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Resolution 12040RESOLUTION NO. 12040 A RESOLUTION APPROVING AND DIRECTING THE EXECUTION OF A BOND PURCHASE AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS CITY OF ALAMEDA Community Facilities District No. 2 (Paragon Gateway) RESOLVED, by the City Council (the "Council ") of the City of Alameda (the "City "), County of Alameda, State of California, that WHEREAS, this City Council has conducted proceedings under and pursuant to Chapter 16 of Title III of the Alameda Municipal Code (the "Act "), to form Community Facilities District No. 2 (Paragon Gateway) (the "CFD "), to authorize the levy of special taxes upon the land within the CFD, and to issue bonds secured by said special taxes the proceeds of which are to be used to finance certain facilities (the "Facilities "), all as described in the Resolutions entitled, "A Resolution of Formation of Community Facilities District, Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District and "A Resolution Determining the Necessity to Incur Bonded Indebtedness Within Community Facilities District and Submitting Proposition to the Qualified Electors of the District ", adopted this date; WHEREAS, pursuant to said resolutions, an election was held within the CFD on this date and the qualified electors approved the propositions of the incurrence of the bonded debt and the levy of the special tax by more than two - thirds of the votes cast at said special election; WHEREAS, this City Council has adopted this date its "Resolution Providing for the Issuance of Special Tax Bonds" in the aggregate principal amount of $1,615,000 and has therein provided covenants for their protection (the "Resolution of Issuance "); WHEREAS, there have been submitted to this City Council certain documents providing for the issuance of bonds of the City for the CFD and the use of the proceeds of those bonds to finance the Facilities and this City Council, with the aid of its staff, has reviewed said documents and found them to be in proper order; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of said bonds and the levy of said special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, IT IS HEREBY ORDERED as follows: Section I. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement (hereafter defined), special tax bonds of the City for the CFD designated as "City of Alameda Community Facilities District No. 2 (Paragon Gateway), Series 1990, Special Tax Bonds" (the "Bonds ") in an aggregate principal amount not to exceed $1,615,000 are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. Section 2. The proposed form of bond purchase agreement (the "BPA ") with respect to the Bonds between the City and Pacific Securities, Inc. (the "Underwriter "), in the form presented to this City Council at this meeting, is hereby approved. The Director of Finance is hereby authorized and directed to execute and deliver the BPA in substantially said form, with such additions thereto or changes therein as are approved by the Director of Finance upon consultation with Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 6 hereof (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $1,615,000, result in an initial true interest cost on the Bonds in excess of 9% per annum or result in an underwriter's discount in excess of 2% of the aggregate principal amount of the Bonds), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the BPA by the Director of Finance. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the BPA as finally executed. This City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the BPA will result in a lower overall cost. Section 3. The proposed form of official statement relating to the Bonds (the "Official Statement "), in the form presented to this meeting, is hereby approved. The Director of Finance is hereby authorized and directed, for and in the name and on behalf of the City, to execute the Official Statement in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Bond Counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Official Statement. The Underwriter is hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds and is directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary official statement relating to the Bonds is hereby approved and authorized. The Director of Finance is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and such preliminary official statement were deemed "final" as of their respective dates for purposes of Rule 15c2 -12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 4. The proposed form of acquisition agreement (the "Acquisition Agreement") between the City and Paragon Gateway Associates, Ltd., a California Limited Partnership, in the form presented to this City Council at this meeting, is hereby approved. The Director of Finance is hereby authorized and directed to execute and deliver said Acquisition Agreement in substantially said form, with such additions thereto or changes therein as are recommended or approved by the Director of Finance upon consultation with Bond Counsel (including such additions or changes therein as are necessary or advisable in accordance with Section 6 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of said Acquisition Agreement by the Director of Finance. Section 5. The Bonds, when executed, shall be delivered to the Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Director of Finance, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the 2 Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the purchase contract, upon payment of the purchase price therefor. Section 6. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the CFD and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. Section 7. This resolution shall take effect from and after its adoption. * * * * * * * * * * ** 3 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 regular meeting assembled on the twentieth day of November, 1990, by the following vote to wit: AYES: Councilmembers Arnerich, Camicia, Thomas, Withrow and President Corica - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this twenty-first day of November, 1990.