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Resolution 11958CITY OF ALAMEDA RESOLUTION NO. 11958 AUTHORIZING THE ISSUANCE OF REVENUE BONDS IN AN AMOUNT NOT TO EXCEED $20,000,000 IN ORDER TO FINANCE CERTAIN FACILITIES OF KQED, INC. OF SAN FRANCISCO AND APPROVING RELATED ACTIONS WHEREAS, the City of Alameda (the "City ") is a municipal corporation and charter city duly organized and existing under a freeholders' charter pursuant to which the City has the right and power to make and enforce all laws and regulations in respect to municipal affairs and certain other matters and to exercise all rights, powers and privileges granted by the Constitution and general laws of the State of California in accordance with and as more particularly provided in Sections 3, 5 and 7 of Article XI of the Constitution of the State of California and Section 1 -2 of the Charter of the City (the "Charter "); WHEREAS, Section 37110.5 of the Government Code of the State of California provides that the City Council may authorize and provide for contributions to nonprofit educational radio and television stations, provided all of the following conditions exist: (i) The purpose of the contribution is to enable the citizens of the City to enjoy greater educational and cultural advantages; (ii) A substantial number of the residents of the City live within the reception area of the station; (iii) The station regularly broadcasts programs which have educational or cultural significance; (iv) The contribution is to the general funds of the station and not for or in connection with any particular program; (v) The contribution is not accompanied, directly or indirectly, by any direction of, sponsorship of, control of, or restriction of any program or the content of any program; and providing financing assistance to nonprofit educational radio and television stations satisfying the foregoing 1 requirements is a proper means for the City to provide for contributions to such stations and is a public purpose in which the City has an interest; WHEREAS, KQED, Inc., a nonprofit educational television station which serves the City and satisfies the requirements specified in the preceding paragraph, has contacted the City to propose that the City assist KQED, Inc. in the financing of a new administrative and broadcasting facility to be owned and operated by KQED, Inc. and to be located at 2601 Mariposa Street in San Francisco, California by issuing revenue bonds of the City on behalf of KQED, Inc.; WHEREAS, bond counsel has indicated to the City that, under existing laws, the interest on such revenue bonds would be excluded from gross income of the owners thereof for federal income tax purposes and be exempt from California personal income taxation; WHEREAS, KQED, Inc. would benefit from the issuance of such revenue bonds by the City by being able to finance at tax-exempt interest rates and the granting of such benefit by the City to KQED, Inc. is a proper contribution of the City to a nonprofit educational television station; WHEREAS, the City Council on July 18, 1989 adopted a procedural ordinance, entitled "AN ORDINANCE PROVIDING FOR THE CITY OF ALAMEDA TO ISSUE REVENUE BONDS FOR THE PURPOSE OF PROVIDING FINANCING TO PARTICIPATING PARTIES FOR ECONOMIC AND EDUCATIONAL DEVELOPMENT PURPOSES, AND CERTAIN OTHER SUPPLE- MENTAL PROVISIONS, INCLUDING DEFINITIONS, GENERAL PROVISIONS, POWERS AND PROCEDURES", which procedural ordinance authorizes the City to issue revenue bonds on behalf of KQED, Inc.; WHEREAS, each issue of revenue bonds issued pursuant to such procedural ordinance, including the proposed revenue bonds to be issued on behalf of KQED, Inc., will be a limited obligation of the City payable from all or any specified part of the revenues and the moneys and assets authorized in the procedural ordinance to be pledged or assigned to secure payment of bonds; such revenues, moneys or assets shall be the sole source of repayment of such issue of bonds; bonds issued under the provisions of the procedural ordinance shall not be deemed to constitute a debt or liability of the City or a pledge of the faith and credit of the City but shall be payable solely from specified revenues, moneys and assets; the issuance of bonds shall not directly, indirectly, or contingently obligate the City to levy or pledge any form of taxation or to make any appropriation for their payment; 2 WHEREAS, said procedural ordinance is in full force and effect; and WHEREAS, the City Council, on March 6, 1990, as a joint undertaking with the City and County of San Francisco, conducted a public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, regarding the issuance of revenue bonds in an amount not to exceed $20,000,000 to finance an administrative and broadcasting facility to be owned and operated by KQED, Inc. and to be located at 2601 Mariposa Street in San Francisco, California; WHEREAS, the Mayor of the City and County of San Francisco approved the issuance of said Bonds on March 13, 1990; NOW, THEREFORE, BE IT RESOLVED, that: 1. The above recitals, and each of them, are true and correct. 