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HomeMy WebLinkAbout86-54CITY OF UKIAH RESOLUTION NO. 86-54 A Resolution of the City Council of the City of Ukiah Authorizing the Issuance and Prescribing the Terms, Conditions and Form of $21,585,000 Principal Amount of City of Ukiah Electric Revenue Bonds, Refunding Series 1986 A (First Supplemental Resolution) Adopted June 4, 1986 TABLE OF CONTENTS Page Recital ................................................. 1 ARTICLE I - Definitions Section 1.01. Definitions .............................. 1 ARTICLE II - Issuance of Refunding Series 1986 A Bonds Section 2.01. Authorization and Purpose of Refunding Series 1986 A Bonds ....... 2 Section 2.02. Principal Amount, Designation, Denominations and Numbering of Refunding Series 1986 A Bonds .......... 3 Section 2.03. Date and Maturity Dates of and Minimum Sinking Fund Account Payments for and Interest Rates on Refunding Series 1986 A Bonds .......... 3 Section 2.04. Interest Payment Dates of Refunding Series 1986 A Bonds .......... 5 Section 2.05. Redemption Prices and Terms of Refunding Series 1986 A Bonds ....... 6 Section 2.06. Form of Refunding Series 1986 A Bonds .... 7 Section 2.07. Application of Proceeds of Sale of Refunding Series 1986 A Bonds .................................. 15 ARTICLE III - Miscellaneous Section 3.01. Authority for the First Supplemental Resolution ................ 16 Section 3.02. Effective Date of the First Supplemental Resolution ................ 16 Adoption ................................................ 16 CITY OF UKIAH RESOLUTION NO. 86-54 A Resolution of the City Council of the City of Ukiah Authorizing the Issuance and Prescribing the Terms, Conditions and Form of $21,585,000 Principal Amount of City of Ukiah Electric Revenue Bonds, Refunding Series 1986 A (First Supplemental Resolution) WHEREAS, the City Council of the City of Ukiah has duly adopted Resolution No. 86-53 on June 4, 1986, which Resolution No. 86-53 provided for the issuance of electric revenue bonds for the purposes therein stated, and it is desirable and necessary to authorize the issuance thereunder of $21,585,000 principal amount of electric revenue bonds for the purpose herein set forth; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah, As Follows: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. (a) Ail terms which are defined in Section 1.01 of Resolution No. 86-53 shall have the same definitions, respectively, in the First Supplemental Resolution that are given to such terms in Section 1.01 of Resolution No. 86-53. (b) Unless the context otherwise requires, the terms defined in this subsection shall for all purposes hereof and of Resolution No. 86-53 and of the Refunding Series 1986 A Bonds and of any certificate, opinion, report, request or other document mentioned herein or therein have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: First Supplemental Resolution "First Supplemental Resolution" means this Resolution No. 86-54 adopted by the Council on June 4, 1986, under the Law and pursuant to Articles II and VIII of the Resolution. Refundinq Series 1986 A Bonds "Refunding Series 1986 A Bonds" means the Bonds authoriZed to be issued by Article II of the First Supplemental Resolution. Refunding Series 1986 A Refundinq Account "Refunding Series 1986 A Refunding Account" means the account by that name established in Section 2.07(c). Refunding Series 1986 A 2003 Sinking Fund Account "Refunding Series 1986 A 2003 Sinking Fund Account" means the account by that name established in Section 2.03. Refundinq Series 1986 A 2018 Sinking Fund Account "Refunding Series 1986 A 2018 Sinking Fund Account" means the account by that name established in Section 2.03. Resolution "Resolution" means Resolution No. 86-53 adopted by the Council on June 4, 1986, under the Law. ARTICLE II ISSUANCE OF REFUNDING SERIES 1986 A BONDS SECTION 2.01. Authorization and Purpose of Refundinq Series 1986 A Bonds. (a) The Council has reviewed all proceedings heretofore taken relative to the authorization of the Refunding Series 1986 A Bonds and has found, as a result of such review, and hereby finds and determines that all acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Refunding Series 1986 A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the City is now authorized, pursuant to each and every requirement of the Law and the Resolution, to issue the Refunding Series 1986 A Bonds in the form and manner provided in the Resolution and herein, which Series of Bonds shall be entitled to the benefit, protection and security of the provisions of the Resolution. (b) The purpose for which the Refunding Series 1986 A Bonds are to be issued is to provide funds (together with other available funds) for refunding the City's outstanding Electric Revenue Bonds, Series A, including payment of costs incidental to or connected with such refunding. SECTION 2.02. Principal