Resolution 12640CITY OF ALAMEDA
RESOLUTION NO.12640
APPROVING LEASE AND LEASEBACK OF MUNICIPAL PROPERTY TO
PROVIDE FINANCING FOR CERTAIN PUBLIC IMPROVEMENTS TO BE
FUNDED FROM PROCEEDS OF CER'11FICA'1"ES OF PARTICIPATION IN
THE AGGREGA I1; PRINCIPAL AMOUNT OF NOT TO EXCEED
$11,545,000 ELEU:1 ING TO GUAR_AN l "hE PAYMENT IN ACCORDANCE
WITH SEC 1ION 37351.5 OF THE CALIFORNIA GOVERNMENT CODE,
AND APPROVING RELAI ED AGREEMENTS AND AC.1IONS
WHEREAS, the City of Alameda (the "City ") wishes to undertake the seismic renovation
and repair of its City Hall (the "Improvements "); 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 Improvements; and
WHEREAS, in order to provide the required financing, the Corporation has proposed to
acquire the existing City Hall (the "Property ") from the City pursuant to a Site Leasedated as
Mav 1, 1995, by and between the e City as lessor and the Corporation as lessee (the "Site
ease ") and to sublease the Property back to the City pursuant to a Lease Agreement dated as
City May 1, 1995, by and between the Corporation as sublessor and the ity as sublessee (the
Lease Agreement "); and
WHEREAS, in order to provide funds to enable the Corporation to complete the
Improvements the Corporation proposes to assign and transfer to The Bank of New York Trust
Company of California, as trustee (the "Trustee "), certain of its rights under the Lease
Agreement pursuant to the Assignment Agreement dated as of May 1, 1995; and in
consideration of such assignment and the execution of the Trust Agreement dated as of May 1,
1995, by and among the City, the Corporation and the Trustee (the "Trust Agreement "), the
Trustee has agreed to execute and deliver Certificates of Participation in the maximum principal
amount of not -to- exceed $11,545 , 000each evidencing a direct, undivided fractional interest in
the Lease Payments to be paid by the City under the Lease Agreement (the "Certificates "); and
WHEREAS, the documents specified below have been filed with the City and the City
Council, with the approval of its staff, have reviewed said documents;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda as
follows:
Section 1. Approval of Site Lease. The City Council hereby finds and determines that it
is in the best interests of the City and for the common benefit that the Property be leased
pursuant to the Site Lease as provided herein. The City Council hereby approves the lease of
the Property by the City to the Corporation pursuant to the Site Lease in substantially.the form
on file with the City Clerk together with any changes therein or additions thereto. deemed
advisable by the City Manager or Finance Director, and execution thereof by the City Manager
or Finance Director shall be conclusive evidence of his or her approval of any such changes or
additions. The City Council hereby authorizes and directs the City Manager or Finance Director
to execute, and the City Clerk to attest and affix the seal of the City to, said faun of the Site
Lease for and in the name of the City. The lease of the Property by the City to the Corporation
shall be upon the terms and conditions set forth in the Site Lease.
Section 2. Approval of Lease Agreement. The City Council hereby approves the
sublease of the Property by the City back from the Corporation pursuant to the Lease
Agreement in substantially the form on file with the City Clerk together with any changes therein
or additions thereto deemed advisable by the City Manager or Finance Director, and execution
thereof by the City Manager or Finance Director shall be conclusive evidence of his or her
approval of any such changes or additions. The City Council hereby authorizes and directs the
City Manager or Finance Director to execute, and the City Clerk to attest and affix the seal of
• the City to, said form of the Lease Agreement for and in the name of the City. The sublease of
the Property by the City back to the Corporation shall be upon the terms and conditions set
forth in the Lease Agreement.
In accordance with the provisions of section 37351.5 of the California Government
Code, the City hereby elects to guarantee payment under the Lease Agreement from moneys
credited to the Motor Vehicle License Fee Account in the Transportation Tax Fund to which the
City is entitled under Chapter 5 (commencing with section 11001) of Part 5 of Division 2 of the
California Revenue and Taxation Code. The City Manager or the Finance Director shall, prior
to execution of the Lease Agreement, provide notice to the State Controller of any such election,
which notice shall include a schedule for payments to be made by the City under the Lease
Agreement and shall identify the Trustee as the trustee selected by the City for the purposes of
such section. In the event that, for any reason, the funds otherwise available to the City will not
be sufficient to make any payment under the Lease Agreement at the time that payment is
required, the City Manager or the Finance Director shall so notify the Trustee which shall
immediately communicate that information to the affected owners of the Certificates of
Participation and to the State Controller.
Section 3. Approval of Trust Agreement. The City Council hereby approves the Trust
Agreement in substantially the form on file with the City Clerk together with any changes therein
or additions thereto deemed advisable by the City Manager or Finance Director, and execution
thereof by the City Manager or Finance Director shall be conclusive evidence of his or her
approval of any such changes or additions. The City Council hereby authorizes and directs the
City Manager or Finance Director to execute, and the City Clerk to attest and affix the seal of
the City to, said form of the Trust Agreement for and in the name of the City.
Section 4. Official Statement. Kelling, Northcross & Nobriga, Inc., as Financial Advisor
to the City and the Corporation, has caused to be prepared and has presented to .the City
Council a preliminary form of Official Statement describing the Certificates. The City Council
hereby approves such preliminary Official Statement, and hereby authorizes the City Manager
or Finance Director to deem such preliminary Official Statement final within the meaning of Rule
15c2 -12 of the Securities Exchange Act of 1934 except for permitted omissions. Distribution of
such preliminary Official Statement by the financial advisor to prospective bidders is hereby
ratified and approved. The City Manager or Finance Director is hereby authorized and directed
to approve any changes therein or additions thereto deemed advisable by the City Manager or
the Finance Director, and to execute the final form of the Official Statement in the name and on
behalf of the City. The City Council hereby authorizes the distribution of the final Official
Statement by the purchaser of the Certificates.
Section 5. Sale of Certificates. he City Council hereby approves the public sale of the
Certificates pursuant to the Official Notice of Sale in the form on file with the City Clerk. The
Finance Director or her designee is hereby authorized and directed to accept the best bid for the
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Certificates as determined in accordance with the Official Notice of Sale. The Finance Director,
the City Manager and all other officers of the City are hereby authorized and directed to take
such actions and execute and deliver such documents as they may deem advisable in connection
with the public sale of the Certificates.
Section 6. Appointment of Special Counsel. The fiuil of Jones Hall Hill & White, A
Professional Law Corporation, is hereby appointed as Special Counsel to the City in connection
with the Certificates and the Finance Director is authorized and directed to execute an
Agreement For Legal Services in the folnl on file with the City Clerk.
Section 7. Official Actions. The Mayor, the City Manager, the Finance Director, the City
Clerk and any and all other officers of the City are hereby.authorized and directed, for and in
the name and on behalf of the City, to do any and all things and take any and all actions,
including execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other documents, which
they, or any of them, may deem necessary or advisable in order to consummate any of the
transactions contemplated by the documents approved pursuant to this Resolution and in order
to consummate the sale and delivery of the Certificates. Whenever in this Resolution any officer
is authorized to take an action, such action may be taken by a designee of such officer in the
event of such officer's absence of unavailability.
Section 8. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
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
2nd day of May , 1995, by the following vote to wit:
AYES: Councilmembers Arnerich, DeWitt, Lucas, Mannix
and President Appezzato - 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of
said City this 3rd day of May , 1995.
Diane B. Felsch, City Clerk
City of Alameda