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Resolution 1016291 RESOLUTION NO. 10162 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALAMEDA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1983 -1984 AND THE ISSUANCE OF 1983 TAX AND REVENUE ANTICIPATION NOTES THEREFOR WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California, this City Council (the "Council ") has found and determined that the sum of Four Million Nine Hundred Thousand Dollars ($4,900,000) is needed for the requirements of the City of Alameda (the "City "), a municipal corporation duly organized and existing under the laws of the State of California, 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 Fiscal Year 1983 -1984; and WHEREAS, it appears, and the Council hereby finds and determines, that said sum of Four Million Nine Hundred Thousand Dollars ($4,900,000), when added to the interest payable thereon, does not exceed eighty -five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the City attributable to Fiscal Year 1983 -1984, and available for the payment of said notes and the interest thereon (as hereinafter provided); 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 set forth are true and correct, and the Council so finds and determines. SECTION 2. 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 1983 - 1984, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the aggregate principal sum of Four Million Nine Hundred Thousand Dollars ($4,900,000) by the issuance of temporary notes under Section 53850 et seq. of the Government Code of the State of California, designated "City of Alameda 1983 Tax and Revenue Anticipation Notes" (the "Notes "), to be numbered from 1 consecutively upward in order of issuance, to be in the denomination of $25,000, $50,000, $100,000, or $1,000,000, or any combination thereof, as specified by the successful purchasers thereof, to be dated October 1, 1983, to mature (without option of prior redemption) on September 30, 1984, and to bear interest, payable at maturity and computed on a 30 -day month /360 -day year basis, at the rate or rates determined at the time of sale thereof. Both the principal of and interest on the Notes shall be payable, only upon surrender thereof, in lawful money of the United States of America, at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, or at the principal office of BankAmerica Securities Services Company of New York, in New York, New York. SECTION 3. Fcrm of Notes. The Notes shall be issued without coupons and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. SECTION 4. 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 5. 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 the Fiscal Year 1983 -1984. As security for the payment of the principal of and interest on the Notes the City hereby pledges the first $2,500,000 "unrestricted moneys" (as hereinafter defined) received by the City in December of 1983 and the first such unrestricted moneys received by the City in April of 1984 in an amount equal to 52,400,000 plus all interest coming due on the Notes on September 30, 1984: provided, however, that should the City deposit with the Fiscal Agent in any such month moneys in excess of the amount required to be so deposited during such month, the City shall be required to deposit in any subsequent month no more than an amount which, together with all moneys theretofore so deposited, will be equal to the total amount pledged through such subsequent month as security for the Notes and the interest thereon (such pledged amounts 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 no 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, as hereinafter defined, of the full amount of the Pledged Revenues to be deposited in any month by the fifteenth 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 and which are generally available for the payment of current expenses and other obligations of the City. SECTION 6. Fiscal Agent. Bank of America National Trust and Savings Association is hereby appointed to act as the Fiscal Agent and depository of the City for the purpose of receiving the Pledged Revenues as defined in this Resolution, to hold, allocate, use and apply the Pledged Revenues and to perform such other duties and powers of the Fiscal Agent as are prescribed in this Resolution. 2 SECTION 7. Repayment Fund. All Pledged Revenues, as and when received, shall be deposited by the City with the Fiscal Agent and shall be held by the Fiscal Agent in a special fund designated "1983 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 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. From the date this Resolution takes effect, a.l Pledged Revenues shall, during the months in which received, be transferred to the Fiscal Agent for deposit in the Repayment Fund. On September 30, 1984, the moneys in the Repayment Fund shall be used, to the extent necessary, to pay the principal of and interest on 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 for deposit in its General Fund. SECTION 8. Deposit and Investment of Fund. All moneys held by the Fiscal Agent in the Repayment Fund, if not invested, shall be held in time or demand deposits of public funds (including the banking department of the Fiscal Agent) 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, to the greatest extent possible, shall be invested in investment securities either by the Finance Director of the City or by the Fiscal Agent as the Finance Director may direct, as permitted by the laws of the State of California as now in effect and as hereinafter amended, modified or supplemented from time to time, 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 Director of Finance of the City is hereby authorized to execute the Notes either by manual or facsimile signature, and the City Clerk of the City is hereby authorized to countersign the same by either manual or 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 cy 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 taken by 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. 