Amount, Desiqnation, Denominations and Numbering of Refundinq Series 1986 A Bonds. The Refunding Series 1986 A Bonds shall be in the aggregate principal amount of twenty-one million five hundred eighty-five thousand dollars ($21,585,000). The Refunding Series 1986 A Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, "Electric Revenue Bonds, Refunding Series 1986 A." The Refunding Series 1986 A Bonds shall be issued as fully registered Bonds in the denomination of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the principal amount of Refunding Series 1986 A Bonds maturing at any one time), and shall be numbered as determined by the Fiscal Agent. SECTION 2.03. Date and Maturity Dates of and Minimum Sinkinq Fund Account Payments for and Interest Rates on Refunding Series 1986 A Bonds. The Refunding Series 1986 A Bonds shall be dated June 1, 1986. The Refunding Series 1986 A Bonds shall mature on the dates and in the principal amounts and shall bear interest at the rates per annum as set forth in the following schedule: Maturity Date Principal Interest June 1 Amount Rate 1987 $ 265,000 5.25% 1988 175,000 6 1989 185,000 6.40 1990 195,000 6.70 1991 210,000 6.90 1992 225,000 7.10 1993 240,000 7.25 1994 260,000 7.40 2003 3,560,000 8 2018 16,270,000 8 Minimum Sinking Fund Account Payments are hereby established for the mandatory redemption and payment of the Refunding Series 1986 A Term Bonds maturing on June 1, 2003, which payments shall become due during the years ending on the dates and in the amounts as set forth in the following schedule: Year Minimum Year Ending Sinking Fund Ending June 1 Account Payment June 1 Minimum Sinking Fund Account Payment 1995 $ 280,000 2000 $ 420,000 1996 305,000 2001 450,000 1997 330,000 2002 490,000 1998 360,000 2003 535,000 1999 390,000 All~ such Minimum Sinking Fund Account Payments shall be deposited in a separate account in the Principal Fund, which account is hereby established and shall be known as the Refunding Series 1986 A 2003 Sinking Fund Account and which account the City hereby agrees and covenants to cause to be maintained so long as any Refunding Series 1986 A Term Bonds maturing on June 1, 2003, are Outstanding. All money in the Refunding Series 1986 A 2003 Sinking Fund Account shall be used and withdrawn by the Fiscal Agent at any time, upon the Written Reque.st of the City, for the purchase of Refunding Series 1986 K Term Bonds maturing on June 1, 2003, at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as it may in its discretion determine, but not to exceed the principal amount of such Refunding Series 1986 A Term Bonds, and all Refunding Series 1986 A Term Bonds so purchased shall be cancelled. All money in the Refunding Series 1986 A 2003 Sinking Fund Account on June 1 of each year, beginning on June 1, 1995, shall be used and withdrawn by the Fiscal Agent on such June 1 for the mandatory redemption or payment of Refunding Series 1986 A Term Bonds maturing on June 1, 2003, and the City hereby agrees and covenants with the Holders of the Refunding Series 1986 A Term Bonds maturing on June 1, 2003, to call and redeem in accordance with Article IV of the Resolution or pay Refunding Series 1986 A Term Bonds maturing on June 1, 2003, from Minimum Sinking Fund Account Payments deposited in the Refunding Series 1986 A 2003 Sinking Fund Account pursuant to this paragraph whenever on June 1 of any year, beginning on June 1, 1995, there is money in the Refunding Series 1986 A 2003 Sinking Fund Account available for such purpose. Minimum Sinking Fund Account Payments are hereby established for the mandatory redemption and payment of the Refunding Series 1986 A Term Bonds maturing on June 1, 2018, which payments shall become due during the years ending on the dates and in the amounts as set forth in the following schedule: Year Minimum Year Ending Sinking Fund Ending June 1 Account Payment June 1 Minimum Sinking Fund Account Payment 2004 $ 575,000 2012 $ 1,105,000 2005 630,000 2013 1,200,000 2006 680,000 2014 1,300,000 2007 740,000 2015 1,415,000 2008 800,000 2016 1,530,000 2009 870,000 2017 1,660,000 2010 940,000 2018 1,805,000 2011 1,020,000 Ail such Minimum Sinking Fund Account Payments shall be deposited in a separate account in the Principal Fund, which account is hereby established and shall be known as the Refunding Series 1986 A 2018 Sinking Fund Account and which account the City hereby agrees and covenants to cause to be maintained so long as any Refunding Series 1986 A Term Bonds maturing on June 1, 2018, are Outstanding. All money in the Refunding Series 1986 A 2018 Sinking Fund Account shall be used and withdrawn by the Fiscal Agent at any time, upon the Written Request of the City, for the purchase of Refunding Series 1986 A Term Bonds maturing on June 1, 2018, at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as it may in its discretion determine, but not to exceed the principal amount of such Refunding Series 1986 A Term Bonds, and all Refunding Series 1986 A Term Bonds so purchased shall be cancelled. All money in the Refunding Series 1986 A 2018 Sinking Fund Account on June 1 of each year, beginning on June 1, 2004, shall be used and withdrawn by the Fiscal Agent on such June 1 for the mandatory redemption or payment of Refunding Series 1986 A Term Bonds maturing on June 1, 2018, and the City hereby agrees and covenants with the Holders of the Refunding Series 1986 A Term Bonds maturing on June 1, 2018, to call and redeem in accordance with Article IV of the Resolution or pay Refunding Series 1986 A Term Bonds maturing on June 1, 2018, from Minimum Sinking Fund Account Payments deposited in the Refunding Series 1986 A 2018 Sinking Fund Account pursuant to this paragraph whenever on June 1 of any year, beginning on June 1, 2004, there is money in the Refunding Series 1986 A 2018 Sinking Fund Account available for such purpose. SECTION 2.04. Interest Payment Dates of Refundinq Series 1986 A Bonds. Interest on the Refunding Series 1986 A Bonds shall be payable on December 1, 1986, and semiannually thereafter on June 1 and December 1 in each year. The Refunding Series 1986 A Bonds shall bear interest from the interest payment date next preceding the date of registration thereof, unless they are registered on a day during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such interest payment date, both inclusive, in which event they shall bear interest from such interest payment date, or unless they are registered on a day on or before the fifteenth (15th) day of the month next preceding the first interest payment date, in which event they shall bear interest from June 1, 1986; provided, that if at the time of registration of any Refunding Series 1986 A Bond interest is then in default on the Outstanding Refunding Series 1986 A Bonds, such Refunding Series 1986 A Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Refunding Series 1986 A Bonds. SECTION 2.05. Redemption Prices and Terms of Refundinq Series 1986 A Bonds. Refunding Series 1986 A Term Bonds maturing on June 1, 2003, are subject to mandatory redemption by the City prior to their maturity date on any June 1 on or after June 1, 1995, in part solely from Minimum Sinking Fund Account Payments deposited in the Refunding Series 1986 A 2003 Sinking Fund Account, upon mailed notice as provided in the Resolution, at the principal amount thereof and accrued interest thereon to the date of redemption. Refunding Series 1986 A Term Bonds maturing on June 1, 2018, are subject to mandatory redemption by the City prior to their maturity date on any June 1 on or after June 1, 2004, in part solely from Minimum Sinking Fund Account Payments deposited in the Refunding Series 1986 A 2018 Sinking Fund Account, upon mailed notice as provided in the Resolution, at the principal amount thereof and accrued interest thereon to the date of redemption. Refunding Series 1986 A Term Bonds maturing on June 1, 2003, and on June 1, 2018, are subject to optional redemption by the City prior to their respective maturity dates, as a whole or in part on any interest payment date on or after June 1, 1996, from funds derived by the City from any source other than Minimum Sinking Fund Account Payments, upon mailed notice as provided in the Resolution, at the following redemption prices (computed upon the principal amount of Refunding Series 1986 A Term Bonds or portions thereof called for redemption) together with accrued interest to the date of redemption, to wit: 102~ if redeemed on or after June 1, 1996, and prior to June 1, 1997; 101.50~ if redeemed on or after June 1, 1997, and prior to June 1, 1998; 101~ if redeemed on or after June 1, 1998, and prior to June 1, 1999; 100.50~ if redeemed on or after June 1, 1999, and prior to June 1, 2000; and 100K if redeemed on or after June 1, 2000, and prior to maturity. SECTION 2.06. Form of Refundinq Series 1986 A Bonds. The Refunding Series 1986 A Bonds and the authentication and registration endorsement and assignment to appear thereon shall be substantially in the following forms, respectively: [FORM OF REFUNDING SERIES 1986 A BONDS] No. $ UNITED STATES OF AMERICA STATE OF CALIFORNIA MENDOCINO COUNTY CITY OF UKIAH ELECTRIC REVENUE BOND, REFUNDING SERIES 1986 A Interest Maturity Dated Rate Date as of CUSIP June 1, June 1, 1986 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS The City of Ukiah, a municipal corporation duly organized and existing under and pursuant to the Constitution and laws of the State of California (the "City"), for value received hereby promises to pay (but only out of the Net Revenues and the Net Distribution Income hereinafter referred to) to the registered owner set forth above on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for) the principal sum set forth above, together with interest thereon from the interest payment date next preceding the date of