the form of Paying Agent's certificate of tegistration,
corresponding negotiable Note endotsement, and assignment to
appear thereon, shall be substantially in the forms, respectively,
with necessary or appropriate variations, omissions and insertions
as permitted or required by this reaolution, set forth in Exhibit
"A" hereto attached and made a part hereof by reference.
7. Execution. The Note shall be executed on behalf of
the City by the s19nature of its Mayor and the signature of its
City Clerk who are-in office on the date of the adoption of this
resolution or at any time thereafter, and the seal of the City
shall be impressed~ imprinted or reproduced by facsimile thereon.
Either of such signatures may be affixed by facsimile thereof,
provided that one of such signatures shall be manually signed on
each Note. If any officer whose signature appears on any Note
ceases to be such officer before delivery of the Note to the pur-
chaser, such si9nature shall nevertheless be as effective as if
the officer had r~ined in office until the delivery of the Notes
to the purchaser. .The Note may be signed and attested on behalf
of the City by such persons as at the actual date of the execution
of such No~e shall be the proper officers of the City although at
the nominal date of such Note any such person shall not have been
such officer of the City._
8. Nature of Neiotiable Note. The negotiable Note
shall be negotiable and transferable by delivery. The City and
the Paying Agent may treat the bearer of the negotiable Note,
whether or not such Note shall be overdue, as the absolute owner
of such Note for the purpose of receiving payment ·thereof and for
all other purposes whatsoever, and the City and the Paying Agent
shall not be affected by any notice to the contrary.
9. Transfer of Registered Note. The fully registered
NQ't;e may, in accordance with its terms, be transferred, upon the
books required to be kept pursuant to the provisions of Section 11,
by the person in whose name it is registered, in person or by his
duly authorized attorney, upon surrender of such fully registered
Note for cancellation, accompanied by delivery of a written instru-
ment of t~ansfer in a form approved by the Paying Agent, duly
executed.
Whenever any Note shall be issued pursuant to this
resolution as a fully registered Note, there shall be reserved
by the Fiscal Agent unissued a negotiable Note, of the same
maturity, denomination and principal amount as such registered
Note. ·
Whenever any fully registered Note shall be surrender~d
for transfer, the City shall execute and deliver a new fully
register~ Note for like aggregate principal amount.
No transfer of a fully registered Note shall be re-
quired to be made during the 15 days next preceding January 1,
1977.
10. Exchan~e of Note. The fully registered Note may be
exchanged at the principal office of the Paying Agent in San ' ·.
Francisco, California, for a negotiable Note in the same principal
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amount and the neqotiable Note may be exchanged at.said office
of ~he Paying Agent for a fully registered Note in the same prin-
cipal amcunt and of the same maturity. The Paying Agent shall
preserve the negotiable Note surrendered to it for exchange and
may subsequently reissue said negotiable Note in exchange for a
fully registered ~Iote, as hereinabove provided. The City may
charge a su.~ not exceeding $5.00 for each new Note issaed upon
any exchange (except in the case of the first exchange of any
definitive Note in the form in which it is originally issued) and
the Paying Agent shall require the payment of the Note holder
requesting such exchange of any tax or other governmental charge
required to be paid with respect to such-exchange.
11. Books of Registration and Transfer. The Paying
Agent will keep or cause to be kept, at its principal office in
San Francisco, California, sufficient books for the registration
and transfer of the Note, which shall at all times be open to
inspection by the-city and upon presentation for such purpose,
the Paying Agent shall, under such reasonable regulations as it
may prescribe, register or transfer or cause to be registered or
transferred, on said books, Notes as hereinabove provided.
12. Proceeds of Sale. At any -time after the adoption
of this resolution, the City may sell,and deliver Notes in the
aggregate principal amount of not to exceed Three Million Five
Hundred Thousand Dollar$ ($3,500,000)~ The proceeds received
from the sale of the Notes shall be paid to the City Treasurer
of the City, who shall forthwith:
(a) Deposit in the Revenue Anticipation Note
Special Fund edtablished pursuant to Section 15, a
sum equal to any accrued interest and premium re-
ceived upon the sale of the Note:
(b) Apply the remainder of such proceeds to
the payment and satisfaction of the obligation of
the City incurred in connection with the acquisi-
tion •of lands in the Foothills area of the City.
