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Resolution 1211211002-47 JHHW:WHM:pch pch pch 05/20/91 05/24/91 05/28/91 CITY OF ALAMEDA RESOLUTION N0.121l2 PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR 1991-1992 AND THE ISSUANCE AND SALE OF 1991 TAX AND REVENUE ANTICIPATION NOTES THEREFOR M0621 WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of the State of California (the "State"), this City Council (the "Council") has found and determined that moneys are needed for the requirements of the City of Alameda (the "City"), a municipal corporation duly organized and existing under the laws of the State, to satisfy obligations payable from the General Fund of the City, and that it is necessary that said sum be borrowed for such purpose at this time by the issuance of temporary notes therefor in anticipation of the receipt of taxes, revenue and other moneys to be received by the City for the General Fund of the City during or allocable to the fiscal year of the City beginning July 1, 1991 and ending June 30, 1992 ("Fiscal Year 1991-1992"); NOW, THEREFORE, the City Council of the City of Alameda hereby finds, determines, declares and resolves as follows: Section 1. Recitals True and Correct. All of the recitals herein set forth are true and correct, and the Council so finds and determines. Section 2. Limitation on Maximum Amount. The principal amount of notes issued pursuant hereto, when added to the interest payable thereon, shall not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, revenue and other moneys of the City for the General Fund of the City attributable to Fiscal Year 1991- 1992, and available for the payment of said notes and the interest thereon (as hereinafter provided). Section 3. Issuance and Terms of Notes. Solely for the purpose of anticipating taxes, revenue and other moneys to be received by the City for the General Fund of the City during or allocable to Fiscal Year 1991-1992, and not pursuant to any common plan of financing, the City hereby determines to and shall borrow the principal amount of not to exceed Six Million Five Hundred Thousand Dollars ($6,500,000) by the issuance of temporary notes under Sections 53850 et seq. of the Government Code of the State, designated "City of Alameda (Alameda County, California) 1991 Tax and Revenue Anticipation Notes" (the "Notes"). The Notes shall be numbered from 1 consecutively upward in order of issuance, shall be dated and shall mature on the dates specified in the Official Notice of Sale, and shall bear interest, payable at maturity and computed on a 30- day month/360-day year basis, at the rate determined in accordance with the winning bid for the Purchase of the Notes to be presented by the successful bidder (the "Purchaser"). Both the principal of and interest on the Notes shall be payable in lawful money of the United States of America, as described below. Section 4. Form of Notes; Book Entrv Only Svstem. The Notes shall be issued in fully registered form, without coupons, and shall be substantially in the form and substance set forth in Exhibit A attached hereto and by reference incorporated herein, the blanks in said form to be filled in with appropriate words and figures. The Notes shall be numbered from 1 consecutively upward, shall be in the denomination of $1,000 each or any integral multiple thereof. "CUSIP" identification numbers shall be imprinted on the Notes, but such numbers shall not constitute a part of the contract evidenced by the Notes and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of and pay for the Notes. In addition, failure on the part of the City to use such CUSIP numbers in any notice to registered owners of the Notes shall not constitute an event of default or any violation of the City's contract with .such registered ownE)rs and shall not impair the effectiveness of any such notice. Except as provided below, the owner of all of the Notes shall be The Depository Trust Company, New York, New York ("DTC"), and the Notes shall be registered in the name of Cede & Co., as nominee for DTC. The Notes shall be initially executed and delivered in the form of a single fully registered Note in the full aggregate principal amount of the Notes. The City may treat DTC (or its nominee) as the sole and exclusive owner of the Notes registered in its name for all purposes of this Resolution, and the City shall not be affected by any notice to the contrary. The City shall not have any responsibility or obligation to any participant of DTC (a "Participant"), any person claiming a beneficial ownership interest in the Notes under or through DTC or a Participant, or any other person which is not shown on the register of the City as being an owner, with respect to the accuracy of any records maintained by DTC or any Participant or the payment by DTC or any Participant by DTC or any Participant of any amount in respect of the principal or interest with respect to the Notes. The City shall pay all principal and interest with respect to the Notes only to DTC, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the principal and interest with respect to the Notes to the extent of the sum or sums so paid. Except under the conditions noted below, no person other than DTC shall receive a Note. Upon delivery by DTC to the City of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the term "Cede & Co." in this Resolution shall refer to such new nominee of DTC. If the City determines that it is in the best interest of the beneficial owners that they be able to obtain Notes and delivers a ,written certificate to DTC to that effect, DTC shall notify the Participants of the availability through DTC of Notes. In such event, the City shall issue, transfer and exchange Notes as requested by DTC and any other owners in appropriate amounts. DTC may determine to discontinue providing its services with respect to the Notes at any time by giving notice to the City and discharging. its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City shall be obligated to deliver Notes as described in this Resolution. Whenever DTC requests the City to do so, the City will cooperate with DTC in taking appropriate action after reasonable notice to (a) make available one or more separate Notes evidencing the Notes to any DTC Participant having Notes credited to its DTC account or (b) arrange for another securities depository to maintain custody of Certificates evidencing the Notes. Notwithstanding any other provision of this Resolution to the contrary, so long as any Note is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal and interest with respect to such Note and all notices with respect to such Note shall be made and given, respectively, to DTC as provided as in the representation letter delivered on the date of issuance of the Notes. Section 5. Use of Proceeds. The moneys so borrowed shall be deposited in the General Fund of the City and used and expended by the City for any purpose for which it is authorized to expend funds from the General Fund of the City. Section 6. Security. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1991-1992. As security for the -2- payment of the principal of and interest on the Notes the City hereby covenants to provide for the Repayment Fund described below (a) an amount equal to twenty-five percent (25%) of the aggregate principal amount of the Notes, from "unrestricted moneys", as hereinafter defined, to be received in December, 1991, (b) an amount equal to twenty-five percent (25%) of the aggregate principal amount of the Notes, from unrestricted moneys to be received in February, 1992, (c) an amount equal to fifty percent (50%) of the aggregate principal amount of the Notes, from unrestricted moneys to be received in April, 1992, and (d) an amount equal to all interest due on the Notes at maturity, from unrestricted moneys to be received in May, 1992 (all such pledged amounts described in clauses (a) through (d) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues. To the extent not so paid from the Pledged Revenues, the Notes shall be paid from any other moneys of the City lawfully available therefor. In the event that there are insufficient unrestricted moneys received by the City to permit the deposit into the Repayment Fund of the full amount of the Pledged Revenues to be deposited in any month by the last business day of such month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the City lawfully available for the repayment of the Notes and interest thereon. The term "unrestricted moneys" shall mean taxes, income, revenue, cash receipts, and other moneys intended as receipts for the General Fund of the City for Fiscal Year 1991-1992 and which are generally available for the payment of current expenses and other obligations of the City. Section 7. Repayment Fund. There is hereby created a special fund to be held by the City designated the "1991 Tax and Revenue Anticipation Note Repayment Fund" (the "Repayment Fund") and applied as directed in this Resolution. Any money placed in the Repayment Fund shall be for the benefit of the holders of the Notes, and until the Notes and all interest thereon are paid or until provision has been made for the payment of the Notes at maturity with interest to maturity, the moneys in the Repayment Fund shall be applied solely for the purposes for which the Repayment Fund is created. During or prior to the months of December, 1991, February, 1992, April, 1992 and May, 1992, the City shall deposit all Pledged Revenues in the Repayment Fund. On the date of final maturity of the Notes, the moneys in the Repayment Fund, to the extent necessary to pay the principal of and interest on the Notes at maturity, shall be transferred by the City to DTC the moneys in the Repayment Fund necessary to pay the principal of and interest on the Notes at maturity. To the extent said moneys are insufficient therefor, an amount of moneys from the City's General Fund which will enable payment of the full principal of and interest on the Notes at maturity shall be transferred, or caused to be transferred, by the City to the DTC. DTC will thereupon make payments of and interest on the Notes to the DTC Participants who will thereupon make payments of principal and interest to the beneficial owners of the Notes. Any moneys remaining in the Repayment Fund after the Notes and the interest thereon have been paid, or provision for such payment has been made, shall be transferred to the City. Section 8. Deposit and Investment of Fund. All moneys held by the City in the Repayment Fund, if not invested, shall be held in time or demand deposits as, public funds and shall be secured at all times by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to the amount required by law. Moneys in the Repayment Fund shall, to the greatest extent possible, be invested by the City directly, or through an investment agreement, in investments as permitted by the laws of the State as now in effect and as hereafter amended, and the proceeds of any such investments shall be deposited in the Repayment Fund and shall be part of the Pledged Revenues. Section 9. Execution of Notes. The City Manager of the City, Finance Director and any authorized designee of the City are hereby separately authorized to execute the Notes by manual signature, and the City Clerk of the City is hereby authorized to countersign the same by facsimile signature and to affix the seal of the City thereto either manually or by facsimile impression thereof, and said officers are hereby authorized to cause the blank spaces thereof to be filled in as may be appropriate. Section 10. Covenants and Warranties. It is hereby covenanted and warranted by the City that all representations and recitals contained in this Resolution are true and correct, and that the City and its appropriate officials have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for the prompt collection and enforcement of the taxes, revenue, cash receipts and other moneys pledged hereunder in accordance with law and for carrying out the provisions of this Resolution. Section 11. Transfer of Notes. Any Note may, in accordance with its terms, but only if the City determines to no longer maintain the book entry only status of the Notes, DTC determines to discontinue providing such services and no successor securities depository is named or DTC requests the City to deliver Note certificates to particular DTC Participants, be transferred, upon the books required to be kept pursuant to the provisions of Section 13 hereof, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation at the office of the City, accompanied by delivery of a written instrument of transfer in a form approved by the City, duly executed. Whenever any Note or Notes shall be surrendered for transfer, the City shall execute and deliver a new Note or Notes, for like aggregate principal amount. Section 12. Exchange of Notes. Notes may be exchanged at the office of the City for a like aggregate principal amount of Notes of authorized denominations and of the same maturity. Section 13. Note Register. The City shall keep or cause to be kept sufficient books for the registration and transfer of the Notes if the book entry only system is no longer in effect and, in such case, the City shall register or transfer or cause to be registered or transferred, on said books, Notes as herein before provided. While the book entry only system is in effect, such books need not be kept as the Notes will be represented by one Note registered in the name of Cede & Co., as nominee for DTC. Section 14. Temporary Notes. The Notes may be initially issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed or typewritten, shall be of such denominations as may be determined by the City, and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Note shall be executed by the City upon the same conditions and in substantially the same manner as the definitive Notes. If the City issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the office of the City and the City shall deliver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes executed and delivered hereunder. Section 15. Notes Mutilated. Lost. Destroyed or Stolen. If any Note shall become mutilated the City, at the expense of the registered owner of said Note, shall execute and deliver, a new Note of like maturity and principal amount in exchange and substitution for the Note so mutilated, but only upon surrender to the City of the Note so mutilated. 4- Every mutilated Note so surrendered to the City shall be canceled by it and delivered to, or upon the order of, the City. If any Note shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the City and, if such evidence be satisfactory to the City and indemnity satisfactory to it shall be given, the City, at the expense of the registered owner, shall execute and deliver a new Note of like maturity and principal amount in lieu of and in substitution for the Note so lost, destroyed or stolen. The City may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Section 15 and of the expenses which may be incurred by the City in the premises. Any Note issued under the provisions of this Section 15 in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the City whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. Section 16. Arbitrage Covenants and other Federal Tax. (a) The City covenants that it will assure compliance with requirements for rebate of excess investment earnings to the federal government in accordance with section 148(:f) of the Code, to the extent applicable. The City shall not be obligated to rebate excess investment earnings to the federal government if the City complies with the Safe Harbor Rules (as hereinafter defined). "Safe Harbor Rules" means the rules set forth in section 148(:f)(4)(B)(iii) of the Code, which rules generally state that, in the case of an issue of tax and revenue anticipation notes, the net proceeds of the