registration of this Bond (unless this Bond is registered on a day during the period from the sixteenth (16th) day of the month next preceding an interest payment date to such interest payment date, both inclusive, in which event it shall bear interest from such interest payment date, or unless it is registered on a day on or before the fifteenth (15th) day of the month next preceding the first interest payment date, in which event it shall bear interest from June 1, 1986) until the principal hereof shall have been paid at the interest rate per annum set forth above, payable on December 1, 1986, and semiannually thereafter on June 1 and December 1 in each year. The interest on and principal of and redemption premium, if any, on this Bond 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 in San Francisco, California, the Fiscal Agent of the City. The interest on this Bond due on or before the maturity or prior redemption hereof shall be payable only to the person whose name appears in the registration books required to be kept by the Fiscal Agent as the registered owner hereof on the fifteenth (15th) day of the month next preceding each interest payment date, such interest to be paid by check mailed to such registered owner at his address as it appears on such books or at such other address as he may have filed with the Fiscal Agent for that purpose, and the principal of and redemption premium, if any, on this Bond shall be payable only to the person whose name appears in such registration books as the registered owner hereof, such principal and redemption premium, if any, to be paid only on the surrender of this Bond at the office of the Fiscal Agent at maturity or on redemption prior to maturity. This Bond is one of a duly authorized issue of Bonds of the City designated as its "Electric Revenue Bonds" (the "Bonds") issued and to be issued in various series under and pursuant to the Revenue Bond Law of 1941 (being Chapter 6 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, as amended) and all laws amendatory thereof or supplemental thereto, including without limitation Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Law"), and under and pursuant to Resolution No. 86-53 adopted by the City Council of the City on June 4, 1986, and is one of a series of Bonds of various maturities designated as "Electric Revenue Bonds, Refunding Series 1986 A" (the "Refunding Series 1986 A Bonds") in the aggregate principal amount of Twenty-One Million Five Hundred Eighty-Five Thousand Dollars ($21,585,000) issued under and pursuant to the Law and said Resolution No. 86-53 and Resolution No. 86-54 supplemental thereto adopted by the City Council of the City on June 4, 1986 (collectively the "Resolutions"), all of like tenor and date (except for such variations, if any, as may be required to designate varying numbers, denominations, maturities, interest rates or redemption provisions). All the Refunding Series 1986 A Bonds are equally and ratably secured in accordance with the terms and conditions of the Resolutions (copies of which are on file at the office of the City Clerk of the City and at the above-mentioned office of the Fiscal Agent), and reference is hereby made to the Law and to the Resolutions and any and all amendments thereof and supplements thereto for a description of the terms on which the Refunding Series 1986 A Bonds are issued and for the rights of the registered owners of the Refunding Series 1986 A Bonds; and all the terms of the Law and the Resolutions are hereby incorporated herein and constitute a contract between the City and the registered owner from time to time of this Refunding Series 1986 A Bond, to all the provisions of which the registered owner of this Refunding Series 1986 A Bond, by his acceptance hereof, agrees and consents. Each taker and subsequent registered owner hereof shall have recourse to all the provisions of the Law and the Resolutions and shall be bound by all the conditions and terms thereof. The Refunding Series 1986 A Bonds are issued to provide funds to refund a series of electric revenue bonds of the City issued to acquire and construct additions and betterments to the electric generation and transmission system of the City (the "Enterprise"), as more particularly described in the Resolutions. The Refunding Series 1986 A Bonds are special obligations of the City and are payable, as to interest thereon, principal thereof and any premiums upon the redemption thereof, solely from the Net Revenues of the Enterprise (the "Net Revenues"), as that term is defined in the Resolutions, and the Net Distribution Income (the "Net Distribution Income"), as that term is defined in the Resolutions, and the City is not obligated to pay them except from the Net Revenues and the Net Distribution Income. All the Bonds are equally secured by a pledge of and charge and lien upon the Net Revenues and the Net Distribution Income, and the Net Revenues and the Net Distribution Income constitute a trust fund for the security and payment of the interest on and principal of and redemption premiums, if any, on the Bonds as provided in the Resolutions. The general fund of the City is not liable and the full faith and credit or taxing power of the City is not pledged for the payment of the interest on or principal of or redemption premiums, if any, on the Bonds, and no tax or assessment shall ever be levied or collected to pay the interest on or principal of or redemption premiums, if any, on the Bonds. The Bonds are not secured by a legal or equitable pledge of or charge, lien or encumbrance upon any property of the City or any of its income or receipts except the Net Revenues and the Net Distribution Income, and neither the payment of the interest on or principal of or redemption premiums, if any, on the Bonds is a general debt, liability or obligation of the City. Additional Bonds payable from the Net Revenues and the Net Distribution Income may be issued which will rank equally as to security with the Refunding Series 1986 A Bonds, but only subject to the conditions and limitations contained in the Resolutions. The City has covenanted that, so long as any Bonds are outstanding, it will fix, prescribe and collect rates, fees and char.ges in connection with the electric service provided by the Enterprise so as to yield Net Revenues at least equal ~o the amounts thereof prescribed by the Resolutions and which, together with the Net Distribution Income, are sufficient to pay the interest on and principal of and redemption premiums, if any, on the Bonds in accordance with the provisions of the Resolutions. Refunding Series 1986 A Bonds maturing on June 1, 2003, are subject to mandatory redemption by the City prior to their maturity date on any June 1 on or after June 1, 1995, in part solely from Minimum Sinking Fund Account Payments deposited in the Refunding Series 1986 A 2003 Sinking Fund Account (as ~efined and provided in the Resolutions), upon mailed notice as hereinafter provided, at the principal amount thereof and accrued interest thereon to the date of redemption. Refunding Series 1986 A Bonds maturing on June 1, 2018, are subject to mandatory redemption by the City prior to their maturity date on any June 1 on or after June 1, 2004, in part solely from Minimum Sinking Fund Account Payments deposited in the Refunding Series 1986 A 2018 Sinking Fund Account (as defined and provided in the Resolutions), upon mailed notice as hereinafter provided, at the principal amount thereof and accrued interest thereon to the date of redemption. Refunding Series 1986 A Bonds maturing on June 1, 2003, and on June 1, 2018, are subject to optional redemption by the City prior to their respective maturity dates, as a whole or in part on any interest payment date on or after June 1, 1996, from funds derived by the City from any source other than such Minimum Sinking Fund Account Payments, upon mailed notice as hereinafter provided, at the following redemption prices (computed upon the principal amount of Refunding Series 1986 A Bonds or portions thereof called for redemption) together with accrued interest to the date of redemption, to wit: 102~ if redeemed on or after June 1, 1996, and prior to June 1, 1997; 101.50~ if redeemed on or after June 1, 1997, and prior to June 1, 1998; 101~ if redeemed on or after June 1, 1998, and prior to June 1, 1999; 10 100.50~ if redeemed on or after June 1, 1999, and prior to June 1, 2000; and 100~ if redeemed on or after June 1, 2000, and prior to maturity. If less than all the Refunding Series 1986 A Bonds are to be redeemed at the option of the City at any one time, the Refunding Series 1986 A Bonds of the later maturity date shall be redeemed prior to or simultaneously with the redemption of any Refunding Series 1986 A Bonds maturing prior thereto, and if less than all the Refunding Series 1986 A Bonds of any one maturity date are to be redeemed at any one time, the Fiscal Agent shall select the Refunding Series 1986 A Bonds or portions thereof of such maturity date to be redeemed in any manner that it deems appropriate and fair. Notice of redemption of this Refunding Series 1986 A Bond or any portion hereof shall be mailed not less than ten (10) days nor more than thirty (30) days before the redemption date to the registered owner hereof, but failure to receive such notice shall not affect the sufficiency of such proceedings for redemption. If notice of redemption has been duly given as aforesaid, then this Refunding Series 1986 A Bond or the portion thereof to be redeemed shall, on the redemption date designated in such notice, become due and payable at the above-described redemption price, and from and after the date so designated interest on this Refunding Series 1986 A Bond or the portion thereof to be redeemed shall cease to accrue and the registered owner of this Refunding Series 