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Resolution 14730CITY OF ALAMEDA RESOLUTION NO. 14730 APPROVING PROCEEDINGS TO FINANCE AND REFINANCE IMPROVEMENTS TO THE CITY'S MUNICIPAL SEWER SYSTEM, APPROVING THE ISSUANCE AND SALE OF SEWER REVENUE BONDS BY THE CITY OF ALAMEDA FINANCING AUTHORITY FOR SUCH PURPOSES AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS WHEREAS, the City of Alameda Financing Authority (the "Authority ") was formed for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the City; and WHEREAS, the City has determined that, due to prevailing financial market conditions, it is in the best interests of the City to (a) refinance the acquisition and construction of certain improvements and facilities (the "1995 Project ") which constitute part of the City's municipal sewer enterprise (the "Sewer System ") and, in particular, to provide for the refunding of the City's Certificates of Participation (1995 Sewer System Refinancing and Improvement Project), originally delivered in the principal amount of $5,850,000, of which $2,160,000 is currently outstanding (the "1995 Certificates "), and (b) finance the acquisition and construction of certain new improvements and facilities which will constitute part of the Sewer System (the "2012 Project "); and WHEREAS, for the purpose of raising funds necessary to provide such financial assistance to the City, the Authority proposes to authorize the issuance of its revenue bonds under the provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act "), designated as the Alameda Public Financing Authority (Alameda County, California) Sewer Revenue Bonds, 2012 Series A (the "Bonds"), all pursuant to and secured by an indenture of trust, by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee; and WHEREAS, in order to provide for the repayment of the Bonds, the City will sell the 1995 Project to the Authority and the Authority will sell the 1995 Project and the 2012 Project to the City pursuant to an installment sale agreement (the "Installment Sale Agreement "), under which the City will agree to make installment payments to the Authority payable from the net revenues of the Sewer System which will be calculated to be sufficient, in time and amount, to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds when due and payable; and WHEREAS, the form of an official statement (the "Official Statement ") describing the Authority, the City, the Sewer System, the Bonds and other matters, to be used in connection with the marketing of the Bonds, has been prepared and presented to the City; and WHEREAS, the form of a notice of intention (the "Notice of Intention") and the form of a notice of sale (the "Notice of Intention"), relating to the sale of the Bonds, have been prepared and presented to the City; and WHEREAS, the Council approves all of said transactions in furtherance of the public purposes of the City, and wishes at this time to take its action approving the issuance and sale of the Bonds and the financing to be accomplished thereby. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Approval of Bonds. The Council hereby approves the issuance of the Bonds by the Authority for the purpose, among others, of providing funds to (a) refinance the 1995 Project and refund the 1995 Certificates and (b) finance the 2012 Project, so long as the principal amount of Bonds does not exceed $16,000,000, the true interest cost of the Bonds is not greater than 5%, the final maturity date of the Bonds is not later than March 1, 2042, and present value savings is generated by the refunding of the 1995 Certificates. Section 2. Approval of Acquisition Agreement. The Council hereby approves an acquisition agreement, pursuant to which the City will sell the 1995 Project to the Authority (the "Acquisition Agreement"), in the form on file with the City Clerk, together with such additions thereto and changes therein as the Mayor, the City Manager, the Assistant City Manager or the Controller (the "Designated Officers") shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Acquisition Agreement for and in the name and on behalf of the City. The Council hereby authorizes the delivery and performance of the Acquisition Agreement. Section 3. Approval of Installment Sale Agreement. The Council hereby approves the Installment Sale Agreement, in the form on file with the City Clerk, together with such additions thereto and changes therein as a Designated Officers shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Installment Sale Agreement for and in the name and on behalf of the City. The Council hereby authorizes the delivery and performance of the Installment Sale Agreement. Section 4. Approval of Escrow Agreement. The Council hereby approves an escrow agreement relating to the refunding of the 1995 Certificates, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee for the 1995 Certificates and as escrow bank (the "Escrow Agreement "), in the form on file with the City Clerk, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, the execution of which by the City shall be conclusive evidence of the approval of any such additions and changes. The Designated Officers, each acting alone, are hereby authorized and directed to execute, and the City Clerk is hereby authorized and directed to attest to, the final form of the Escrow Agreement for and in the name and on behalf of the City. The Council hereby authorizes the delivery and performance of the Escrow Agreement. Section 5. Sale of Bonds. The Council hereby approves the competitive sale of the Bonds by the Authority. The Council hereby approves the Notice of Intention in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by a Designated Officer. The Council hereby approves the Notice of Sale, in the form on file with the City Clerk, together with any changes therein or additions thereto deemed advisable by a Designated Officer. Public Financial Management, Inc., financial advisor to the Authority and the City (the Financial Advisor "), is hereby authorized to cause to be furnished to prospective bidders copies of the Notice of Sale. The Financial Advisor is hereby authorized and directed, on behalf of the Authority, to receive the bids at the time and place specified in the Notice of Sale, to examine said bids for compliance with the Notice of Sale and to verify the bid with the lowest true interest cost as provided in the Notice of Sale. In the event two or more bids setting forth identical true interest cost are received, the Financial Advisor, on behalf of the Authority, may exercise its own discretion and judgment in making the award and may award the Bonds on a pro rata basis in such denominations as he shall determine. The Financial Advisor, on behalf of the Authority, may, in its discretion, reject any and all bids and waive any irregularity or informality in any bid. The Financial Advisor, on behalf of the Authority, shall award the Bonds or reject all bids not later than 26 hours after the expiration of the time prescribed for the receipt of bids unless such time of award is waived by the successful bidder. Section 6. Official Statement. The Council hereby approves the preliminary Official Statement in the form on file with the City Clerk, together with such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate. The Designated Officers, each acting alone, are hereby authorized and directed to deem final within the meaning of Rule 15c2- 12 of the Securities Exchange Act of 1934 except for permitted omissions, the preliminary form of the Official Statement describing the Bonds. Distribution of such preliminary Official Statement is hereby approved. The Designated Officers, each acting alone, are hereby authorized to execute the final form of the Official Statement, including as it may be modified by such additions thereto and changes therein as a Designated Officer shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the City shall be conclusive evidence of the approval of any such additions and changes. The Council hereby authorizes the distribution of the final Official Statement by the Financial Advisor. The final Official Statement shall be executed in the name and on behalf of the City by a Designated Officer. Section 7. Official Actions. The Mayor, the City Manager, the Assistant City Manager, the Controller, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance, warrants and other documents, including the application to providers of municipal bond insurance for the Bonds, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the consummation of the transactions as described herein. Section 8. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. I, the undersigned hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in a joint meeting assembled on the 18th day of September, 2012, by the following vote to wit: AYES: Councilmembers Bonta, deHaan, Johnson, Tam and Mayor Gilmore — 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said City this 19th day of September, 2012. i'_ara Weisiger, City City of Alameda