Loading...
Resolution 1981-09 5466l}-206a ," ... . W~GAL:SSD:jd 02/13/?1 ,. RESOLUTION NO. 81 - 9 A RESOLUTION PROVIDING FOR 'rHE ISSUANCE AND PRESCRIBING THE TERMS, CONDITIONS AND FORM OF $1,000,000 PRINCIPAL AMOUNT OF CITY OF GILROY SEWER REVENUE BONDS of 1980, SERIES 1980-A (INDUSTRIAL WASTEWATER TREATMENT AND DISPOSAL FACILITIES PROJECT) (Series Resolution 1980-A) RESOLVED, by the City Council of the City of Gilroy, California, that: WHEREAS, this Council did duly adopt its Resolution No. 81-8 the "Indenture", on the 17th day of February, 1981, providing for the issuance of sewer revenue bonds for the purposes therein stated; and WHEREAS, it is necessary and desirable to authorize the issuance under said Indenture of $1,000,000 principal amount of sewer revenue bonds for the purpose of the funding, acquisition, construction, improving and financing of the portion of the Enterprise as hereinafter further set forth; NOW, THEREFORE, IT IS RESOLVED, DETERMINED and ORDERED as follows: ARTICLE I DEFINITIONS; AUTHORIZATION AND PURPOSE; AUTHORITY 1.01. Definitions. All terms which are defined in Section 1.02 of the Indenture shall have the same meanings, respectively, in this Series Resolution 1980-A as such terms are given in Section 1.02 of the Indenture. RESOLUTION NO. 81 - 9 ~ . . The terms herein defined, unless the context otherwise requires, as used herein have the following meanings: Bonds of Series 1980-A or Series 1980-A Bonds means the Bonds authorized to be issued by Article II hereof. Series Resolution 1980-A means this Resolution adopted by the City Council pursuant to Articles II, III, and IV of the Indenture. 1.02. Authorization and Purpose. This Council hereby finds and determines as follows: (a) That all conditions, things and acts required by law to exist, happen or be performed precedent to and in the issuance of sewer revenue bonds for the purposes hereinafter provided do exist, have happened and have been performed in due time, form and manner as required by law, and said Council is now authorized, pursuant to each and every requirement of law, to issue Bonds in the manner and form provided in the Indenture and in this Series Resolution 1980-A. (b) That the principal amount of the Series 1980-A Bonds does not exceed the unissued balance of the principal amount of Bonds authorized pursuant to Section 1.05 of the Indenture. (c) That the purpose for which said Series 1980-A Bonds are to be issued is to provide funds to pay the costs and expenses of the acquisition, construction and improvement of the portion of the Enterprise described in the agreement referred to in Section 2.03 of the Indenture as a specific condition precedent to issuance, which purpose is a purpose for which said unissued balance of Bonds were authorized. (d) That the Series 1980-A Bonds are not required by Section 18 of Article XI or other provisions of the Constitution of the State of California to be authorized at an election. 1.03. Authority for Series Resolution 1980-A. Series Resolution 1980-A is adopted pursuant to the provisions of the Bond Law and is supplemen:al to and is adopted in accordance with Articles II, III and IV of the Indenture, Resolution No. 81-8, adopted by this Council on Februlry 17, 1981. -2- ~ .~ . . ARTICLE II AUTHORIZATION AND FORM OF SERIES 1980-A BONDS 2.01. Principal Amount, Designation and Series. Pursuant to the provisions of the Indenture, a Series of Bonds entitI~d to the benefit, protection and security of such provisions is hereby authorized in the aggregate principal amount of $1,000,000. Such Series of Bonds shall be designated as "City of Gilroy Sewer Revenue Bonds of 1980, Series 1980-A (Industrial Wastewater Treatment and Disposal Facilities Project)", the Series 1980-A Bonds. 2.02. Date and Maturities. The Series 1980-A Bonds shall be dated March 1, 1981, unless the purchaser is an agency of the United States of America, in which event said Bonds shall be dated the date of delivery and payment therefor. Said Bonds shall mature on January 1 in the years and in the principal amounts set forth in Exhibit "A" hereto attached and by reference made a part hereof. 2.03. Denomination and Numbers. The Series 1980-A Bonds may be issued in fully registered form, or in bearer form, registrable as to principal only, in the denomination of $5,000 or any integral multiple thereof, and shall be numbered as determined by the Treasurer. No fully registered Bond maturing in more than a single year shall be issued, unless an agency of the United States of America is the purchaser and Holder of all of said Bonds of Series 1980-A, in which event a single fully registered Bond representing Series 1980-A in its entirety may be issued at the time of delivery and payment therefor to mature in installments on the dates and in the amounts as herein set forth. 