13. Security: Pledge, Lien, AssiSlJl!!nt. The Notes shall
be secured by funds now on deposit with various banks and
represented by the certificates of deposit listed in Exhibit •sn
hereto attached and cade a part hereof by reference, which funds
are revenues received or accrued during the fiscal year 1975-76,
the fiscal year in which said Note is issued. All of said funds
(herein referred to as •the Revenues•) are pledged for the pay-
ment of the Notes and the interest thereon, and the Notes are a
first lien and charge against the Revenues. The Revenues are
hereby assigned to the holders or owners of the Notes.
14. Special Fund. There is hereby created a special fund
to be known: as the City of Palo Alto Revenue Anticipation Note
Special Fund (herein called the •RAN Special Fund") , which shall
be held, maintained and operat.ed by the City Controller. The City
shall deposit in the RAN Special Fund that portion of the Revenues
necessary to pay or redeem the Notes and t..~e interest thereon when
due. All moneys at any time paid into the RAN Special Fund, in-
cluding sums paid by the City -Treasurer under Section 12(a), shall
be held by the City Controller in trust for the benefit of the
holders and registered owners from time to time of the Notes and
shall be disbursed, allocated and applied solely to the payment of
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principal and interest on the Notes. So lon9 as any of the
Notes are outstanding, the City shall not have any beneficial
right or interest in such moneys.
15.
and Savings
City to act
vided.
Payinq Agent. The Bank of America National Trust .
Association ls hereby appointed ~ayiriq A9ent for the
as the Agent of the City for the purposes herein pro-
16. Refunding Notes. Outstanding Notes may be refunded
by the City by the issuance of its refunding Notes in such amount
as the Coi.incil may deem necessary to refund the principal of the
Notes to be so refunded, any unpaid interest to be paid in con-
nection therewith, and any discount and funded interest.
1 7. Refunding Purpose.s. Reful"din9 Notes may be issued
to refund, pay and discharge afl or any part of such outstanding
Notes including any interest thereon in arrears or to become
due, for one or more purposes of:
_ (a) Curing a past or avoiding a prospective
default;
(b) Reducing interest costs or of effecting
other economies1
(c) Modifying or eliminating restrictive con-
tractual limitations concerning the outstanding Notes;_
or
(d) Facilitating any foreclosure proceeding.
18. Methods of Refundinc;. Any such refunding may be
effected, whether the.Notes to be refunded shall have matured or
shall thereafter mature, either,
(a) By sale of the refunding Notes and the
application of the proceeds thereof, directly or in-
directly, to the payment of the Notes to be refunQed thereby, or · · ·
(b) By exchange of the refunding Notes for the
Notes to be refunded thereby1
{c) But.the holders of any Notes to be so re-
funded shall not.be compelled, without their consent,
t_o surrender their Notes for payment or exchange prior
to the date on which they are payable by maturity,.
date~ and
(d) Except to the extent expressly or by im-
plication inconsistent with any refundinq law, the
provisions of Section 16, 17 and 18 shall govern the
iss~n_ce of such refundi_ng ?totes and the establishmen_t
of any.escrow in connection therewith.
19~ Arbitrage. On the basis of the facts, estimates and
circumstances.now in existence and in existence on the· date of
issue of the Notes, as determined by the Cit;;y Treasurer·, :the City
hereby covenants and warrants and the City Treasurer is authorized
to certify that it is not expected that the prqceeds of the Notes
will be used in a manner that would cause such obligatjons to be
arbitrage bonds. Such certificate sha~l be delivered to the pur-·
chaser together with the Notes and the opinion of .counsel provided
in Section 20.