notes (including interest earnings thereon) shall be treated as expended for the governmental purpose of the issue on the first day after the date of issuance that the cumulative cash flow deficit to be financed by such issue exceeds ninety percent (90%) of the aggregate face amount of such issue. "Cumulative cash flow deficit" is defined therein to mean, as of the date of computation, the excess of the expenses paid during the period beginning on the date of issuance of the notes and ending on the earliest of the maturity of the issue, the date six months after such date of issuance or the date of computation of cumulative cash flow deficit, which would ordinarily be paid out of or financed by anticipated tax or other revenues over the aggregate amount available (other than the proceeds of the issue) during such period for the payment of such expenses. (b) Nonarbitrage Covenant. The City shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action with respect to the Gross Proceeds of the Notes which if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of the issuance of the Notes would have caused the Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Internal Revenue Code of 1986 and Regulations promulgated. In addition, the City shall not take, nor permit nor suffer to be taken by the Paying Agent or otherwise, any action which would cause the interest on the Notes to be subject to Federal income taxation under the Code. (c) No Federal Guarantee. The City shall take no action nor permit nor suffer any action to be taken if the result of the same would be to cause the Notes to be "federally guaranteed" within the meaning of section 149(b) of the Code. Section 17. Sale of Notes. The Notes are hereby authorized to be sold to the Purchaser submitting the best bid for the purchase of the Notes, as determined by the Finance Director and Financial Advisor, so long as the interest rate on the Notes does not exceed seven percent (7%) per annum, and so long as the Notes are purchased at not less than the par amount thereof. Section 18. Preliminary Official Statement, Kelling, Northcross & Nobriga, Inc., the financial advisor to the City (the "Financial Advisor"), is hereby authorized to prepare a Preliminary Official Statement and an Official Statement relating to the Notes, to be used in connection with the offering and sale of the Notes. Distribution by the Financial Advisor of said Preliminary Official Statement to prospective purchasers of the Notes is hereby approved. The City Manager, Finance Director or any authorized designee of the City are hereby authorized and directed to approve any changes in or additions to .a final form of said Official Statement deemed advisable by any of them, and to execute a statement at the time of delivery of the Notes to the Purchaser to the effect that the Final Official Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Mayor of the City, City Manager, Finance Director or any authorized designee of the City is hereby authorized and directed to execute and deliver the final Official Statement for and in the name and on behalf of the City. Section 19. Agreement for Bond Counsel Services; Financial Advisor Services; Costs of Issuance. The City Council hereby approves that certain agreement for bond counsel services by and between the City and Jones Hall Hill & White, A Professional Law Corporation, in substantially the form presented at this meeting, and the Mayor of the City, City Manager, Finance Director or any authorized designee of the City are hereby authorized and directed to sign said agreement for and on behalf of the City. The City Council hereby approves that certain agreement for financial advisory services by and between the City and Kelling, Northcross & Nobriga, Inc., in substantially the form presented at this meeting, and the Mayor of the City, City Manager, Finance Director or any authorized designee of the City are hereby authorized and directed to sign said agreement for and on behalf of the City. All costs incurred by the City in connection with the issuance of the Notes, including but not limited to printing of any Official Statement, rating agency costs (except rating service fees), bond counsel fees and expenses, financial advisory fees and expenses, underwriting discount and costs, paying agent fees and expenses, the cost of printing the Notes, and any compensation owing to any officers or employees of the City for their services rendered in connection with the issuance of the Notes, shall be payable solely from the proceeds of the Notes. Section 20. Execution of Closing Documents. The Mayor, the City Clerk, the City Manager, the Finance Director, the Treasurer and other officers of the City are authorized and directed to execute such certificates, agreements and other closing documents as are necessary to consummate the transactions contemplated by this Resolution. ************************ EXHIBIT A CITY OF ALAMEDA (ALAMEDA COUNTY, CALIFORNIA) 1991 TAX AND REVENUE ANTICIPATION NOTE INTEREST RATE: MATURITY DATE: ISSUE DATE: CUSIP: 1991 July __ , 1991 REGISTERED OWNER: CEDE&CO. PRINCIPAL SUM: SIX MILLION FIVE HUNDRED THOUSAND DOLLARS The CITY OF ALAMEDA, Alameda County, State of California (the "City"), acknowledges itself indebted, and promises to pay, to the Registered Owner stated