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Resolution 11987RESOLUTION NO. 11987 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALAMEDA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1990 -1991 AND THE ISSUANCE AND SALE OF 1990 TAX AND REVENUE ANTICIPATION NOTES THEREFOR . WHEREAS, pursuant to Sections 58850 et seq. of the Government Code of the State of California (the "State"), this City Council (the 'Council') has found and determined that moneys are needed for the requirements of the City of Alameda (the 'City'), a municipal corporation duly organized and existing under the laws of the State, to satisfy obligations payable from the General Fund of the City, and that it is necessary that said sum be borrowed for such purpose at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the City for the General Fund of the City during or allocable to the fiscal year of the City beginning July 1, 1990 and ending June 30, 1991 ("Fiscal Year 1990- 1991"); NOW, THEREFORE, the City Council of the City of Alameda hereby finds, determines, declares and resolves as follows: Section 1. Recitals True and Correct. All -of the recitals herein set forth are true and correct, and the Council so finds and determines Section 2. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty -five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the City for the General Fund of the City attributable to Fiscal Year 1990 -1991, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 3. Issuance and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the City for the General Fund of the City during or allocable to Fiscal Year 1990 -1991, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of not to exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State, designated "City of Alameda (Alameda County, California) 1990 Tax and Revenue Anticipation Notes" (the "Notes "). The Notes shall be numbered from 1 consecutively upward in order of issuance, shall be dated and shall mature on the dates y, specified in the Contract of Purchase, and shall bear interest ,payable at maturity and oomputed'� on a 80-day month/360 -day year basis, , at the rate determined in accordance with a Contract o. Purchase to be presented by the Underwriter as specified in the Contract of Purchase. Both the principal of and interest on the Notes shall be payable in . lawful money of the United States of America, as described below. Section 4. Form of Notes; Book Entry Only System. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in F=hbit A attached hereto and by reference incorporated herein, the blanks in said form to I* filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. 'CUSIP" identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the City to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the City's contract with such registered owners and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The City may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the City shall not be affected by any notice to the contrary. The City shall not have any responsibility or obligation to any participant of DTC (a 'Participant"), any person elni*n?ng a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The City shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and dischar8e the City's obligations with respect to the principal and interest with respect to the Notes to the extent of the sure or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term 'Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the City determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the City shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the General Fund of the City and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund of the City. Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1990 -1991. As security for the payment of the principal of and interest on the Notes the City hereby covenants to provide for the Repayment Fund described below (a) an amount equal to 25% of the aggregate principal amount of the Notes, from "unrestricted moneys ", as hereinafter defined, to be received in December, 1990, (b) an amount equal to 25% of the aggregate principal amount of the Notes, from unrestricted moneys to be received in February, 1991, (c) an amount equal to 50% of the aggregate principal amount of the Notes, from unrestricted moneys to be received in April, 1991, and (d) an amount equal to all -2- interest due on the Notes at maturity, from =restricted moneys to be received in May, 1991 (all such pledged amounts described in clauses (a) through (d) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the City to permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues to be deposited in any month by the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term 'unrestricted moneys° shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund of the City for Fiscal Year 1990 -1991 and which are generally available for the payment of current expenses and other obligations of the City. • Section 7. Repayment Fund. There is hereby created a special fund to be held by the City designated the `1990 Tax and Revenue Anticipation Note Repayment Fund" (the 'Repayment Fund ") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created. During or prior to the months of December, 1990, February, 1991, April, 1991 and May, 1991, the City shall deposit all Pledged Revenues in the Repayment Fund. On the date of final maturity of the Notes, the moneys in the Repayment Fund, to the extent necessary to pay the principal of and interest on the Notes at maturity, shall be transferred by the City