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20. Id. -Qpinion. The certification provided in Section
19 shall be accompanied by the legal opinion of bond counsel
that it is not expected that the proceeds of the Notes will be
used in a manner that would cause such-obliqations to be arbitrage
bonds.
* * * * * • * * • * * * *
I hereby certify that the-foregoing is a full, true and
correct copy of a resolution duly passed and adopted by the City
Council of the City of Palo Alto, California, at a regular meet-
ing duly held .on the 7th day of June, 1976, by the following vote
of the members thereof:
AYES, and in favor thereof, Councilmembers: Beahrs, Betwald,
Carey, Clay, Comstock, Eyerly, Norton, Sher, Witherspoon
NOES, Councilmembers : None
ABSENT, councilmembers: None
APPROVED:
APPROVED: cc:~
WILSON, JONES, MORTON & LYNCH '/if eed.~ ~~
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EXHIBIT "A"
(Form of Negotiable Note)
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
.. _.£J_TY OF PALO ALTO
REVENUE ANTICIPATION NOTE
$3,500,000
The City of Palo Alto, a municipal corporation, duly
organized a..~d existing under and by virtue Qf the laws of the .State
of California (the •city•), for value received, hereby promises
to pay to the bearer hereof the principal sum of Three Million
Five Hwidred Thousand Dollars ($3,500,000) on January 1, 1977,
together with interest on such principal sum from the date hereof
until payment of such principal sum in full, at the rate of
percent ( t) per annum, payable on January 1, 1977,
-up-on_p_r-esentation and surrender of this Note. Both the principal
of and interest on this Note are payable in lawful money of the
United States of America at the principal office of the Bank of
America National Trust & Savings Association (the aPaying Agent"),
in San Francisco, california. ·
This Note constitutes all of a duly authorized issue
of Cityof Palo Alto Revenue Anti.cipation Notes (the "Notes•).
The Notes are issued pursuant to the Constitution and laws of the
State of California and pursuant to a resolution (herein called
the •Resolution•) adopted by i:he City Council on June 7, 1976.
All of the Notes are equally and ratably secured in accordance
with the terms and conditions of the Resolution, to which refer-
ence is hereby made for a specific description of the security
therein provided and of the nature, extent and manner of enforce-
ment of such security, and a statement of the rights of the
bearers and registered owners of the Notes, to all of the provi-
sions of which.the bearer of this Note, by his acceptance of this
Note, consents and agrees.
If, upon presentation at maturity, payment of this Note
is not made in full accordance with the terms of the Resolution,
said Note shall continue to bear interest at the rate stated herein
until paid in full.
The Notes are issued by the Ci.ty to aid in financing the
discharge of obligations of the City incurred in corµiection with
land acquisition in.the Foothill,s area of the City~ ·and are secured
by a first and exclusi-,,e lien upon and pledge of funds now on
deposit with certain.banks, represented by certificates of deposit
and particularly· identified in the Resolution, which funds are --I
revenues received ~r accrued during the fiscal· year 1975-76, the
fiscal year in which the Notes are issued, which funds are herein
referred to as •the· Revenues,• all as more particularly set forth
in the Resolution.
The City her&by covenants and warrants that, for the
payment of this Note t~gether with all ot~er Notes issued under
the .Resolution and interest thereon when due, there has been
i
created and will be rnaintatn~d in the office of the City Treasurer,
in Palo Alto, California; a special fund (herein called "City of
Palo Alto Revenue Ar.ticipation Notes Special Fund"), into which
shall be deposited to pay the principal of the Notes when due.
All of the Revenues are pledged to the payment of the Notes and
the interest thereon,. and the Notes are a first lien and charge
against said Rev9nues which have been assigned to the holders and
owners of the Notes.
The Notes are not subject to redemption prior to their
maturity date.
