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Resolution 10963RESOLUTION NO. 10963 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALAMEDA PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1986 -1987 AND THE ISSUANCE OF TAX AND REVENUE ANTICIPATION NOTES THEREFOR, AND AUTHORIZING THE SALE OF NOTES TO A.R. ALTURA & COMPANY, INC. 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 not to exceed five million five hundred thousand dollars ($5,500,000) is needed for the requirements of the City of Alameda (the "City "), a charter city and 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, revenues and other moneys to be received by the City for the General Fund of the City during or allocable to Fiscal Year 1986 -1987; and WHEREAS, it appears, and the Council hereby finds and determines, that said sum of five million five hundred thousand dollars ($5,500,000), 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 1986 -1987, 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 herein 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 1986 -1987, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the aggregate principal sum of not to exceed five million five hundred thousand dollars ($5,500,000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State of California, designated "City of Alameda, California, 1986 Tax and Revenue Anticipation Notes" (the "Notes "), to be numbered from 1 consecutively upward in order of issuance, to be in minimum denominations of $25,000 or any integral multiple thereof, to be dated July 31, 1986 and to mature (without option of prior redemption) on June 30, 1987. The Notes shall bear interest, payable at maturity and computed on a 30 -day month /360 -day year basis, at the rate per annum set forth in the Note Purchase Agreement hereinafter approved by the City Council. 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 corporate trust office of The Bank of California National Association, San Francisco, California. Section 3. Form 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 1986 -1987. As security for the payment of the principal of and interest on the Notes the City hereby pledges (a) the first $2,750,000 of "unrestricted moneys" (as hereinafter defined) received by the City in December 1986 and (b) the first $2,750,000, together with any additional amount required to pay the interest on the Notes at maturity, of such unrestricted moneys received by the City in April 1987 (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 not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. If there are insufficient unrestricted moneys received by the City to permit the deposit into the Repayment Account, as hereinafter defined, 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 by an increased deposit in the next month (if any) in which Pledged Revenues are scheduled to be deposited, unless the deficiency occurs or exists in April 1987, in which event such 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. Paying Agent. The Bank of California National Association is hereby appointed to act as the Paying Agent and depository of the City for the purpose of receiving the payments of principal and interest made by the City on the Notes at maturity, to hold, allocate, use and apply said payments and to perform such other duties and powers of the Paying Agent as are prescribed in this Resolution. Section 7. Repayment Account. There is hereby created a special account to be held by the City Treasurer separate and distinct from all other City funds and accounts designated the "1986 Tax and Revenue Anticipation Note Repayment Account" (the "Repayment Account ") and applied as directed in this Resolution. Any money placed in the Repayment Account 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 Account shall be applied solely for the purposes for which the Repayment Account is created. 2 From the date this Resolution takes effect, all Pledged Revenues shall, during the months in which received, be deposited by the City in the Repayment Account. On June 30, 1987, the City shall pay to the Paying Agent the moneys in the Repayment Account to the extent necessary to pay the principal of and interest on the Notes at maturity and, to the extent said moneys are insufficient therefor, an amount of moneys from the General Fund which will enable the payment of the full principal of and interest on the Notes at maturity. Any moneys remaining in the Repayment Account after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the General Fund. Section 8. Deposit and Investment of Repayment Account. All moneys held by the City in the Repayment Account, if not invested, shall be held in time or demand deposits of public funds (including the banking department of the Paying 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 Account, to the greatest extent possible, shall be invested by the City Treasurer in investment securities as permitted by the laws of the State of California as now in effect and as hereafter amended, modified or supplemented from time to time, and the proceeds of any such investments shall be transferred to the General Fund monthly or at such other intervals as the City Treasurer shall deem appropriate. Section 9. Execution of Notes. The Finance Director 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 (provided that one of such signatures shall be manual) 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 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. 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." 