2.04. Interest. The Series 1980-A Bonds shall be of the form and character known as "Serial" and shall bear interest from the dates specified in Section 3.02 of the Indenture at such rate or rates, not exceeding ten percent (10%) per annum, as may be fixed by this Council at the time of their sale. S ch interest shall be payable semiannually on January 1, and July 1, of each year to Maturity, beginning on July 1, 1981. Interest coupons attached to bearer Bonds of Series 1980-A shall be numbered in consecutive numerical order, and each such coupon shall represent six months' interest on the Series 1980-A Bond to which it is attached, except the first such coupon which shall represent interest to July 1, 1981. 2.05. Places of Payment. The interest and principal (and redemption premiums, if any) of the Bonds of Series 1980-A shall be payable at the principal corporate trust office of the Fiscal Agent, in San Francisco, California, and at the respective named offices of any Paying Agents which may from time to time be appointed, except that registered principal and registered interest shall be paid only by the Fiscal Agent. -3- ~ . . 2.06. Call and Redemption of Series 1980-A Bonds. Series 1980-A Bonds maturing by their terms on or before January 1, 1988, are not subject to call or redemption prior to their respective maturity dates. The principal of Series 1980-A Bonds maturing by their terms on or after January 1, 1989, is subject to call and redemption prior to the respective stated maturities, at the option of the Entity, as a whole or in part, in inverse order of Stated Maturities and by lot within anyone maturity from available funds on any Interest Payment Date on or after July 1, 1988, at the principal amount thereof and accrued interest thereon to the date fixed for redemption, plus a premium of one-fourth of one percent (1/4 of 1%) of such principal amount for each whole year and for any remaining fraction of a year between the dates fixed for redemption and their respective Stated Maturities. 2.07. Form of Series 1980-A Bonds. The form of the bearer Bonds of Series 1980-A and the interest coupons to be attached thereto shall be substantially as provided in Exhibit "B" hereto attached and made a part hereof. The form of the fully registered Bonds of said Series, the Certificates of Authentication and Registration and the form of Corresponding Bearer Bond Endorsement shall be substantially as provided in Exhibit "Cn hereto attached and made a part hereof. Suitable modifications shall be made to the form there set forth in the event that a single fully registered Bond is issued to represent said Series. 2.08. Registrar. The Fiscal Agent for the Series 1980-A Bonds at its principal corporate trust office in San Francisco, California, is hereby designated and appointed Registrar. ARTICLE III FUNDS AND ACCOUNTS 3.01. Establishment of Project Fund. A project Fund is hereby established for the Series 1980-A Bonds. 3.02. Application of Proceeds - Series 1980-A Bonds. Upon the receipt of payment for the Series 1980-A Bonds, the Treasurer shall set aside and deposit or cause to be deposited the proceeds received from such sale in the following respective Accounts and Funds and in the following order of priority: (a) deposit in of premium Series. The Treasurer shall pay to the Fiscal Agent for the Bond Account any amount received on account or accrued interest upon the sale of said -4- ,~ . . (b) The Treasurer shall allocate the remainder of the proceeds to the project Fund for the purpose of paying the remaining costs and expenses of the Project. 3.03 Project. (a) The Project the costs and expenses of which are to be paid from the proceeds of the Bonds of Series 1980-A consists of the acquisition of the portion of the Enterprise referred to in Section 1.02(c). (b) The total estimated cost of the Project is equal to the aggregate principal amount of the Bonds of Series 1980-A. ARTICLE IV MISCELLANEOUS 4.01. Use of Proceeds Certificate. The Treasurer is authorized to certify on behalf of the Entity the use of proceeds of the Bonds reasonably expected, including the facts and estimates upon which the expectations are based, on the date of delivery. 4.02. Effective Date. This Resolution shall take effect upon adoption. * * * * * -5- . . I hereby certify that the foregoing resolution was duly and regularly adopted by the City Council of the,City of Gilroy, California, ata regular meeting thereof held on the 17th day of February, 1981, by the following vote of the members thereof: AYES, and in favor thereof, Councilmembers: ALBERT, CH"l\lINGHAM, HUGHAN, LINK, PAT~, ~AYLOR and GoonRICH. NOES, Councilmembers: None ABSENT, Councilmembers: None y APPROVED: 7!