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Resolution 13563CITY OF ALAMEDA RESOLUTION NO. 13563 AUTHORIZING AND DIRECTING THE SALE OF NOT TO EXCEED $10,600,000 AGGREGATE PRINCIPAL AMOUNT OF CITY OF ALAMEDA, CALlrORNIA GENERAL OBLIGATION BONDS, SERIES 2003, AND LEVYING AN AD VALOREM TAX WITH RESPECT THERETO; AUTHORIZING THE PUBLICATION OF OFFICIAL NOTICE OF SALE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AGREEMENT AND A PRELIMINARY OFFICIAL STATEMENT; AUTHORIZING EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; AUTHORIZING PAYMENT OF COSTS OF ISSUANCE; AND AUTHORIZING NECESSARY ACTIONS IN CONNECTION THEREWITH WHEREAS, the City of Alameda (the "City ") is a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California and its Charter (the "Charter "); and WHEREAS, the provisions of Article 1, Chapter 4, Division 4 of Title 4 (commencing with section 43600) of the California Government Code (the "Act") authorize local governments to issue general obligation bonds to finance the acquisition, construction and improvement of buildings for municipal uses, including without limitation public libraries upon full compliance therewith; and WHEREAS, on November 7, 2000, more than two- thirds of the qualified voters of the City authorized the issuance by the City of its general obligation bonds in an amount not to ex- ceed $10,600,000 to finance the acquisition and construction and/or improvement of a main °li - brary and two branch libraries within the City (the "General Obligation Bonds "); and WHEREAS, the City intends to issue a series of its general obligation bonds in an aggre- gate principal amount not to exceed $10,600,000 under and pursuant to the Act to finance the acquisition, construction and improvement of a main library and two branch libraries within the City; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda that: Section 1. Conditions Precedent. All conditions, things and acts required by law to exist, to happen and to be performed precedent to and in connection with the issuance of the City of Alameda, California General Obligation Bonds, Series 2003, exist, have happened and have been performed in due time, form and manner, in accordance with applicable law, and are now author - ized pursuant to the Charter and applicable law to incur indebtedness in the manner and form provided in this Resolution, as may be supplemented from time to time. Section 2. Issuance of Bonds. The City Council authorizes the issuance of the City of Alameda, California General Obligation Bonds, Series 2003, in an aggregate principal amount of not to exceed $10,600,000 (the "Bonds "), subject to the terms and conditions set forth in the Of- ficial Notice of Sale and Bid Form described below and to the following: S388532.2 (a) The Bonds shall not have a true interest cost in excess of seven percent (7 %). For purposes of this paragraph, true interest cost means that nominal annual interest rate which, when compounded semiannually and used to discount all payment of principal and interest payable on the Bonds to the dated date of such Bonds results in an amount equal to the principal amount of such Bonds plus the amount of any premium offered (disregarding for the purposes of the calculation the accrued interest to the date of delivery of the Bonds); (b) Costs incurred in connection with the issuance of the Bonds shall not exceed two percent (2 %) of the aggregate principal amount of the Bonds; (c) There shall be no original issue discount upon the purchase of the Bonds; Section 3. Form of Bonds. The form of the Bonds, in substantially the form attached as Exhibit A to the Paying Agent Agreement described below, is approved and adopted. The City Manager is authorized and directed to approve and to execute the Bonds by manual or facsimile signature; and the City Clerk is authorized and directed to attest, by manual or facsimile signa- ture and to cause the seal of the City to be reproduced or impressed on the Bonds with such changes, additions, amendments or modifications made in accordance with the provisions of Sec- tion 13 hereof. Section 4. Paying Agent Agreement. The form of Paying Agent Agreement (the "Paying Agent Agreement ") between the City and the paying agent named therein (the "Paying Agent ") in substantially the form filed with the City Clerk, is approved and adopted. The Finance Direc- tor is authorized and directed to execute, the City Manager is authorized and directed to approve and the City Clerk is authorized to attest to, the Paying Agent Agreement in substantially such form, with such changes, additions, amendments or modifications (including but not limited to changes, additions, amendments or modifications necessary to obtain ratings on the Bonds), which are approved by the Finance Director, in consultation with the City Attorney, in the inter- est of the City, such approval to be evidenced conclusively by said execution. The City agrees to comply with, or cause to be complied with, all covenants of the City set forth in the Paying Agent Agreement. Section 5. Tax Levy. For the purpose of paying the principal of and interest on the Bonds, the City at the time of fixing the general tax levy shall continue to fix, and in the manner provided for such general tax levy, levy and collect annually each year an ad valorem tax in an amount sufficient to pay the principal of and interest on the Bonds when due until all outstanding Bonds have been paid, or provision for their payment has been made in accordance with the Pay- ing Agent Agreement; provided, however, that if the City Council expects to sell any Bonds at such time that the principal of or interest on such Bonds will become due before the proceeds of a tax levied after such sale would be available to pay such principal or interest, the City, at the time of fixing the annual tax levy, may levy a tax in an amount sufficient to pay that portion of the principal of and interest on the Bonds which it expects will become due before the proceeds of the next succeeding tax levy will be available. Said tax shall be in addition to all other taxes levied for City purposes and shall be col- lected at the same time and in the same manner as other taxes of the City are collected. -2 S3RR532.2 Pursuant to this Resolution, the City pledges as security for the Bonds and the interest thereon, and the Treasurer is directed to transfer the proceeds of the aforementioned tax to the Paying Agent for deposit into the Debt Service Account established under the Paying Agent Agreement. Such fund or funds shall be kept separate and apart from all other funds. The Treasurer shall also transfer to the Paying Agent, as and when required under the Paying Agent Agreement, funds from the proceeds of the sale of the Bonds, any moneys received