Resolution 12236RESOLUTION NO. 12236
A RESOLUTION APPROVING BOND PURCHASE AGREEMENT, OFFICIAL
STATEMENT AND RELATED DOCUMENTS AND AUTHORIZING ACTIONS
WITH RESPECT THERETO
CITY OF ALAMEDA
Harbor Bay Business Park Assessment District 921
RESOLVED by the City Council (the "Council ") of the City of Alameda (the "City "),
County of Alameda, State of California, that
WHEREAS, on this date, Grigsby Brandford & Co., Inc. (the "Underwriter ") has
presented to the Council, a form of offer (the "Bond Purchase Agreement ") for the purchase of not
to exceed $29,288,000 par value of Limited Obligation Improvement Bonds, City of Alameda, (-)
Harbor Bay Business Park Assessment District 92 -1 Series 1992 (the "Bonds ") to be issued by the
City in proceedings undertaken pursuant to Resolution No 12197, entitled "Resolution of
Intention to Make Acquisition and Improvements adopted by the Council on February 4, 1992
and a form of Preliminary Official Statement for the Bonds;
WHEREAS, a copy of the Bond Purchase Agreement and a copy of the Preliminary
Official Statement is on file in the office of the City Clerk of the Council and reference is hereby
made thereto for further particulars;
WHEREAS, the Council with the assistance of the City's staff and consultants, has
considered the Bond Purchase Agreement and the Preliminary Official Statement and finds them
acceptable subject to the conditions set forth in this resolution; and
WHEREAS, the public interest and convenience will be served by entering into the Bond
Purchase Agreement.
NOW THEREFORE, IT IS ORDERED as follows:
Section 1. The Bond Purchase Agreement is hereby approved and the City Manager or
the Finance Director of the City, or such other official of the City as may be designated by the
Council (the "Authorized Official "), is hereby authorized and directed to execute and deliver the
Bond Purchase Agreement, for and on behalf of the City, substantially in the form of the Bond
Purchase Agreement presented to the Council, with any changes, insertions and deletions as may
be approved by Authorized Official in consultation with the Underwriter and Jones Hall Hill &
White, A Professional Law Corporation, as bond counsel, with respect to these assessment
proceedings, such approval to be conclusively evidenced by the execution of the Bond Purchase
Agreement by Authorized Official.
Section 2. The foregoing approval is hereby expressly conditioned upon the
satisfaction of the following: (i) the total principal amount of the Bonds shall not exceed
$29,288,000; (ii) the interest cost of the Bonds shall not exceed eight and one half percent (8-
112 %) per annum; (iii) the Underwriter's discount for the Bonds shall not exceed two percent
(2 %) of the principal amount of the bonds and; (iv) the Authorized Official has determined that
there are no delinquent payments of any outstanding assessments.
Section 3. Upon execution of the Bond Purchase Agreement by the City, the Bonds
shall be printed, authenticated and delivered, all in accordance with the applicable terms of the
Bond Purchase Agreement and the Authorized Officia, the City Clerk and other responsible City
officials are hereby authorized and directed to take such actions as are required under the Bond
Purchase Agreement to complete all actions required to evidence the delivery of the bonds and the
receipt of the purchase price thereof from the Underwriter.
Section 4. The Council hereby approves the Preliminary Official Statement describing
the financing described herein, in substantially the form on file with the Authorized Official,
together with any changes therein or additions thereto deemed advisable by the Authorized Official.
The Council approves and authorizes the distribution by the Underwriter of the Preliminary Official
Statement to prospective purchasers of the Bonds, and authorizes and directs the Authorized
Official on behalf of the City to deem "final" pursuant to Rule 15c2 -12 under the Securities
Exchange Act of 1934 (the "Rule "), the Preliminary Official Statement prior to its distribution to
prospective purchasers of the Bonds. The execution of the final Official Statement, which shall
include such changes and additions thereto deemed advisable by the Authorized Official and such
information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule,
shall be conclusive evidence of the approval of the Preliminary Official Statement by the City.
Section 5. The form of Escrow Deposit and Trust Agreement by and between the City
and Bank of America, NT & SA, as escrow agent for purposes of the redemption of outstanding
bonds, a copy of which is on file with the City Clerk, is hereby approved and the Authorized
Official is hereby directed to execute the Escrow Agreement on behalf of the City.
Section 6. All actions heretofore taken by the officers and agents of the City with
respect to the establishment of the assessment district 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, contracts, 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, contract, and other document
described in the documents herein approved.
Section 7. This resolution shall take effect from and after its adoption.
* * * * * * * * * * * *
PASSED AND ADOPTED this 21st day of April 1992, by
the following vote:
AYES:
NOES:
Councilmembers Arnerich, Camicia, Lucas, Roth
and President Withrow 5.
None.
ABSENT /ABSTAIN: None.
ATTEST:
2-