-~ -6- .\1,- YEAR - 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 . Total . EXHIBIT "AU CITY OF GILROY SEWER REVENUE BONDS SERIES 1980-A MATURITY SCHEDULE PRINCIPAL AMOUNT MATURING JANUARY 1 $10,000 15,000 20,000 25,000 30,000 35,000 40,000 50,000 65,000 85,000 95,000 110,000 125,000 140,000 155,000 $1,000,000 'll; EXHIBIT "A" . . WITNESS WHEREOF, the City of Gilroy, by its City Council, has this bond to be executed in its behalf and under its official by the printed, lithographed or engraved facsimile signature of its Mayor and countersigned by its City ClerK, and this bond to be qated the first day of March, 1981. Mayor City of Gilroy COUNTERSIGNED: City Clerk City of Gilroy ( SEAL) EXHIBIT "e" (iv) . . FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION This bond is one of the Bonds described in the within- mentioned Indenture and Series Resolution 1980-A and authenticated and registered this day of . Bank of America National Trust and Savings Association By Authorized Officer FORM OF CORRESPONDING BEARER BOND ENDORSEMENT This registered bond is issued in lieu of or in exchange for bearer bond(s) of this Series, interest rate, and maturity, numbered in the denomination of $5,000 each, not contemporaneously outstanding, aggregating the face value hereof; and bearer bond(s) of this Series and of the same interest rate and maturity, aggregating the face value hereof (and bearing the above serial number(s) which has (have) been reserved for such bearer bond(s)), will be issued in exchange for this registered bond and upon surrender and cancellation thereof and upon payment of the charges, if any, all as provided in the within-mentioned Indenture. EXHIBIT "C" (v) . . ASSIGNMENT FORM: The form of assignment on said registered Bonds shall be substantially as follows: ASSIGNMENT FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign, and transfer unto the within registered bond and hereby irrevocably constitute(s) and appoint(s) , attorney, to transfer the same on the registry books of the Registrar with full power of substitution in the premises. Dated: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within registered bond in every particular. EXHIBI'I' "C" (v i) . . EXHIBIT "B" FORM. OF BEARER BOND . CITY OF GILROY SEWER REVENUE BOND of 1980, SERIES 1980-A (INDUSTRIAL WASTEWATER TREATMENT AND DISPOSAL FACILITIES PROJECT) No. $5,000 KNOW ALL MEN BY THESE PRESENTS, that the City of Gilroy, in the County of Santa Clara, State of California, hereinafter referred to as "City", for value received, promises to pay to bearer (or if this bond is registered as herein provided, to the registered owner hereof), on January 1, , FIVE THOUSAND DOLLARS ($5,000) together with interest thereon from date at the rate of percent ( %) per annum, as evidenced by coupons attached hereto at the time of issuance, payable semiannually on January 1, and Jul~ 1, in each year, beginning July 1, 1981. This bond is one of a duly authorized issue of bonds of the City, designated "City of Gilroy Sewer Revenue Bonds of 1980" (the "Bondslt) issued and to be issued in various series pursuant to the City of Gilroy Sewer Revenue Bond Ordinance, (the "Law"), and under and pursuant to Resolution No. , adopted on February 17, 1981 (the "Indenture"), and a series resolution authorizing each such series. This bond is one of Series 1980-A aggregating ONE MILLION DOLLARS ($1,000,000) in principal amount, all of like tenor (except for such variations as required to designate varying denominations, numbers, maturities, interest rates, or redemption provisions or provisions for negotiability), issued by the City to provide funds for the acquisition, construction, improving and financing of an Enterprise consisting of facilities for the collection, treatment and disposal of industrial wastewater and sewage, issued under the Indenture and Resolution No. , entitled "A Resolution Providing for the Issuance and Prescribing the Terms, Conditions and Form of $1,000,000 principal Amount of City of Gilroy Sewer Revenue Bonds of 1980, Series 1980-A, (Industrial Wastewater Treatment and Disposal Facilities Project)", adopted by the City Council of the City on February 17, 1981 (the "Series Resolution 1980-A"), to which reference is hereby made for the obligations, duties, rights and privileges herein created. EXHIBIT liB" ( i) ,.l- . . Both the principal hereof and interest hereon are payable in