to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes at maturity. To the extent said moneys are insufficient therefor, an amount of moneys from the City's General Fund which will enable payment of the full principal of and interest on the Notes at maturity shall be transferred, or caused to be transferred, by the City to the DTC. DTC will thereupon make payments of and interest on the Notes to the DTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the City. Section 8. Deposit and Investment of Fund. All moneys held by the City in the Repayment Fund, if not invested, shall be held in time or demand deposits as public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible, be invested by the City directly, or through an investment agreement, in investments as permitted by the laws of the State as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution of Notes. The City Manager of the City, Finance Director and any authorized designee of the City are hereby separately authorized to execute the Notes by manual signature, and the City Clerk of the City is hereby authorized to countersign the same by facsimile signature and to affix the seal of the City thereto either manually or by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 10. Covenants and Warranties. It is hereby covenanted and warranted by the City that all representations and recitals contained in this Resolution are true and correct, and that the City and its appropriate officials have duly taken all proceedings necessary to be taken by -3- them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 11. Transfer of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 18 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the City, accompanied by delivery of a written instrument of transfer in a form approved by the City, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 12. Exchange of Notes. Notes may be exchanged at the office of the City for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 13. Note Register. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the City shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 14. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Notes. If the City issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the City and the City shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denomi nations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 15. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the City, at the expense of the registered owner of said Note, shall execute and deliver, a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the City of the Note so mutilated. Every mutilated Note so surrendered to the City shall be canceled by it and delivered to, or upon the order of, the City. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, the City, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 15 and of the expenses which may be incurred by the City in the premises. Any Note issued under the provisions of this Section 16 in lieu of any Note alleged to 1* lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. —4— Section 1a Arbitrage Covenants and other Federal Tax. (a) Nonarbitrage Covenant. The City shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action with respect to the Grose Proceeds of the Notes which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of the issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Internal Revenue Code of 1986 (the "Code ") and Regulations promulgated thereunder. In furtherance thereof, the City shall rebate to the federal government the amounts required by Section 1480(2) of the Code, unless the City has met the "safe harbor" rules at forth in Section 148(F)(4) (B)(iii) of the Code. In addition, the City shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action which would cause the interest on the Notes to be subject to Federal income taxation under the Code. (b) No Federal Guarantee. The City shall take no action nor permit nor surer any action to be taken if the result of the same would be to cause the Notes to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 17. Sale of Notes. The Not are hereby authorized to be sold to the underwriter (the "Underwriter"), designated in and in accordance with the Purchase Contract, by and between the City and the Underwriter, in substantially the form on file with the City Clerk, so long as the interest rate on the Notes does not exceed 8% per annum, and so long as the Notes are purchased at not less than the par amount thereof. Said form of Purchase Contract is hereby approved, and the City Manager, Finance Director or any authorized designee of the City and the City Clerk of the City are hereby authorized and directed to execute the Purchase Contract for and in the name and on behalf of the City. Section 18. Preliminary Official Statement; Kelling, Northcross & Nobriga, the financial advisor to the City, is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes, to be used in connection with the offering and sale of the Notes. Distribution by the Underwriter of said Preliminary Official Statement to prospective purchasers of the Notes is hereby approved, ratified and confirmed. The City Manager, Finance Director or any authorised designee of the City are hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement deemed advisable by any of them, and to execute a statement at the time of delivery of the Notes to the effect that the Final Official Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Mayor of the City, City Manager, Finance Director or any authorized designee of the City is hereby authorized and directed to execute