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Resolution 11392CITY OF ALAMEDA RESOLUTION NO. 11392 A RESOLUTION APPOINTING SPECIAL LEGAL COUNSEL APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF AN AGREEMENT FOR LEGAL SERVICES, APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, APPROVING A PURCHASE AGREEMENT AND A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City Council of the City of Alameda (the "City "): WHEREAS, the City, working together with the Alameda Sewer Improvement Financing Corporation (the "Corporation "), is proposing to proceed with an installment sale financing of certain public improvements; and WHEREAS, in connection therewith, the City proposes to finance the construction of improvements to its municipal sewer system (the "Project ") and it is in the public interest and for the public benefit that the City authorize and direct execution of an installment sale agreement and certain other financing documents in connection therewith; and WHEREAS, it is desirable to appoint special legal counsel in connection therewith; and WHEREAS, pursuant to the City's authorization, Miller & Schroeder Financial, Inc. (the "Underwriter "), has prepared and presented to the City a form of preliminary official statement containing information material to the offering and sale of the Certificates of Participation described below (the "Preliminary Official Statement "); and WHEREAS, the documents specified below have been filed with the City, and the members of the City Council, with the aid of the City staff, have reviewed said documents; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The law firm of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California ("Jones Hall ") is hereby appointed to act as special legal counsel in connection with said financing proceedings. Section 2. That certain Agreement for Legal Services by and between the City and Jones Hall for special legal services in connection with said financing proceedings, a copy of which is on file with the City Clerk, is hereby authorized. The Mayor, the City Manager or the Finance Director is hereby authorized and directed in the name and on behalf of the City to execute said Agreement and the City Clerk is hereby authorized and directed to attest to such official's signature. Section 3. The below - enumerated documents be and are hereby approved, and the Mayor, City Manager and the Finance Director are hereby separately authorized and directed to execute and deliver said documents for and in the name and on behalf of the City, substantially in the form presented to the City Council at this meeting, together with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such documents by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature: (a) an installment sale agreement relating to the financing of the Project, between the Corporation, as seller, and the City, as purchaser (the "Installment Sale Agreement "), so long as the stated term of the Installment Sale Agreement does not exceed thirty (30) years, so long as the principal amount of the Installment Sale Agreement does not exceed $5,300,000 and so long as the gross installment payments payable by the City under the Installment Sale Agreement does not exceed $465,000 in any year beginning on March 2 and ending on the succeeding March 1; and (b) a trust agreement, by and among the City, the Corporation and Security Pacific National Bank, San Francisco, California, as trustee (the "Trustee ") (the "Trust Agreement "), relating to the financing and the execution and delivery of certificates of participation evidencing undivided fractional interests of the owners thereof in installment payments to be made by the City under the Installment Sale Agreement (the "Certificates of Participation "). Section 4. A purchase agreement by and among the Underwriter, the City and the Corporation relating to the purchase by the Underwriter of the Certificates of Participation, be and is hereby approved, and the Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager is hereby authorized and directed to execute and deliver said agreement, for and in the name and on behalf of the City, substantially in the form presented to the City Council at this meeting with such changes, insertions and omissions as may be approved by such official, such approval to be conclusively evidenced by the execution of such document by such official; provided that in no event shall the principal amount of the Certificates of Participation exceed $5,300,000, shall the gross installment payments payable by the City under the Installment Sale Agreement exceed $465,000 in any year beginning on March 2 and ending on the succeeding March 1 or shall the Underwriter's discount with respect to the Certificates exceed 3 %. Section 5. To the best of the City's knowledge, information and belief, the Preliminary Official Statement contains no untrue statement of a material fact with respect to the City or omits to state a material fact with respect to the City required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. -2- Section 6. The Preliminary Official Statement is approved for distribution in connection with the offering and sale of the Certificates of Participation. Section 7. The Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager is authorized to approve corrections and additions to the Preliminary Official Statement by supplement or amendment thereto, or otherwise as appropriate, provided that any such corrections or additions shall be necessary to cause the information contained therein to conform with facts material to the Certificates of Participation, or to the proceedings of the City or such corrections or additions are in form rather than in substance. Section 8. The Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager 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, for and in the name and on behalf of the City, 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 Certificates of Participation, and does not, as of the date of delivery of the Certificates 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 the light of the circumstances under which it was made. The Mayor, the City Manager, the Finance Director or any deputy or assistant of the City Manager designated by the City Manager 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. Section 9. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Certificates of Participation. Section 10. 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 installment sale financing herein authorized. Section 11. This Resolution shall take effect upon its adoption by this City Council. w I hereby certify that the foregoing resolution was duly adopted at a meeting of the City Council of the City of Alameda duly held on the 2nd day of February, 1988, by the following vote: AYES, and in favor of, Councilmembers: Haugner, Thomas and President Corica - 3® NOES, Councilmembers: None ABSENT, Councilmembers: Camicia and Monsef - 2 CITY OF ALAMEDA Mayor [S E A L]