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Resolution 099561 7654C ORIG JHHW:CFA:dfd 12/13/82 RESOLUTION NO. 9956 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALAMEDA AUTHORIZING SALE OF $1,000,000 PRINCIPAL AMOUNT OF CITY OF ALAMEDA 1982 COMMERCIAL MORTGAGE REVENUE BONDS (HARBOR BAY ISLE ASSOCIATES PROJECT), APPROVING RELATED DOCUMENTS AND OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTION WHEREAS, the City of Alameda (the "City ") proposes to issue its City of Alameda 1982 Commercial Mortgage Revenue Bonds (Harbor Bay Isle Associates Project) (the "Bonds ") in the aggregate principal of $1,000,000, under and pursuant to an Indenture of Trust (the "Indenture") ) dated as of December 1, 1982, between the City and Crocker National Bank as trustee (the "Trustee "); and WHEREAS, the proceeds of the Bonds are to be loaned to Harbor Bay Isle Associates pursuant to a Loan Agreement (the "Loan Agreement ") dated as of December 1, 1982, between the City and Harbor Bay Isle Associates; and WHEREAS, Stone & Youngberg intends to submit an offer to purchase the Bonds; and WHEREAS, it is appropriate at this time for the City Council to authorize the sale of the Bonds and approve and authorize the execution of the Indenture, the Loan Agreement and other financing documents relating to the Bonds; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda, as follows: Section 1. Sale of Bonds. The Bonds are hereby authorized to be sold to Stone & Youngberg, pursuant to and in accordance with such terms as may be acceptable to the City Manager, who is hereby authorized and directed to approve an offer of Stone & Youngberg which is acceptable to Stone & Youngberg, the City Manager and Harbor Bay Isle Associates. Section 2. Indenture. The Indenture, in substantially the form presented to the City Council at this meeting together with any additions thereto or changes therein deemed necessary or advisable by Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the City, is hereby approved. The appropriate officers of the City are hereby authorized and directed to execute said agreement for and in the name and on behalf of the City. Section 3. Loan Agreement. That certain agreement, entitled "Loan Agreement and dated as of December 1, 1982, by and between the City and Harbor Bay Isle Associates, in substantially the form presented to the City Counil at this meeting together with any additions thereto or changes therein deemed necessary or advisable by Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the City, is hereby approved. The appropriate officers of the City are hereby authorized and directed to execute said agreement for and in the name and on behalf of the City. Section 4. Official Statement. The Official Statement, dated December 21, 1982, in the form submitted to the City Council at this meeting by Stone & Youngberg, as underwriter, is hereby approved, together with any additions to or changes in the form of said Official Statement as said underwriter may deem necessary or advisable. Distribution heretofore by said underwriter of the Official Statement is hereby approved, confirmed and ratified. Section 5. Official Action. All actions heretofore taken by the officers and agents of the City with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Mayor, the City Clerk, the Finance Director, the City Manager 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 relating to the execution and delivery of any and all certificates, requisitions, 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. Section 6. Effective Date. This resolution shall take effect from and after its adoption. PASSED AND ADOPTED by the City Council of the City of Alameda, on December 21, 1982, by the following vote: AYES: Councilmen Diament, Gorman, Sherratt, and President Corica - 4. NOES: Councilman Stone - 1A ABSENT: None. Attest: