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Resolution 12498CITY OF ALAMEDA RESOLUTION NO.12498 APPROVING FINAL FORM OF AGREEMENTS AND DOCUMENTS RELATING TO INSTALLMENT PURCHASE OF STREET IMPROVEMENTS FROM THE .ALAMEDA PUBLIC IMPROVEMENT CORPORATION WHEREAS, the City of Alameda (the "City ") has determined to undertake an accelerated program for the design, acquisition and construction of certain public street improvements (the "Street Facilities ") and the City wishes to finance such acquisition and construction from motor vehicle fuel tax revenues received by the City from the State of California; and WHEREAS, the Alameda Public Improvement Corporation (the "Corporation ") has been formed for the purpose of assisting the City in the financing of facilities and property useful to the City, and the City has requested the Corporation to assist it in financing the acquisition and construction of the Street Facilities; and WHEREAS, to that end, the Corporation has proposed to acquire and construct the Street Facilities and to sell the completed Street Facilities to the City pursuant to that certain Installment Sale Agreement dated as of April 1, 1994 (the "Installment Sale Agreement ") by and between the Corporation as seller and the City as purchaser, and for the purpose of obtaining the moneys required to finance the acquisition and construction of the Street Facilities by the Corporation in accordance with the terms of the Installment Sale Agreement, the Corporation further proposes to assign and transfer certain of its rights under the Installment Sale Agreement to Bank of America National Trust and Savings Association, as trustee (the "Trustee "), and in consideration of such assignment and the execution of the Trust Agreement dated as of April 1, 1994 ( the "Trust Agreement ") by and among the City, the Corporation and the Trustee, the Trustee has agreed to execute and deliver Certificates of Participation in the aggregate principal amount of not to exceed $4,000,000 (the "Certificates "), each evid4ncing a direct, undivided interest in the Installment Payments to be made by the City under and as defined in the Installment Sale Agreement; and WHEREAS, the City Council has previously adopted its resolution authorizing the execution and delivery of the Installment Sale Agreement and the Trust Agreement, and the execution and delivery of the Certificates, and the City Council wishes at this time to approve the final form of said agreements and various documents and matters relating thereto; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda as follows: Section I. Approval of Final Form of Documents. The City Council hereby approves the final form of the Installment Sale Agreement and the Trust Agreement, in substantially the respective forms on file with the City Clerk, together with any chr:,ges therein or additions thereto deemed advisable by the City Manager, whose execution thereof shall be conclusive evidence of approval of any such changes or additions. Section 2, Sale of Certificates. The City Council hereby approves the sale of the Certificates to Miller & Schroeder Financial, Inc. pursuant to the Purchase Agreement in substantially the form on file with the City Clerk together with any changes therein Or additions thereto deemed advisable by the Finance Director, whose execution thereof shall be conclusive evidence of such approval. The Finance Director is hereby authorized and directed for and in the name and on behalf of the City to execute the final form of the Purchase Agreement. The Certificates shall be substantially as described in the form of Official Statement on file with the City Clerk and hereinafter approved. The purchase price to be paid for the Certificates by the Underwriter shall be at least ninety -seven percent (97 %) of the par value thereof, and the net effective rate of interest represented by the Certificates shall not exceed six and one -half percent (6 -1/2%) per annum. Section 3. Official Statement. The City Council hereby approves, and hereby deems nearly final within the meaning of Rule 14c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Certificates in substantially the form submitted by the Underwriter and on file with the City Clerk. The City Manager is hereby authorized, at the request of the Underwriter, to execute an appropriate certificate stating the City Council's determination that the preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. The City Manager is hereby authorized and directed to approve any changes in or additions to the preliminary Official Statement and to a final form of said Official Statement, and the execution thereof by the City Manager shall be conclusive evidence of approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed in the name and on behalf of the City by the City Manager. Section 4. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other officers of the City are each authorized and directed in the name and on behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices, consents. instruments of conveyance, warrants and other documents, including but not limited to agreements for the engagement with the special counsel and financial advisor referred to herein, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 4. Effective Date. This resolution shall take effect from and after the date of approval and adoption thereof. * * * * * * * * * * ** 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 day of February , 1994, by the following vote to wit: AYES: Councilmembers Appezzato, Arnerich, Lucas, Roth and President Withrow - 5. NOES: None . ABSENT: None. ABS I`ENTIONS: None . IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 16th day of February , 1994. gilet ane B. Felsch, City Clerk City of Alameda