3 SECTION 11. Arbitrage Covenant. This Council, as issuer of the Notes on behalf of the City, hereby covenants that it will make no use of the proceeds of the Notes which would cause the Notes to be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of 1954, as amended; and, to that end, so long as any of the Notes are outstanding, the issuer with respect to the proceeds of the Notes, and all officers having custody or control of such proceeds, shall comply with all requirements of said section and of the regulations of the United States Department of the Treasury thereunder, to the extent that such regulations are, at the time, applicable and in effect, so that the Notes will not be "arbitrage bonds." SECTION 12. Sale of Notes. All the Notes shall be offered for public sale on October 4, 1983, in accordance with the Notice Inviting Bids on the Notes, dated September 20, 1983, attached hereto as Exhibit B and by reference incorporated herein, and said Notice inviting Bids, in substantially the form presented to this meeting, is hereby approved with such additions, changes and corrections as Drexel Burnham Lambert Inc. may approve upon consultation with the Director of Finance. Drexel Burnham Lambert Inc. is hereby authorized in its discretion to distribute and publish copies of said Notice Inviting Bids in connection with the offering and sale of the Notes. SECTION 13. Publication of Notice of Sale. Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the City, has heretofore caused to be published once in The Wall Street Journal or The Bond Buyer no later than September 19, 1983, in accordance with Section 53692 of the Government Code of the State of California, the Notice of Sale, dated September 13, 1983, attached hereto as Exhibit C and by this reference incorporated herein. Said publication is hereby ratified, confirmed and approved. SECTION 14. Official Statement. The Official Statement relating to the Notes, dated September 20, 1983, in substantially the, form presented to this meeting, is hereby approved with such additions, changes and corrections as Drexel Burnham Lambert Inc. may approve upon consultation with the Director of Finance, and said financing consultant firm is hereby authorized to distribute copies of said Official Statement in connection with the offering and sale of the Notes. PASSED AND ADOPTED by the City Council of the City of Alameda, California, this 20th day of September, 1983, by the following vote: AYES: Councilmembers Hanna, Lucas, Monsef and President Diament - 4. NOES: None. ABSENT: Councilmember Gorman - (S E A L) Attest: EXHIBIT A CITY OF ALAMEDA, CALIFORNIA 1983 TAX AND REVENUE ANTICIPATION NOTE No. Date: October 1, 1983 FOR VALUE RECEIVED, the City of Alameda (the "City "), State of California, acknowledges itself indebted to and promises to pay to the bearer hereof, at the principal office of Bank of America National Trust and Savings Association in San Francisco, California, or at the principal office of BankAmerica Securities Services Company of New York, in New York, New York, the principal sum of DOLLARS ($ in lawful money of the United States of America, on September 30, 1984, together with interest thereon at the rate of % per annum in like lawful money from the date hereof until payment in full of said principal sum. Both the principal of and interest on this Note shall be payable only upon surrender of this Note as the same shall fall due; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails properly to present this Note for payment. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Four Million Nine Hundred Thousand Dollars ($4,900,000), all of like tenor, issued pursuant to the provisions of Resolution No. of the City Council of the City duly passed and adopted on September 20, 1983, 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 prescribed 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 Repayment Fund of the City for the Fiscal Year 1982 -1983. As security for the payment of the principal of and interest on the Notes the City has pledged (a) the first $2,500,000 of "unrestricted moneys ", as hereinafter defined, to be received in December, 1983 and (b) the first $2,400,000, together with any additional amount required to pay the interest on the Notes, of unrestricted moneys to be received in April, 1984 (such pledged amounts being hereinafter called the "Pledged Revenues "); and 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, and to the extent not so paid shall be 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 and which are generally available for the payment of current expenses and other obligations of the City. IN WITNESS WHEREOF, the City of Alameda has caused this Note to be executed by the Director of Finance 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 first day of October, 1983. (S E A L) CITY OF ALAMEDA By Director of Finance Countersigned: City Clerk EXHIBIT B NOTICE INVITING BIDS ON $4,900,000 1983 TAX AND REVENUE ANTICIPATION NOTES CITY OF ALAMEDA, CALIFORNIA NOTICE IS HEREBY GIVEN that sealed proposals for the purchase of $4,900,000 par value negotiable 1983 Tax and Revenue Anticipation Notes of the City of Alameda, California, will be received by the City Council of said City at the place and up to the time below specified. TIME: 10:00 a.m., local time, October 4, 1983 PLACE: City Council of the City of Alameda c/o Jones Hall Hill & White, A Professional Law Corporation Four Embarcadero Center, Suite 1950 San Francisco, California 94111 MAILED BIDS: Addressed to the City Council of the City of Alameda at the above address. NUMBER OF BIDS: Bidders may submit more than one bid. ISSUE: $4,900,000 designated "City of Alameda 1983 Tax and Revenue Anticipation Notes," numbered 1 consecutively upward, in denominations of $25,000, $50,000, $100,000 or $1,000,000, or any combination thereof, as specified by the successful bidder or bidders, dated October 1, 1983. MATURITY: The Notes will all mature on