lawful money of the United States of America at the principal corporate trust office of Bank of America National Tru~t and Savings Association, the Fiscal Agent in San Francisco, California, or successor, and at the respective named offices of any paying Agents which may from time to time be appointed, except that if this Bond is registered, the principal hereof shall be paid only upon surrender of this Bond to the Fiscal Agent. Bonds of Series 1980-A maturing by their terms on or prior to January 1, 1988,' are not subj ect to call or redempt ion pr ior to the ir fixed maturity dates. The principal of bonds of Series 1980-A maturing on or after January 1, 1989, is subject to call and redemption at the option of the City, on any interest payment date on or after July 1, 1988, and prior to stated maturity, as a whole or in part, in inverse order of stated maturities and by lot within anyone maturity, from funds derived by the City from any available source at the principal amount thereof and accrued interest to the date fixed for redemption, plus a premium of one-fourth of one percent (1/4 of 1%) of such principal amount for each whole year and for any remaining fraction of a year between the dates fixed for redemption and their respective stated maturities. Not less than thirty (30) days nor more than sixty (60) days prior to the day of call of any Bonds, notice of redemption shall be published once in one or more Financial Newspapers of general circulation in San Francisco and Los Angeles, California, and a similar newspaper in each city in which a Paying Agent has been appointed, and such notice shall be mailed by registered or certified mail to the registered holder of any bearer bond so called, and to the registered owner of any registered bond. No interest shall accrue on Bonds called for redemption or on the interest thereon after the redemption date specified in said notice. This bond is registrable as to principal only, with the privilege of discharge from registration and successive registration, upon written request of the holder or duly authorized attorney and presentation of the bond to the Fiscal Agent, the Registrar therefor, at its principal corporate trust office in San Francisco, California, or successor, and upon payment of the charges, if any, as in said Indenture provided. Subject to the limitations and conditions, and upon payment of any charges, as provided in the Indenture, bearer bonds of Series 1980-A may be exchanged for a like aggregate amount of fully registered bonds of said Series of authorized denominations, and fully registered bonds of Series 1980-A may be exchanged for a like principal amount of bearer bonds of said Series or for a like aggregate principal amount of fully registered bonds of other authorized denominations of said Series. EXHIBIT "B" ( i i) . . This bond is a special obligation of the City, and the principal hereof, interest hereon and redemption premiums, if any, are payable solely from the Revenues of the Enterprise hereinabove referred to, as those terms are defined in the Indenture. The City is not obligated to pay the principal hereof, the interest hereon or redemption premiums, if any, except from the Revenues, and the general fund of the City is not liable and the full faith and credit or taxing power, of the City is not pledged to the payment hereof. The Bonds constitute a first and prior lien upon the Revenues except that additional bonds may be issued on a parity of lien therewith, subject to the conditions and limitations as in the Indenture provided. All of the Revenues of the Enterprise, including those derived from improvements, additions and extensions hereafter made thereto, are pledged to pay the principal hereof and interest hereon and redemption premiums, if any, and to provide (1) a Revenue Fund, and (2) a Gross Revenues Account, a Bond Account, and a Surplus Account, therein. The rights and obligations of the City and of the holders and registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (1) extend the maturity of this bond, or reduce the interest rate hereon, or otherwise alter or impair the obligation of the City to pay the interest hereon, or principal hereof, or any premium payable on the redemption hereof, at the time and place and at the rate and in the currency provided herein, without the express written consent of the holder or registered owner of this bond, or (2) reduce the percentage of bonds required for consent to an amendment or modification; all as more fully set forth in the Indenture. IT IS HEREBY CERTIFIED and RECITED that all acts, conditions and things required by the Constitution and laws of the