and deliver the final Official Statement for and in the name and on behalf of the City. Section 19. ement for Bond Counsel Services Financial Advisor Services= Costs of Issuance. The City Council hereby approves that certain agreement for bond counsel services by and between the City and Jones Hall Hill & White, A Professional Law Corporation, in substantially the form presented at this meeting, and the Mayor of the City, City Manager, Finance Director or any authorized designee of the City are hereby authorized and directed to sign said agreement for and on behalf of the City. The City Council hereby authorizes the City Manager to execute that certain agreement for financial advisory services, by and between the City and Kelling, Northcroes and Nobriga, for and on behalf of the City. All costs incurred by the City in connection with the issuance of the Notes, including but not limited to printing of any Official Statement, rating agency costs (except rating service fees), bond counsel fees and expenses, financial advisory fees and expenses, underwriting discount and costs, paying agent fees and expenses, the cost of printing the Notes, and any compensation owing to any officers or employees _g-- of the City for their services rendered in connection with the issuance of the Notes, shall be payable solely from the proceeds of the Notes. Section 20. Execution of Closing Documents, The Mayor, the City Clerk, the City Manager, the Finance Director, the Treasurer And other officers of the City Are authorized and directed to execute Auch certificates, agreements And other closing documents as are, necessary to consummate the transactions contemplated by this Resolution. PASSED AND ADOPTi i) by the City Council of the City of Alameda, California, this 8rd day of July, 1990, by the following vote: AYES: Councilmembers Arnerich, Camicia, Withrow and President Corica - 4, NOES: None. Ai38ENT: Councilmember Thomas - IN WITNESS, THEREOF, I have hereunto set my hand and affixed the official seal of said City this 5th day of July, 1990. Attest: IT A CITY OF ALAMEDA (ALAMEDA COUNTY, CALIFORNIA) 1990 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: , 1991 July , 1990 REGISTERED OWNER: CEDE & CO. PRINCIPAL SUM: SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS The CITY OF ALAMEDA, Alameda County, State of California (the "City"), acknowledges itself indebted, and promises to pay, to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money .at the rate per' annum stated above, payable on the Maturity Date stated above, calculated on the basis of 860 -day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Dollars (3 ), all of like tenor, issued pursuant to the provisions of Resolution No. of the City Council of the City duly passed and adopted on July 3, 1990, and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the City, does not exceed any limit prescn'bed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1990 - 1991. As security for the payment of the principal of and interest on the Notes the City has pledged, from "unrestricted moneys ", as hereinafter defined, (a) to be received in December, 1990, an amount equal to 25% of the aggregate principal amount of the Notes, (b) to be received in February, 1991, an amount equal to 25% of the aggregate principal amount of the Notes (c) to be received in April, 1991, an amount equal to 60% of the aggregate principal amount of the Notes and (d) to be received in May, 1991, an amount equal to interest on the Notes at maturity (all such pledged amounts described in clauses (a) through (d) above being hereinafter called the "Pledged Revenues "). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the and to the extent not so paid shall be Pledged Revenues, p ' paid from any other moneys of the City lawfully available therefor. As used herein, the term 'unrestricted moneys" means the taxes, income, revenue, cash receipts and other moneys, intended as receipts for the General Fund of the City for Fiscal Year 1990 -1991 and which are generally available for the payment of current expenses and other obligations of the City. -1- The Notes are issuable as fully registered Notes, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes, may be exchanged for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Board may treat the Owner hereof as the absolute owner hereof for all purposes, and the Board shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the City of Alameda has caused this Note to be executed by the of the City and countersigned by the City Clerk of the City, and caused its official seal to be affixed hereto all as of this ® day of July, 1990. [SEAL] Countersigned: City Clerk CITY OF ALAMEDA By Title: CITY ATTORNEY ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties PTT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIT GIFT MIN ACT Custodian (Oust) (Minor) under Uniform Gifts to Minors Act (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE (FORM OF ASSIGNMENT) For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Addew awl Tax Idwtibra k a r or 6ocW S e c u r i t y Number ofA gn .) the within Bond and do(es) hereby irrevocably constitute and appoint to transfer the same on the registration substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commerical bank of trust company , attorney, ooks of the Trustee, with full power of NOTICE: The signature on 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. JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION AGREEMENT BY AND BETWEEN THE CITY OF ALAMEDA AND JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH TAX AND REVENUE