September 30, 1984. INTEREST: The Notes will bear interest at a rate or rates to be fixed upon the sale thereof but not to exceed twelve percent (12 %) per annum, payable at maturity. Interest shall be computed on a 30 -day month /360 -day year basis. PAYMENT: Said Notes and the interest thereon are payable in lawful money of the United States of America at the oincipal office of Bank of America National Tr;st and Savings Association, in San Francisco, California, or BankAmerica Securities Services Company of New York, in New York, New York. FORM OF NOTES: The Notes will be issued in negotiable form, payable to bearer, without coupons, and will be nonregistrable. REDEMPTION: The Notes are not subject to call or redemption prior to maturity. PURPOSE OF ISSUE: The proceeds of the Notes will be used for current general obligation expenditures, including current expenses, capital expenditures, and the discharge of any obligation or indebtedness of the City. SECURITY: The Notes are issued pursuant to Article 7.6, Chapter 4, Part 1, Division 2, Title 5 (commencing with Section 53850 of the Government Code of the State of California). The Notes, in accordance with California law, are general obligations of the City but are payable only out of the taxes, income, revenue, cash receipts and other moneys of the City attributable to the fiscal year 1983/1984 and legally available for payment thereof. The ability of the City to levy ad valorem property taxes was substantially limited in 1978 by Proposition 13 which amended the California Constitution. The Notes are secured by the City's pledge of the first $2,500,000 of "unrestricted moneys" (as hereinafter defined) received by the City in December of 1983, and the first such unrestricted moneys received by the City in April of 1984 in an amount equal to $2,400,000 plus all interest coming due on the Notes on September 30, 1984; provided, however, that should the City deposit with the Fiscal Agent in any such money moneys in excess of the amount required to be so deposited during such month, the City shall be required to deposit in any subsequent month no more than an amount which, together with all moneys theretofore so deposited, will be equal to the total amount pledged through such subsequent month as security for the Notes and the interest thereon, to be received as security for the Notes and the interest thereon. In furtherance of this pledge, the City has appointed Bank of America National Trust and Savings Association, San Francisco, California, as Fiscal Agent. The Resolution authorizing the issuance of the Notes requires said pledged moneys to be transferred monthly to the Fiscal Agent to be held in a special fund until September 30, 1984, at which time said pledged moneys will be used to repay the Notes. TERMS OF SALE INTEREST RATE: The maximum rate may not exceed twelve percent (12 %) per annum, payable at maturity. Each rate bid must be a multiple of 1/100. No Note shall bear more than one interest rate. Bidders may submit more than one bid. Each Note must bear interest at the rate specified in the bid from its date of issuance to its fixed maturity date. AWARD: Bids may be for all or any part of the Notes. The Notes will be awarded on the basis of the lowest net interest cost. The interest cost of each bid will be determined by deducting the amount of premium specified (if any) from the total amount of interest which the City would be required to pay from the date of the Notes to their maturity date at the interest rate or rates specified in the bid. No bid for less than $100,000 principal amount of Notes will be entertained. The City Council reserves the right to award to any bidder all or any part of the Notes which such bidder offers to purchase in his proposal, upon the basis of his proposal. If only a part of the Notes or bid for in a proposal is awarded by the City Council, any premium specified in such proposal shall be prorated. In the event two or more bids setting forth identical interest rates and premium per dollar amount, if any, and aggregate a principal amount in excess of the principal amount of unawarded Notes are received, the City Council reserves the right to exercise its own discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the City shall determine. Each successful bidder must pay interest accrued on the Notes from their date to the date of delivery, computed on a 30 -day month /360 -day year basis. RIGHT OF REJECTION: The City Council reserves the right, in its discretion, to reject any and all bids and to the extent not prohibited by law to waive any irregularity or informality in any bid. PROMPT AWARD: The City Council will take action awarding the Notes or rejecting all bids not later than twenty -six (26) hours after the time herein prescribed for the receipt of proposals; provided that the award may made after the expiration of the specified time if the bidder shall not have given to the City Council notice in writing of the withdrawal of such proposal. PLACE OF DELIVERY; FUNDS FOR PAYMENT; PRINTING: Delivery of said Notes will be made to the successful bidder or bidders in San Francisco, California, or Los Angeles, California, as specified by such bidder or bidders. Payment for the Notes shall be made in Federal Reserve Bank funds or other immediately available funds. The cost of printing the Notes shall be borne by the City. PROMPT DELIVERY, CANCELLATION FOR LATE DELIVERY: It is expected that said Notes will be delivered to the successful bidder or bidders on or about October 18, 1983. The City reserves the right to deliver the Notes in temporary form exchangeable within seven days for definitive Notes, at no cost to the successful bidder or bidders. Any successful bidder shall have the right, at its option, to cancel the contract of purchase if the City shall fail to execute the Notes and tender them for delivery within 30 days from the date herein fixed for the receipt of bids. FORM OF BID: No bid may be for less than the par value of the Notes bid upon, plus accrued interest to the date of delivery. No discount will be permitted. Each bid must be in a sealed envelope, addressed to the City Council of the City of Alameda, with the envelope clearly marked "Proposal for City of Alameda 1983 Tax and Revenue Anticipation Notes." Each bid must be in accordance with the terms and conditions set forth herein and must be submitted on, or in substantial accordance with, proposal forms provided by the City. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company in the amount of one percent of the principal amount of the Notes bid, payable to the order of the Director of Finance of the City of Alameda, must accompany each proposal as a guaranty that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal shall be returned to the successful bidder upon receipt of the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by an act or omission of the City, it shall then be cashed. and the proceeds retained by the Director of Finance. The check accompanying each unaccepted proposal will be returned promptly. If only a part of the Notes bid for in a proposal is awarded by the City Council the amount of the bid check, will be prorated and the bidder may substitute a check for the prorated amount in place of the bid check accompanying the proposal. No interest will be paid by the City on a bidder's good faith check. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw the proposal if the interest received by private holders from notes of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of this Notice. CLOSING PAPERS; LEGAL OPINION: Each proposal will be understood to be conditioned upon the City furnishing to each successful bidder, without charge, concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of such delivery: (a) The opinion of Jones Hall Hill & White, A Professional Law Corporation, of San Francisco, California, Bond Counsel, approving the validity of the Notes and stating that interest on the Notes is exempt from income taxes of the United States of America under present federal income tax laws, and that such interest is also exempt from personal income taxes of the State of California under present State income tax laws. A copy of said opinion, certified by an officer of the City by facsimile signature, will be printed on the back of each Note. No charge will be made to the purchaser for such printing or certification. (b) The certificate of the City that on the basis of the facts and estimates and circumstances in existence on the date of delivery, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage bonds. (c) The certificate of any appropriate City official acting on behalf of the City solely in his official and not his personal capacity, that there is no litigation threatened or pending affecting the validity of the Notes. (d) The Certificate of any appropriate City official, acting on behalf of the City .olely in his official, and not his personal capacity, that as of the date of the Official Statement of the City pertaining to the Notes and at all times subsequent thereto up to and including the ti, e of delivery of the Notes to the initial purchaser thereof the Official Statement together with any amendments thereto did not contain any untrue statement of a material B -4 fact or omit to state a material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading. (e) The certificate of City officials, showing that they have signed the Notes, whether by facsimile or manual signature, and that they are respectively duly authorized to execute the same. (f) The receipt of the Director of Finance of the City of Alameda showing that the purchase price of the Notes, including interest accrued to the day of delivery thereof, has been received by him. INFORMATION AVAILABLE: Requests for information concerning the City should be addressed to: Mr. Ray Nobriga Director of Finance City of Alameda, City Hall Alameda CA 94501 (415) 522 -4100 or Mr. Mark J. Adler Drexel Burnham Lambert Incorporated 60 Broad Street New York NY 10004 (800) 221 -9962 The City will provide each successful bidder such number of printed copies of the Official Statement for this issue as such bidder may request. Up to 100 copies of the Official Statement wi l l be furnished without cost, on a pro rata basis depending on the principal amount of Notes awarded to such bidder, and any additional copies will be furnished at the expense of the bidder. Given by order of the City Council of the City of Alameda, California, adopted September 20, 1983. E. DEEN SPEEGLE City Clerk City of Alameda EXHIBIT C NOTICE OF SALE CITY OF ALAMEDA 1983 TAX AND REVENUE ANTICIPATION NOTES NOTICE IS HEREBY GIVEN that the City Council of the City of Alameda (the "City E), State of California, intends to offer for public sale on October 4, 1983, at the hour of 10:00 o'clock A.N1., local time, at the offices of Jones Hall Hill White, A Professional Law Corporation, Four Embarcadero Center, Suite 1950, San Francisco, California 94111, not to exceed $4,900,000 principal amount of tax and revenue anticipation notes of the City designated "City of Alameda 1983 Tax and Revenue Anticipation Notes" (the "Notes "). NOTICE IS HEREBY FURTHER GIVEN that the Notes will be offered for public sale subject to the terms and conditions of the Notice Inviting Bids on the Notes, dated September 20, 1983, and copies of said Notice Inviting Bids and the Official Statement relating to the Notes will be furnished upon request mailed to the Director of Finance, City of Alameda, City Hall, Santa Clara at Oak Street, Room 210, Alameda, California 94501. Dated: September 13, 1983 E. DEEN SPEEGLE City Clerk of the City of Alameda State of California 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 20th of September, 1983, by the following vote to wit: AYES: Councilmembers Hanna, Lucas, Monsef and President Diament - 4. NOES: None. ABSENT: Councilmember Gorman - 1. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 21st day of September, 1983. City �ler of the City of Alameda