State of California to be done, to happen and to be performed precedent to and in the issuance of this bond have been done, have happened and have been performed in regular and due form, time and manner as required by law; and that the City is authorized by law to operate the Enterprise herein referred to. EXHIBIT "B" ( iii) . . IN WITNESS WHEREOF, the City of Gilroy, by its City Council, has caused this bond to be executed in its behalf and under its official seal by the printed, lithographed or engraved facsimile signature of its Mayor and countersigned by its City Clerk, and has caused the interest coupons to be executed and authenticated by the facsimile signature of its Director of Finance, and this bond to be dated the first day of March, 1981. Mayor City of Gilroy COUNTERSIGNED: City Clerk City of Gilroy (SEAL) EXHIBIT "B" ( i v) ~ . . Interest Coupon Form. The coupons shall be substantially in the following form: CITY OF GILROY On Santa Clara County, California, will pay to bearer the sum hereon (subject to any right of prior redemption of the bond $ herein designated) at the Fiscal Agent, Bank of America National Trust and Savings Association, at its principal corporate trust office in San Number Francisco, California, or successor and at the respective named offices of any Paying Agents which may from time Coupon No. to time be appointed upon surrender hereof, as interest on CITY OF GILROY SEWER REVENUE BOND OF 1980, SERIES 1980-A. , , Dated: , 19 Director of Finance Registration Form. The form of registration endorsement on the bearer bonds shall be substantially as follows: This bond is registered in the name of the registered owner last entered below and the principal thereof is payable only to such owner, coupons evidencing interest remaining payable to bearer; provided that this bond may be registered to bearer and thereby discharged from registration and the negotiability hereof restored. NOTE: There must be no writing in the space below except by the Registrar. Date of Registry Name of Registered Owner Address of Registered Owner Signature of Registrar EXHIBIT "B" (v) . . EXHIBIT "Cn FORM OF REGISTERED BOND , CITY OF GILROY SEWER REVENUE BOND OF 1980, SERIES 1980-A (INDUSTRIAL WASTEWATER TREATMENT AND DISPOSAL FACILITIES PROJECT) No. R- KNOW ALL MEN BY THESE PRESENTS, that the City of Gilroy, in the County of Santa Clara, State of California, hereinafter referred to as "City", for value received, promises to pay to , or registered assigns, on January 1, , FIVE THOUSAND DOLLARS ($5,000) together with interest thereon at the rate of percent ( %) per annum from the interest payment date next preceding the date of registration of this bond, unless this bond is registered on an interest payment date, in which event it shall bear interest from such date, or unless this bond is registered prior to July 1, 1981, in which event it shall bear interest from the date hereof, payable semiannually on January 1, and July 1, in each year, beginning July 1, 1981. This bond is one of a duly authorized issue of bonds of the City, designated "City of Gilroy Sewer Revenue Bonds of 1980" (the "Bonds") issued and to be issued in various series pursuant to the City of Gilroy Sewer Revenue Bond Ordinance, (the "Law"), and under and pursuant to Resolution No. , adopted on February 17, 1981 (the "Indenture"), and a series resolution authorizing each such series. This bond is one of Series 1980-A aggregating ONE MILLION DOLLARS ($1,000,000) in principal amount, all of like tenor (except for such variations as required to designate varying denominations, numbers, maturities, interest rates, redemption provisions or provisions for negotiability), issued by the City to provide funds for the acquisition, construction, improving and financing of an Enterprise consisting of facilities for the collection, treatment and disposal of sewage industrial wastewater and issued under the Indenture and Resolution No. , entitled "A Resolution Providing for the Issuance and Prescribing the Terms, Conditions and Form of $1,000,000 Principal Amount of City of Gilroy Sewer Revenue Bonds, Series 1980-A, (Industrial Wastewater Treatment and Disposal Facilities Project)", EXHIBIT "C" ( i) . . adopted by the City Council of the City on February 17, 1981 (the "Series Resolution 1980-A"), to which reference is hereby made for the obligations, duties, rights and privileges herein created. Both the principal hereof and interest hereon are payable in lawful money of the United States of America at the principal corporate trust office of Bank of America National Trust and Savings Association, the Fiscal Agent in San