1986 A Bond shall have no rights in respect hereof except to receive payment of the redemption price of this Refunding Series 1986 A Bond or the portion thereof to be redeemed, and upon surrender of this Refunding Series 1986 A Bond if redeemed in part only, the City shall execute and the Fiscal Agent shall deliver to the registered owner hereof at the expense of the City a new Refunding Series 1986 A Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of this Refunding Series 1986 A Bond so surrendered. If an event of default, as defined in the Resolutions, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Resolutions; except that the Resolutions provide that in certain events such declaration and its consequences may be rescinded by the registered owners of at least twenty-five per cent (25~) in aggregate principal amount of the Bonds then outstanding. 11 The Refunding Series 1986 A Bonds are issuable in the form of fully registered Bonds in the denomination of five thousand dollars ($5,000) or any integral multiple of five thousand dollars ($5,000) (not exceeding the principal amount of Refunding Series 1986 A Bonds maturing at any one time). The registered owner of any Refunding Series 1986 A Bond or Bonds may surrender the same (together with a written instrument of transfer satisfactory to the Fiscal Agent duly executed by the registered owner or his duly authorized attorney) in exchange for an equal aggregate principal amount of Refunding Series 1986 A Bonds of the same maturity date of any other authorized denominations in the manner, subject to the conditions and upon payment of the charges provided in the Resolutions. The registration of this Refunding Series 1986 A Bond is transferable on the registration books kept by the Fiscal Agent by the registered owner hereof or by his duly authorized attorney upon surrender of this Refunding Series 1986 A Bond together with a written instrument of transfer satisfactory to the Fiscal Agent duly executed by the registered owner or his duly authorized attorney, and thereupon a new Refunding Series 1986 A Bond or Bonds of the same maturity date of authorized denominations in the same aggregate principal amount will be issued to the transferee in exchange therefor in the manner, subject to the conditions and upon payment of the charges provided in the Resolutions. The City and the Fiscal Agent may deem and treat the person in whose name this Refunding'Series 1986 A Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal hereof and redemption premium, if any, hereon and for all other purposes. The rights and obligations of the City and of the registered owners of the Bonds may be amended at any time in the manner, to the extent and upon the terms provided in the Resolutions, but no such amendment shall (1) extend the maturity of this Refunding Series 1986 A 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 registered owner of this Refunding Series 1986 A Bond, or (2) permit the creation by the City of any pledge of or charge and lien upon the Net Revenues and the Net Distribution Income superior to the pledge, charge and lien created by the Resolutions for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the written consent to an amendment of the Resolutions, or (4) modify any rights or obligations of the 12 Fiscal Agent without its prior written assent thereto; all as more fully set forth in the Resolutions. The Refunding Series 1986 A Bonds do not constitute an indebtedness of the City within the meaning of any constitutional or statutory debt limitation or restriction, and neither the City Council of the City nor the City nor any councilmember, officer or employee thereof shall be liable for the payment of the interest on or principal of or redemption premiums, if any, on the Refunding Series 1986 A Bonds otherwise than from the Net Revenues and the Net Distribution Income. This Refunding Series 1986 A Bond shall not be entitled to any benefits under the Resolutions or become valid or obligatory for any purpose until the certificate of authentication and registration hereon endorsed shall have been signed by the Fiscal Agent. It is hereby certified that all acts, conditions and things required by law to exist, to have happened or to have been performed precedent to and in the issuance of this Refunding Series 1986 A Bond do exist, have happened and have been performed in due time, form and manner as required by law and that the amount of this Refunding Series 1986 A Bond, together with all other obligations of the City, does not exceed any limit prescribed by the laws of the State of California and is not in excess of the amount of Refunding Series 1986 A Bonds permitted to be issued under the Resolutions. IN WITNESS WHEREOF, the City of Ukiah has caused this Refunding Series 1986 A Bond to be executed in its name and on its behalf by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, and has caused its