3 Section 12. Sale of Notes. The Notes are hereby authorized to be sold to A.R. Altura & Company, Inc. (the "Purchaser ") pursuant to and in accordance with the Note Purchase Agreement between the City and the Purchaser in substantially the form on file with the City Clerk, together with any changes therein deemed advisable by the Finance Director or his designee prior to the execution thereof. Said form of Note Purchase Agreement is hereby approved and the Finance Director or his designee is hereby authorized and directed to approve the final form of said Note Purchase Agreement containing the definitive rate of interest to be borne by the Notes (which shall not exceed six percent (6 %) per annum) and the Purchaser's discount (which shall not exceed $6,500.00). The Finance Director or his designee and the City Clerk are hereby authorized and directed to execute and attest said final form of said Note Purchase Agreement for and in the name and on behalf of the City. Section 13. Official Statement. The final Official Statement relating to the Notes, in substantially the form presented to this meeting and on file with the City Clerk, is hereby approved with such additions, changes and corrections as the Finance Director or his designee may approve. The Purchaser is hereby authorized to distribute copies of said Official Statement (as so added to, changed or corrected) in connection with its reoffering and resale of the Notes. Distribution by the Purchaser of the preliminary Official Statement relating to the Notes is hereby authorized and approved. The Finance Director or his designee is hereby authorized and directed to execute the final form of said Official Statement for and in the name and on behalf of the City. Section 14. Preparation of Notes; Official Action. Jones Hall Hill & White, A Professional Law Corporation, as bond counsel to the City, is directed to cause suitable Notes to be prepared showing on their face that the same bear interest at the rate aforesaid, and to cause the blank spaces therein to be filled in to comply with the provisions of this Resolution in accordance with the Note Purchase Agreement, and to procure their execution by the proper officers, and to cause the Notes to be delivered when so executed to the purchaser or purchasers thereof upon the receipt of the purchase price by the Treasurer of the City, in accordance with the Note Purchase Agreement. The Mayor, the City Manager, the Finance Director, the Treasurer and the City Clerk, or any of them, are further authorized and directed to make, execute and deliver to the purchaser of the Notes (a) a certificate in the form customarily required by purchasers of bonds of public corporations generally, certifying to the genuineness and due execution of the Notes, (b) a receipt in similar form evidencing the payment of the purchase price of the Notes, which receipt shall be conclusive evidence that said purchase price of the Notes has been paid and has been received by the City and (c) a certificate attesting to the use of the proceeds of the Notes, the investment thereof, and any other matters relating to the tax exemption of the Notes pursuant to Section 103(c) of the Internal Revenue Code of 1954, as amended. Such officers and any other officers of the City are hereby authorized and directed to execute any and all other documents required to consummate the sale and delivery of the Notes. 4 PASSED AND ADOPTED by the City Council of the City of Alameda, California, this 1st day of July, 1986, by the following vote: AYES: NOES: ABSENT: (S E A L) Attest: City Clerk 5 Mayor EXHIBIT A CITY OF ALAMEDA, CALIFORNIA 1986 TAX AND REVENUE ANTICIPATION NOTE No. Dated: July 31, 1986 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 corporate trust office of The Bank of California National Association in San Francisco, California, the principal sum of TWENTY FIVE THOUSAND DOLLARS ($25,000) in lawful money of the United States of America, on June 30, 1987, 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 five million five hundred thousand dollars ($5,500,000), all of like tenor, issued pursuant to the provisions of Resolution No. of the City Council of the City duly passed and adopted on July 1, 1986, 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, revenues and other moneys which are received by the City for the Repayment Account of the City for the Fiscal Year 1986 -1987. As security for the payment of the principal of and interest on the Notes the City has pledged (a) the first $2,750,000 of "unrestricted moneys" (as hereinafter defined) received by the City in December 1986 and (b) the first $2,750,000, together with any additional amount required to pay the interest on the Notes at maturity, of such unrestricted moneys received by the City in April 1987 (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 not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. As used herein, the term "unrestricted" means the taxes, income, revenue, cash receipts and other moneys intended as Exhibit A Page 1 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 facsimile signature of the Finance Director of the City and countersigned by the City Clerk of the City, and caused its official seal to be reproduced hereon all as of this 31st day of July, 1986. (S E A L) Countersigned: City Clerk CITY OF ALAMEDA By Finance Director Exhibit A Page 2 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 15th of July, 1986, by the following vote to wit: AYES: Councilmembers Corica, Hanna, Lucas, Monsef and President Diament - 5. NOES: None. ABSENT: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 16th day of July, 1986.