The Notes are issuable as a negotiable Note in the
denomination of $3,500,000 and as a fully registered Note in
denomination of $3,500,000. Subject to the limitations and
conditions and upon payment of the charges, if any, as provided
in the Resolution, the fully registered Note may be exchanged for
a negotiable Note of like principal amount; and the negotiable
Note may be exchanged fo~ a fully registered Note of like principal amount. ·
This Note is negotiable and transferable by deli7ery,
and the City and the Paying Agent may treat the bearer hereof as
the absolute owner hereof, for all purposes, whether or not this
Note shall be overdue, and the City and the Agent shall not be
affected by any notice to the contrary.
It is hereby certified that all of the conditions, acts
and things required to exist, to have happened or to have been
performed precedent to and in the issuance of this Note do exist,
have happened and have been performed in due time, form and manner
a~_ required by law.
IN WITNESS WHEREOF, the City of Palo Alto has caused
this Note to be executed in its name and on its behalf by its
Mayor and its City Clerk. and the seal of the City to be reproduced
hereon, and this Note to be dated June 9, 1976.
(SEAL)
CITY OF PALo ALTO
~~ yor
Attest:~~~· ~;_j_~~~· ~~~-· ci~
ii
........................................... ~ .............................. ..
..
(~urm of Fully Registered Note)
li1HTED STATES OF AMERI.CA
STATE OF CALIFOR.~IA
C:tTY OF PALO ALTO
REVENUE ANTICIPATION NOTE
$3,500,000
This City of Palo Alto; a municipal corporation, duly
organized and existing U."'lder and by virtue of the laws of the
state of Californi~ (the "City"), for value received, hereby
promises to pay to ,
or registered assigns, the principal swn of Three Million Five
Hundred Thousand Dollars ($3,S00,000) on January 1, 1977;
together with interest on such principal sum from the date hereof
until payment of such principal sum in full at the rate of
percent { %) per annum payable on January 1, 1977.
~B-o_th._._t_l_1e--p-rincipal of and interest on this Note are payable in
lawful money of the United States of America at the principal
office of Bank of America National Trust & Savings Association
(the "Paying Agent8 ), in San Francisco, California.
This Note constitutes all of a duly authorized issue
of City of Palt. 'Alto Revenue Anticipation Notes {the "Notes").
The Notes are issued pursuant to the constitution and laws of
the state of California and pursuant to a resolution {herein
called the.•Resolution") adopted by the City Council on June 7,
1976. All of the Notes are equally and ratably secured in accor-
dance with the terms and conditions of the Resolution, to which
reference is hereby made for a specific description of the
security therein provided and of the nature, extent and manner
of enforcement of such security,-and a statement of the rights
of ·the bearers and registered owners of the Notes, to all of t.~e
provisions of which the owner o.f this :Hote, by· his acceptance of
this Note, consents and agrees.
If, upon presentation at maturity, payment of this Note
is not made in full accordance with the terms of the Resolution,
said Note shall continue to bear interest at the rate stated
herein until paid in full.
The Notes are issued by the Ci 1;Y to_ aid ,in financing
the discharge of obligations of the City incurred in connection
with land acquisition in the Foothills area of the City, and are
secured by a first and exclusive lien upon and pledge of funds
now on deposit with certain banks, represented by certificates
of deposit and particularly identified in the Resolution, which
funds are revenues received or accrued during the fiscal year
197~-76, the fiscal year in which the Notes are issue4, which
funds are herein referred to as •the Revenues,• all as more
particularly set forth in the Resolution.
The City_ hereby covenants and warrants that, for the
payment of this Note together with all other Notes issued under
the Resolution and interest thereon when due, there has been
created and will be maintained in the of£ice of the City Treasurer,
in Palo Alto, California, a special fund (herein called •city
of Palo Alto Revenue Anticipation Notes Special Fund"), into which
all of the Revenues (as that term is defined in the Resolution)
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shall be deposited to pay the principal of the Notes when due,.
All of the Revenues are pledged to the payment of the Notes and
the interest thereon, ~nd the Notes are a first lien and charge
against said Re\·e:.·..ies w~ich have been assigned to the holders
and owners of the Notes.