ANTICIPATION NOTE PROCEEDINGS FOR FISCAL YEAR 1990 -1991 THIS AGREEMENT is entered into the _ day of , 1990, by and between THE CITY OF ALAMEDA (the "Issuer") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ( "Attorneys "); WITNESSETH: WHEREAS, the Issuer wishes to issue short -term tax and revenue anticipation notes relating to fiscal year 1990 -1991 of the Issuer (the "Notes ") pursuant to Sections 63850 et seq. of the California Government Code; and WHEREAS, in connection with such proceedings the Issuer requires the advice and assistance of bond counsel; and WHEREAS, the Issuer has determined that Attorneys are qualified by training and experience to perform the services of bond counsel, and Attorneys are willing to provide such services; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOLLOWS: Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the issuance of the Notes: A. Consultation and cooperation with the Issuer`s Attorney, financing consultants and other consultants, underwriters, staff and employees of the Issuer, and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal Note issuance. B. Preparation of all legal proceedings for the authorization, issuance and delivery of Notes to the Issuer; including preparation of the resolution authorizing the issuance of such Notes, fixing the date, denominations, numbers, maturity and interest rates, providing the form of the Notes an authorizing their execution, authentication and registration; certifying the terms and conditions upon which the same are to be issued; providing for the setting up of special funds for the disposition of proceeds of the sale of the Notes, including creation of a reserve fund, if any, and such other funds as may be advisable, and providing all other details in connection therewith, including special covenants and clauses for the protection of the interests of the Noteholders; preparation of the resolution selling all or any part of the authorized Note issue; preparation of all documents required for Note delivery, including cumulative cash flow deficit certificate required by federal tax law, and supervising such delivery; preparation of all other proceedings incidental or in connection with the issuance, sale and delivery of Notes. C. Application for any Internal Revenue Service or other rulings necessary to assure tax - exempt status of the Notes, or as required by the purchaser of the Notes. D. Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion unqualifiedly approving in all regards the legality of all proceedings for the authorization, issuance and delivery of Notes, and stating that interest on the Notes is exempt from federal and state personal income taxation, which opinion shall inure to the benefit of the purchasers of the Notes. E. Any and all legal consultation requested by the Issuer concerning the Notes at any time after delivery of the Notes; provided, however, that Attorneys shall not be obligated pursuant to this Agreement to advise or consult with the Issuer in the interpretation, implementation or administration of the provisions of the resolution authorizing the issuance of the Notes which concern compliance with the arbitrage and rebate provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, it being understood that such advice and consultation is to be provided, if desired by the Issuer, pursuant to a separate consulting agreement and on terms mutually acceptable to Attorneys and to the Issuer. F. Such other and further services as are normally performed by bond counsel in connection with the issuance of tax and revenue notes by municipalities. G. Attorneys will not be responsible for the preparation or content of the official statement prepared by the financial consultant or underwriter other than to examine said official statement as concerns description of Notes and matters within Attorneys' knowledge. Section 2. Compensation. For the services of Attorneys listed in subsections A through G, inclusive, of Section 1, the Issuer will pay Attorneys a fee equal to one - twentieth of one percent (1/20 of 1 %) of the principal amount of Notes, with a minimum fee of $3,000. In addition, the Issuer shall pay to Attorneys all direct out -of- pocket expenses for travel, messenger and delivery service, closing costs and expenses and expenses for other services incurred in connection with the services rendered by Attorneys' duties hereunder. Payment of said fees and expenses to Attorneys shall be due upon the issuance of Notes and the delivery of the proceeds thereof to the Issuer, and said fees and expenses shall be payable solely from the proceeds of the Notes and from no other funds of the Issuer. Section 3. Responsibilities of the Issuer. The Issuer shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the Issuer, or other deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and delivery of Notes, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Notes, the cost of preparing the Notes for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Notes, shall be paid from Note proceeds. Section 4. Termination of Agreement. This Agreement may be terminated by the Issuer at any time by giving written notice to Attorneys with or without cause. In the event of -2- termination, 'all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of Issuer, becomes its property and shall be delivered to it by Attorneys. IN WITNESS WHEREOF, the Issuer and Attorneys have executed this Agreement as of the date first above written. Attest: THE CITY OF ALAMEDA By: Title: By: Title: JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION William . Madison CITY ATTORNEY