Resolution 11998"City "):
CITY OF ALAMEDA RESOLUTION NO. 11998
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN
LEASE FINANCING DOCUMENTS, APPROVING THE FORM AND
AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT, IN CONNECTION WITH THE OFFERING AND SALE OF
CERTIFICATES OF PARTICIPATION RELATING THERETO, AND
AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT
THERETO, RELATING TO THE RECONSTRUCTION OF THE POLICE
ADMINISTRATION BUILDING.
RESOLVED, by the City Council of the City of Alameda (the
WHEREAS, the City, working together with the Alameda
Sewer Improvement Financing Corporation (the "Corporation "), is
proposing to proceed with a lease financing;
WHEREAS, in connection therewith, the City proposes to
finance the construction of certain improvements to its police
administration building and the acquisition of certain equipment
(the "Project "), as more particularly described in the hereinafter
defined Lease Agreement and it is in the public interest and for
the public benefit that the City authorize and direct execution of
the hereinafter defined Lease Agreement and certain other financing
documents in connection therewith;
WHEREAS, Miller & Schroeder Financial, Inc. (the
"Underwriter ") has been directed to prepare a preliminary official
statement containing information material to the offering and sale
of the Certificates of Participation described below (the
"Preliminary Official Statement ") relating to the sale of the
Certificate of Participation; and
WHEREAS, the documents below specified have been filed
with the City and the members of the City Council, with the aid of
its staff, have reviewed said documents;
follows:
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as
Section 1. The below - enumerated documents be and are hereby
approved, and the Mayor, the City Manager or the Finance Director
hereby authorized and directed to execute said documents, with
_°tsuch changes, insertions and omissions as may be approved by such
official, and the City Clerk is hereby authorized and directed to
attest to such official's signature:
(a) a deed and acquisition agreement, between the City
as seller, and the Corporation, as purchaser, pursuant to which the
City will sell certain improvements within the City (the
"Property ") to the Corporation, which the Corporation will lease
back to the City;
(b) a lease agreement, relating to the Property, between
the Corporation, as lessor, and the City, as lessee (the "Lease
Agreement ") , so long as the stated term of the Lease Agreement does
not exceed twenty five (25) years, so long as the principal amount
of the lease payments to be made under the Lease Agreement does not
exceed $3,000,000.00 and so long as the maximum lease payments
payable in any year beginning n August 2 and ending on the
succeeding August 1 do not exceed $300,000.00;
(c) a trust agreement, by and among the Corporation, the
City and Security Pacific National Bank, San Francisco, California,
as trustee (the "Trust Agreement "), relating to the financing, and
the execution and delivery of certificates of participation
evidencing the direct, undivided fractional interests of the owners
thereof in lease payments to be made by the City under the Lease
Agreement (the "Certificates of Participation ");
(d) investment banking agreement, by and among Miller
& Schroeder Financial, Inc. and the City; and
(e) agreement for legal services, by and among Jones,
Hall, Hill and White and the City (1990 Police Building and
Equipment Financing Project).
Section 2. The Purchase Agreement, between the
Underwriter and the City, relating to the purchase by the
Underwriter of the Certificate of Participation, be and is hereby
approved, and the Mayor, the City Manager or the Finance Director
is hereby authorized and directed to execute said document, with
such changes, insertions and omissions as may be approved by such
official, so long as the principal amount of the Certificates of
Participation does not exceed $3,000,000.00 and so long as the
Underwriter's discount does not exceed two percent (2.0 %).
Section 3. The City Council hereby approves the
Preliminary Official Statement describing the financing, in
substantially the for on file with the City Clerk, together with
any changes therein or additions thereto deemed advisable by the
Mayor, the City Manager or the Finance Director. The City Council
authorizes and directs the Finance Director, on behalf of the City,
to deem "final" pursuant to Rule 15c2 -12 under the Securities
Exchange Act of 1934 (the "Rule ") the Preliminary Official
Statement prior to its distribution by the Underwriter.
Section 4. The Mayor, the City Manager or the Finance
Director is authorized and directed to cause the Preliminary
Official Statement to be brought into the form of a final official
statement (the "Final Official Statement ") and to execute said
Final Official Statement, dated as of the date of the sale of the
Certificates of Participation, and a statement that the facts
contained in the Final Official Statement, and any supplement or
amendment thereto (which shall be deemed an original part thereof
for the purpose of such statement) were, at the time of sale of the
Certificates of Participation, true and correct in all material
respects and that the Final Official Statement did not, on the date
of sale of the Certificate of Participation, and does not, as of
the date of delivery of the Certificate of Participation, contain
any untrue statement of a material fact with respect to the City
or omit to state material facts with respect to the City required
to be stated where necessary to make any statement made therein not
misleading in light of the circumstances under which it was made.
The Mayor, the City Manager or the Finance Director shall take such
further actions prior to the signing of the Final Official
Statement as are deemed necessary or appropriate to verify the
accuracy thereof. The execution of the Final Official Statement,
which shall include such changes and additions thereto deemed
advisable by the Mayor, the City Manager or the Finance Director
and such information permitted to be excluded from the Preliminary
Official Statement pursuant to the Rule, shall be conclusive
evidence of the approval of the Final Official Statement by the
City.
Section 5. The Final Official Statement, when prepared,
is approved for distribution in connection with the offering and
sale of the Certificates of Participation.
Section 6. The Mayor, the City Manager, the Finance
Director, the City Clerk and all other appropriate officials of the
City are hereby authorized and directed to execute such other
agreements, documents and certificates as may be necessary to
effect the purposes of this resolution and the financing herein
authorized.
Section 7. This Resolution shall take effect upon its
adoption by this City Council.
I, the undersigned City Clerk of the
hereby certify that the foregoing is a full, and
copy of Resolution No. 11998 duly adopted by
of the City at a meeting thereof on the 7th day
by the following vote of the members thereof:
AYES:
City of Alameda,
true and correct
the City Council
of August, 1990,
Councilmembers Arnerich, Camicia,
and President Corica - 5.
NOES: None.
ABSENT: None.
Thomas, Withrow
Diane Felsch
Secretary