on account of any premium paid on such Bonds and interest accrued on such Bonds to the date of payment of the purchase price thereof So long as any of the Bonds are outstanding, moneys in said funds shall be used solely for the purpose of paying the principal of and interest on the Bonds as such principal and interest shall become due and payable; provided, however, that when all of the principal and interest on all of the Bonds has been paid, any balance of money then remaining in said funds shall be transferred by the Paying Agent to the City for deposit into the General Fund of the City. Section 6. Appointment of Depositories and Other Agents. The Finance Director is au- thorized and directed to appoint from time to time one or more depositories for the Bonds as she may deem desirable. The Finance Director is also authorized and directed to appoint from time to time one or more agents as she may deem necessary or desirable. To the extent permitted by applicable law, and under the supervision of the Finance Director, such agents pay serve as pay- ing agent, fiscal agent or registrar for the Bonds, or financial printer, or may assist the Finance Director in performing any or all of such functions and other duties as the Finance Director shall determine. The Finance Director may remove or replace agents appointed pursuant to this Sec- tion at any time. Section 7. Authorization of Sale and Award of Bid. The Finance Director is authorized and directed to establish a date, time and place to receive bids for the purchase of the Bonds as described in and subject to the terms and conditions of the Official Notice of Sale and Bid Form (described below). The Finance Director is authorized to receive bids for the purchase of the Bonds, and to award such Bonds to the bidder whose responsible bid for the Bonds results in the lowest true interest cost to the City, all in accordance with and determined by the procedures in the Official Notice of Sale, as executed and circulated by the City Clerk. Section 8. Form of Official Notice of Sale. The form of proposed Official Notice of Sale and Bid Form, in substantially the form filed with the City Clerk (the "Official Notice of Sale ") inviting bids for the Bonds, is approved and adopted with such changes, additions, amendments or modifications as may be made in accordance with the provisions of Section 13 hereof. The City Clerk is authorized and directed to cause said Official Notice of Sale to be published once, no later than 15 days prior to the sale date, in the Alameda Journal, a newspaper of general circu- lation and circulated within the boundaries of the City. Section 9. Notice of Intention. The City Clerk is authorized and directed to prepare and to cause to be published once in The Bond Buyer, a financial publication generally circulated throughout the State of California, a Notice of Intention describing the Bonds, no later than 15 days prior to the sale date. S388532.2 Section 10. Official Statement. The Finance Director is authorized and directed, in con- sultation with the City Attorney, to prepare a preliminary official statement for the Bonds author- ized by this Resolution. The form of proposed preliminary official statement (the "Preliminary Official Statement "), in substantially the form presented to this City Council, and filed with the City Clerk, is approved and adopted with such changes, additions, amendments or modifications as may be made in accordance with the provisions of Section 13 hereof The Finance Director is authorized to cause the distribution of 'a Preliminary Official Statement for the Bonds, deemed final by this City Council for purposes of Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended, and the City Manager and the Finance Director are each separately authorized to execute a certificate to that effect. The City Manager and the Finance Director are each sepa- rately authorized and directed to sign a final Official Statement for the Bonds. The Finance Di- rector is authorized and directed to cause to be printed and mailed to prospective bidders of the Bonds copies of the Preliminary Official Statement and the final Official Statement. Section 11_ Payment of Costs of Issuance. The Finance Director is authorized and di- rected to pay, or cause to be paid, on behalf of the City, the costs of issuance associated with the Bonds. Section 12. Sale and Award of Bonds. The Finance Director is authorized and directed to determine a date for the sale of the Bonds, to receive bids or to cause bids to be received by the Financial Advisor or bond counsel for the purchase of the Bonds, and to award the Bonds to the bidder whose responsible bid represents the lowest true interest cost to the City, all in accor- dance with the procedures described in the Official Notice of Sale, as executed and circulated by the City Clerk. Section 13. Modification to Documents. Any City official authorized by this Resolution to execute any document is further authorized, in consultation with the Finance Director and the City Attorney, to approve and make such changes, additions, amendments or modifications to the document or documents the official is authorized to execute as may be necessary or advisable (provided that such changes, additions, amendments or modifications shall not authorize an ag- gregate principal amount of Bonds in excess of $10,600,000). The approval of any change, addi- tion, amendment or modification to any of the aforementioned documents shall be evidenced conclusively by the execution and delivery of the document in question. Section 14. Ratification. All actions heretofore taken by the officials, employees and agents of the City with respect to the sale and issuance of the Bonds are approved, confirmed and ratified. Section 15. General Authority. The Mayor, the City Manager, the Finance Director, the City Clerk and any other officials of the City and their duly authorized deputies and agents are 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 and execute and deliver any and all certificates, agreements and other documents including, without limitation, a Continuing Disclosure Agreement and a Tax and Certificate as to Arbitrage, which they, or any of them, may deem necessary or advisable in 4 S388532.2 order to consummate the lawful issuance, sale and delivery of the Bonds, and to effectuate the purposes thereof and of the documents herein approved in accordance with this Resolution. 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 a regular meeting assembled on the 4th day of March, 2003, by the following vote to wit: AYES: Councilmembers Daysog, DeWitt, Kerr, Matarrese and Mayor Johnson - 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 5th day of March, 2003. Lara Weisiger, City t2lerk City of Alameda