The Notes are not subject to redemption prior to their
maturity date.
The Notes are issuable as a negotiable Note in the
denomination of $3,500,000 and as a fully registered Note in the
denomination of $3,500,000. Subject to the limitations and
conditions and upon payment of tha charges, if any, as provided
in the Resolution, the fully registered Note may be exchanged for
a negotiable Note of like principal amount1 and the negotiable
Note may be exchanged for a fully registered Note of like princi-
pal amount.
This Note is transferable by the registered owner hereof,
in person or by his attorney duly authorized in writing, at said
office of the Agent, but only in the manner, subject to the limi-
tations and upon payment of the charges provided in the Resolution,
and upon surrender and cancellation of this Note. Upon such
transfer a new fully registered Note for the same principal
amount will be issued to the transferee in exchange herefor.
The City and the Paying Agent may treat the registered
owner hereof as the absolute owner hereof for all pu.rpO~es, and
the City and the Agent shall not be affected by any notice to
the contrary.
It is hereby certified that all of the conditions, acts
an~ things required to exist, to have happened or to have been
performed precedent to and in the issuance of this Note do exist,
have happened and have been performed in due time, form and manner
as required by law.
IN WITNESS WHEREOF, the City of Palo Alto has caused
this Note to be executed in its name and on its behalf by its
Mayor and its City Clerk, and the Seal of the City to be reproduced
hereon, all as of the 9th day of June, 1976.
Attest:
(SEAL)
ii
(Form of Paying Agent's Certificate of Registration
to Appear on Registered Notes)
This is one of the Notes described in the within-
rr.entioned Resolution and registered this day of ,
1976.
as Paying Agent
By ~~~.....--:-T~-.-~.,.....,,....._..----~~---Authori zed Officer
(Form of Corresponding Negotiable Note Endorsement)
Notice: No writing below except by the Paying Agent.
This registered Note issued in lieu of or in exchange
for a negotiable Note of this issue, interest rate and maturity,
in authorized denominations not contemporaneously out-
standing aggregating the face value hereof; and
negotiable Note of this issue and of the same interest
rate and maturity aggregating the face value hereof
which has been reserved for such negotiable Note will
be issued in exchange for this registered N~te and upon
surrender and cancellation thereof and upon payment
of charges, all as provided in the within-mentioned
Resolution.
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(Form of Assignment)
For value received.the undersigned do(es) hereby sell, assign and
transfer unto , the
within-mentioned registered Note, hereby irrevocably constituting
and appointing _ -attorney, to
transfer the same on the bOOks of the Paying Agent with full power
of substitution in the premises.
'
NOTE: The signature(s) to this Assj.gnment must correspond with the
name(s) as written on the face of the within-~egistered Note
in every particular, without alteration or enlargement or
any change whatsoever.
iii
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EXHIBIT "B"
FUNDS EVIDENCED BY CERTIFICATES OF DEPOSIT
PRINCIP~.L AMOUHT MATURITY DATE ISSUED BY
$ 300,000 6-10-76 Crocker National Banlt
200,000 6-16-76 California First Bank
100,000 o-28-76 California Canadian Bank
500,000* 7-1-76 California First Bank
100,000 7-14-76 Bank of America, EPA
100,000 7-19-76 Camino California Bank
200,000 7-22-76 California First Bank
200,000 8-3-76 Wells Pargo Bank
100,000 8-4-76 First National Bank of
San Jose
500,000* s-9-76 California First Bank
100,000 8-11-76 California Canadian Sank
200,000 9-16-76 United California Bank
100,000 9~27-76 French Bank of Calif,
100,000 10-1-76 Bank of America NT'SA
100,000 10-2-76 Bank of America EPA
200,000 10-4-76 Security Pacific Bank
300,000 11-3-76 Union Bank
200,000 12-10-76 California First Bank
100,000 12-21-76 Banlt of California
$ 3,700,000
*Bankers Acceptances