Francisco, California, or successor, by check, draft or warrant mailed to the registered owner at the registered owner's address as it appears on the register maintained by the Fiscal Agent as Registrar, or successor, except that the principal hereof shall be paid only upon the surrender of this Bond to the Fiscal Agent. Bonds of Series 1980-A maturing by their terms on or prior to January 1, 1988, are not subject to call and redemption prior to their fixed maturity dates. The principal of bonds of Series 1980-A maturing on or after January 1, 1989, is subject to call and redemption at the option of the City on any interest payment date on or after July 1, 1988, and prior to stated maturity, as a whole or in part, in inverse order of stated maturities and by lot within anyone maturity, from funds derived by the City from any available source at the principal amount thereof and accrued interest to the date fixed for redemption, plus a premium of one-fourth of one percent (1/4 of 1%) of such principal amount for each whole year and for any remaining fraction of a year between the dates fixed for redemption and their respective stated maturities. Not less than thirty (30) days nor. more than sixty (60) days prior to the day of call of any Bonds, notice of redemption shall be published once in one or more Financial Newspapers of general circulation in San Francisco and Los Angeles, California, and a similar newspaper in each city in which a Paying Agent has been appointed, and such notice shall be mailed by registered or certified mail to the registered holder of any bearer bond so called, and to the registered owner of any registered bond. No interest shall accrue on Bonds called for redemption or on the interest thereon after the redemption date specified in said notice. Subject to the limitations and conditions, and upon payment of any charges, as provided in the Indenture, fully registered bonds of Series 1980-A may be exchanged for a like principal amount of bearer bonds of said Series or for a like aggregate principal amount of fully registered bonds of other authorized denominations of said Series, and bearer bonds of Series 1980-A may be exchanged for a like aggregate amount of fully registered bonds of said Series of authorized denominations. EXHIBIT "C" (ii) . ' . . . This bond is a special obligation of the City and the principal hereof, interest hereon and redemption premiums, if any, are payable solely from the Revenues of the Enterprise hereinabove referred to, as those terms are defined in the Indenture. The City is not obligated to pay the principal hereof, the interest hereon or redemption premiums, if any, except from the Revenues, and the general fund of the City is not liable and the full faith and credit or taxing power, of the City is not pledged to the payment hereof. The Bonds constitute a first and prior lien upon the Revenues except that additional bonds may be issued on a parity of lien therewith, subject to the conditions and limitations as in the Indenture provided. All of the Revenues of the Enterprise, including those derived from improvements, additions and extensions hereafter made thereto, are pledged to pay the principal hereof and interest hereon and redemption premiums, if any, and to provide (1) a Revenue Fund, and (2) a Gross Revenues Account, a Bond Account, and a Surplus Account therein. The rights and obligations of the City and of the holders and registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture, but no such modification or amendment shall (1) extend the maturity of this bond, or reduce the interest rate hereon, or otherwise alter or impair the obligation of the City to pay the interest hereon, or principal hereof, or any premium payable on the redemption hereof, at the time and place and at the rate and in the currency provided herein, without the express written consent of the holder or registered owner of this bond, or (2) reduce the percentage of bonds required for consent to an amendment or modification: all as more fully set forth in the Indenture. IT IS HEREBY CERTIFIED and RECITED that all acts, conditions and things required by the Constitution and laws of the State of California to be done, to happen and to be performed precedent to and in the issuance of this bond have been done, have happened and have been performed in regular and due form, time and manner as required by law; and that the City is authorized by law to operate the Enterprise herein referred to. This bond shall not be entitled to any benefit under the Indenture or Series Resolution 1980-A, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the Registrar. EXHIBIT "C" (iii)