seal to be reproduced hereon, and has caused this Refunding Series 1986 A Bond to be dated June 1, 1986. CITY OF UKIAH (Seal) Attest: By. Mayor City Clerk 13 [FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION TO APPEAR ON REFUNDING SERIES 1986 A BONDS] This is one of the Bonds described in the within-mentioned Resolutions which has been authenticated and registered on . BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Fiscal Agent By. Authorized Officer [FORM OF ASSIGNMENT TO APPEAR ON REFUNDING SERIES 1986 A BONDS] For value received the undersigned do(es) hereby sell, assign and transfer unto the within Bond and do(es) hereby irrevocably constitute and appoint attorney to transfer the same on the bond register of the Fiscal Agent, with full power of substitution in the premises. Dated: SIGNATURE GUARANTEED BY: Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever, and the signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. 14 SECTION 2.07. Application of Proceeds of Sale of Refundinq Series 1986 A Bonds. Upon the receipt of payment for the Refunding Series 1986 A Bonds when the same shall have been-duly sold by the City, the Fiscal Agent shall set aside and deposit or cause to be deposited the proceeds of sale of the Refunding Series 1986 A Bonds in the following respective accounts or funds, in the following order: (a) The Fiscal Agent shall deposit in the Interest Fund a sum equal to the amount of accrued interest received for the Refunding Series 1986 A Bonds. (b) The Fiscal Agent shall deposit in the Bond Reserve Fund a sum equal to the Required Bond Reserve. (c) The Fiscal Agent shall deposit in a separate account in the Refunding Fund, which account is hereby established and shall be known as the Refunding Series 1986 A Refunding Account and which account the City agrees and covenants to cause to be maintained so long as any City of Ukiah Electric Revenue Bonds, Series A, are unpaid or unredeemed, an amount of money which, together with other money to be deposited therein, will be sufficient (in the determination of an Independent Certified Public Accountant, who shall certify such determination in writing to the Fiscal Agent) to provide for the payment of all outstanding City of Ukiah Electric Revenue Bonds, Series A, on their respective maturity dates on and prior to June 1, 1994, together with accrued interest thereon, and the redemption of all outstanding City of Ukiah Electric Revenue Bonds, Series A, on June 1, 1994, together with accrued interest thereon. (d) The Fiscal Agent shall transfer the remainder of the proceeds of sale of the Refunding Series 1986 A Bonds to the Treasurer of the City who shall deposit such proceeds in the General Fund and use them for the payment of all the costs of issuing the Refunding Series 1986 A Bonds, including, but not limited to, all printing and document preparation expenses in connection with the Refunding Series 1986 A Bonds and the preliminary official statement and official statement pertaining to the Refunding Series 1986 A Bonds, rating agency fees, CUSIP Service Bureau charges, the initial fees and expenses of the Fiscal Agent, and other fees and expenses incurred in connection with the issuance of the Refunding Series 1986 A Bonds. 15 ARTICLE III MISCELLANEOUS SECTION 3.01. Authority for the First Supplemental Resolution. The First Supplemental Resolution is adopted pursuant to the provisions of the Law and is supplemental to and is adopted in accordance with Articles II and VIII of the Resolution. SECTION 3.02. Effective Date of the First Supplemental Resolution. The First Supplemental Resolution shall take effect from and after its passage and approval. PASSED AND ADOPTED on June 4, 1986, by the following vote: AYES: Councilmembers Henderson, Kier, Hickey, Kelley, and Mayor Myers NOES: None ABSENT: None (Seal) Attest: Approv,~d: v mayor of the City of Ukiah /' C 1 e (./ City of Ukiah 16 CITY CLERK'S CERTIFICATE I, Yvette 5. Hayes , City Clerk of the City of Ukiah, hereby certify as follows: The foregoing is a full, true and correct copy of a resolution duly adopted at a regular meeting of the City Council of the City of Ukiah duly and regularly and legally held at the regular meeting place thereof on June 4, 1986, of which meeting all the members of said City Council had due notice and at which a majority thereof was present. At said meeting said resolution was adopted by the following vote: Ayes: Councilmembers Henderson, Kier, Hickey, Kelley, and Mayor Myers Noes: None Absent :None I have carefully compared the same with the original minutes of said meeting on file and of record in my office and the foregoing is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes and said original resolution has not been amended, modified or rescinded since the date of its adoption and the same is now in full force and effect. Dated: June~, 1986. c-~~~ (Seal) City Clerk of ~he City of Ukiah