Resolution 12719RESOLUTION NO. 12719
CITY OF ALAMEDA
PROVIDING FOR: APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF
CERTAIN INSTALLMENT SALE FINANCING DOCUMENTS, APPROVING THE FORM
AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY 01-HCIAL STATEMENT, IN
CONNECTION WITH THE 01.1.tRING AND SALE OF CERTIFICATES OF PARTICTPATION
RELATING THERETO, APPROVING A PURCHASE AGREEMENT, APPOINTING SPECIAL
LEGAL COUNSEL AND DISCLOSURE COUNSEL AND AUTHORIZING AND DIRECTING
CERTAIN AC11ONS WITH RESPECT THERETO
WHEREAS, the City of Alameda, California (the "City"), working together with the
Alameda Sewer Improvement Financing Corporation, has heretofore caused Certificates of
Participation (1988 Sewer System Improvement Project) (the "1988 Certificates") to be
executed and delivered in the aggregate principal amount of 55,075,000, the proceeds of which
were used to finance the construction of certain improvements to the City's municipal sewer
system (the "1988 Project");
WHEREAS, the City, working together with the Alameda Public Improvement
Corporation (the "Corporation"), proposes to refinance the 1988 Project and, as a result
thereof, to permit the financing of additional improvements to the City's municipal sewer
system (the "1995 Project" and, with the 1988 Project, the "Project"), as more particularly
described in the hereinafter defined Installment Sale Agreement, and it is in the public interest
and for the public benefit that the City authorize and direct execution of the Installment Sale
Agreement and certain other financing documents in connection therewith;
WHEREAS, Prager, McCarthy & Sealy (the "Underwriter") has been directed to prepare
a preliminary official statement containing information material to the offering and sale of the
1995 Certificates described below (the "Preliminary Official Statement");
WHEREAS, the documents below specified have been filed with the City and the
members of the City Council, with the aid of its staff, have reviewed said documents; and
WHEREAS, it is desirable to appoint special legal counsel and disclosure counsel in
connection therewith;
NOW, THEREFORE, the City Council of the City of Alameda hereby finds, determines,
declares and resolves as follows:
Section 1. Certificates of Participation (1995 Sewer System Refinancing and Improvement
Project) (the "1995 Certificates") are hereby authorized to be executed and delivered pursuant
to the provisions of the Trust Agreement, as hereinafter defined; provided, however, that the
refinancing of the 1988 Project, together with the replacement of the funded reserve fund with a
reserve fund surety bond, produces debt service savings and released reserve fund moneys
sufficient to generate at least $700,000 for the purpose of financing the 1995 Project
Section 2. The below-enumerated documents be and are hereby approved, and the
Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute
said documents, with such changes, insertions and omissions as may be approved by such
official, and the City Clerk is hereby authorized and directed to attest to such official's
signature:
(a) an acquisition agreement, relating to the 1988 Project, by and between the City, as
seller, and the Corporation, as purchaser;
(b) an installment sale agreement, relating to the Project, by and between the
Corporation, as seller, and the City, as purchaser (the "Installment Sale Agreement ");
(c) a trust agreement, by and among the Corporation, the City and First Trust of
California, National Association, as trustee (the "Trust Agreement "), relating to the financing,
and the execution and delivery of the 1995 Certificates;
(d) an escrow trust and deposit agreement, by and between the City and First Trust of
California, National Association, as trustee for the 1988 Certificates and as escrow bank,
pursuant to which the 1988 Certificates will be defeased;
(e) a guaranty agreement, by and between AMBAC Indemnity Corporation ( "AMBAC ")
and the City, relating to a reserve fund surety bond to be issued by AMBAC which shall
substitute for a cash funded reserve fund for the Certificates; and
(f) a purchase agreement, by and between the Underwriter and the City, relating to the
purchase by the Underwriter of the 1995 Certificates, so long as the Underwriter's discount
does not exceed 1.25% of the principal amount of the 1995 Certificates, exclusive of any
original issue discount which does not represent compensation to the Underwriter.
Section 3. The City Council hereby approves the Preliminary Official Statement
describing the financing, in substantially the form on file with the City Clerk, together with any
changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the
Finance Director. The City Council authorizes and directs the City Manager, 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 by the Underwriter.
Section 4. The Mayor, the City Manager or the Finance Director 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 1995 Certificates, 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 1995 Certificates, true and correct in all material respects and that the Final Official
Statement did not, on the date of sale of the 1995 Certificates, and does not, as of the date of
delivery of the 1995 Certificates, 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 light of the circumstances
under which it was made.` The Mayor, the City Manager or the Finance Director 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. The execution of the Final Official Statement, which
shall include such changes and additions thereto deemed advisable by the Mayor, the City
Manager or the Finance Director 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 Final Official Statement by the City.
Section 5. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the 1995 Certificates.
Section 6. 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 the offering and sale of the 1995 Certificates.
Section 7. That certain Agreement for Legal Services by and between the City and Jones
Hall for special legal counsel services in connection with the offering and sale of the 1995
Certificates, a copy of which is on file with the City Clerk, is hereby approved. 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.
Section 8. The law firm of Nossaman Guthner Knox & Elliot, San Francisco, California
( "Nossaman"), is hereby appointed to act as disclosure counsel in connection with the offering
and sale of the 1995 Certificates.
Section 9. That certain Agreement for Legal Services by and between the City and
Nossaman for disclosure counsel services in connection with the offering and sale of the 1995
Certificates, a copy of which is on file with the City Clerk, is hereby approved. 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.
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 financing herein authorized.
Section 11. This Resolution shall take effect upon its adoption by this City Council.
* * * * * * * * * * * * * * *
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 fifth day
of December, 1995, by the following vote to wit:
AYES:
NOES:
ABSTAINED:
ABSENT:
Councilmembers Arnerich, DeWitt, Lucas, Mannix
and President Appezzato - 5.
None.
None.
None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City
this 6th day of December , 1995.
Di e B. Felsch, City Clerk
City of Alameda