2. The City does hereby approve an issue of its Variable Rate Demand Revenue Bonds, Series 1990 (KQED, Inc. Project) (the "Bonds "), in an aggregate amount not to exceed $20,000,000 and said Bonds shall be issued under, executed in accordance with and secured by an Indenture for said Series. This approval is intended to constitute approval under Section 147(f) of the Internal Revenue Code of 1986, as amended. 3. The proposed form of the Indenture of Trust, dated as of May 1, 1990 (the "Indenture of Trust "), by and between the City and State Street Bank and Trust Company of California, N.A., as trustee thereunder (the "Trustee "), presented at this meeting is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute and deliver to the Trustee the Indenture of Trust in substantially said form with such additions thereto or changes therein as are recommended or approved by Brown & Wood, as Bond Counsel to the City ( "Bond Counsel ") or Jones Hall Hill & White, as special counsel to the City ( "Special Counsel "), and as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. ' 4. The proposed form of the Bonds as set forth in the Indenture of Trust (as the Indenture of Trust may be modified pursuant to the preceding section hereof) is hereby approved. The Mayor of the City is hereby authorized and directed to execute the Bonds by manual or facsimile signature for and in the name of the City and the facsimile of the seal of the City shall be reproduced thereon and attested by the manual or 3 facsimile signature of the City Clerk for and in the name of the City, such Bonds to be in the aggregate principal amount not to exceed the amount set forth hereinabove in accordance with the Indenture of Trust. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon and to deliver the Bonds, when duly executed and authenticated, to the parties named in the Placement Agency Agreement in accordance with written instructions executed by the City. Such instructions shall provide for the delivery of the Bonds in accordance with the Placement Agency Agreement, upon payment of the purchase price thereof. 5. The proposed form of the Loan Agreement, dated as of May 1, 1990 (the "Loan Agreement "), by and between the City and KQED, Inc., presented at this meeting is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute the Loan Agreement in substantially said form with such additions thereto or changes therein as are recommended or approved by Bond Counsel or Special Counsel and as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery of the Loan Agreement. 6. The proposed form of the Placement Agency Agreement, by and between the City, KQED, Inc. and Bank of America National Trust and Savings Association, as placement agent thereunder (the "Placement Agent "), presented at this meeting, is hereby approved; and the Mayor and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute the Placement Agency Agreement, in substantially the said form hereby approved, with such additions thereto or changes therein as are recommended or approved by Bond Counsel or Special Counsel and as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery of the Placement Agency Agreement. 7. The Placement Agent is hereby authorized to distribute said Private Placement Memorandum in preliminary form, with such additions thereto or changes therein as are recommended or approved by Bond Counsel and the persons executing may approve, such approval to be conclusively evidenced by the execution of the Private Placement Memorandum and delivery of the Private Placement Memorandum to persons who may be interested in the purchase of the Bonds, and to deliver said Private Placement Memorandum in final form to the purchasers of the Bonds. 8. The City Manager of the City (the "City Representa- tive "), or his designees, or such other person as the City Council may from time to time designate, is hereby designated 4 as City Representative for executing any and all certificates on behalf of the City required by the Indenture and the Loan Agreement. 9. Any documents the execution of which by the Mayor of the City is authorized by this Resolution shall, in the absence or inability to act as the Mayor, be executed by any other member of the City Council. 10. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, : sale and delivery of the Bonds, including filing applications with a Rating Agency (as defined in the Indenture of Trust) and ddx. otherwise to effectuate the purposes of this Resolution; and ILL LI such actions previously taken by such officers are hereby ratified and confirmed. tn 0 I, the undersigned, hereby certify that the foregoing cer Resolution was duly and regularly adopted and passed by the T c Council of the City of Alameda in regular meeting assembled on 0 the 1st day of May , 1990, by the following vote CL to wit: AYES: Councilmembers Arnerich, Withrow and President Corica - NOES: Councilmember Thomas - 1. ABSENT: None. ABSENTIONS: Councilmember Camicia - 1. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 2nd day of May 1990, City daerk of the City of Alameda 5