above, or registered assigns (the "Owner"), on the Maturity Date stated above, the Principal Sum stated above, in lawful money of the United States of America, and to pay interest thereon in like lawful money at the rate per annum stated above, payable on the Maturity Date stated above, calculated on the basis of 360-day year composed of twelve 30-day months. Both the principal of and interest on this Note shall be payable at maturity to the Owner. It is hereby certified, recited and declared that this Note is one of an authorized issue of Notes in the aggregate principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000), all of like tenor, issued pursuant to the provisions of Resolution No. __ of the City Council of the City duly passed and adopted on June 4, 1991, and pursuant to Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5, of the California Government Code, and that all things, conditions and acts required to exist, happen and be performed precedent to and in the issuance of this Note have existed, happened and been performed in regular and due time, form and manner as required by law, and that this Note, together with all other indebtedness and obligations of the City, does not exceed any limit prescribed by the Constitution or statutes of the State of California. The principal amount of the Notes, together with the interest thereon, shall be payable from taxes, revenue and other moneys which are received by the City for the General Fund of the City for Fiscal Year 1991-1992. As security for the payment of the principal of and interest on the Notes the City has pledged, from "unrestricted moneys", as hereinafter defined, (a) to be received in December, 1991, an amount equal to 259c-of the aggregate principal amount of the Notes, (b) to be received in February, 1992, an amount equal to 25% of the aggregate principal amount of the Notes (c) to be received in' April, 1992, an amount equal to 50% of the aggregate principal amount of the Notes and (d) to be received in May, 1992, an amount equal to interest on the Notes at maturity (all such pledged amounts described in clauses (a) through (d) above being hereinafter called the "Pledged Revenues"). The principal of the Notes and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the City lawfully available therefor. As used herein, the term "unrestricted moneys" means the taxes, income, revenue, cash receipts and other moneys, intended as receipts for the General Fund of the City for Fiscal Year 1991-1992 and which are generally available for the payment of current expenses and other obligations of the City. A-1 The Notes are issuable as fully registered Notes, without coupons, in denominations of $1,000 and any integral multiple thereof. Subject to the limitations and conditions as provided in the Resolution, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations and of the same maturity. The Notes are not subject to redemption prior to maturity. This Note is transferable by the Owner hereof, but only under the circumstances, in the manner and subject to the limitations provided in the Resolution. Upon registration of such transfer a new Note or Notes, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturity will be issued to the transferee in exchange herefor. The Board may treat the Owner hereof as the absolute owner hereof for all purposes, and the Board shall not be affected by any notice to the contrary. IN WITNESS WHEREOF, the City of Alameda has caused this Note to be executed by the of the City and countersigned by the City Clerk of the City, and caused its official seal to be affixed hereto all as of this __ day of July, 1991. CITY OF ALAMEDA By:. ________________ _ Title: _______________ _ [SEAL] Countersigned: City Clerk A-2 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM --as tenants in common TEN ENT --as tenants by the entireties JT TEN --as joint tenants with __ right of survivorship and not as tenants in common UNIF GIFT MIN ACT __ Custodian (Cust) __ (Minor) under Uniform Gifts to Minors Act ---------------- (State) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE A-3 (FORM OF ASSIGNMENT) For value received, the undersigned do(es) hereby sell, assign and.transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute and appoint ________ _ attorney, to transfer the same on the registration books of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank of trust company A-4 NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. 11002-47 JHHW:WHM:pch 05/20/91 OFFICIAL NOTICE OF SALE $6,500,000 CITY OF ALAMEDA (Alameda County, California) 1991 Tax and Revenue Anticipation Notes MD603 NOTICE IS HEREBY GIVEN that sealed proposals will be received at the offices of Kelling, Northcross & Nobriga, Inc., 595 Market Street, Suite 1350, San Francisco, California 94105, at 10:00 A.M., Pacific time, on TUESDAY, JUNE 18, 1991 and the sale will be awarded by the Finance Director of the City or her designee, pursuant to authority delegated by the City Council, within 26 hours after the expiration of the time prescribed for the receipt of bids, for the purchase of $6,500,000 principal amount of tax and revenue anticipation notes of the City (the "Notes"), more particularly described below. In the event that the sale has not been awarded by the designated time, bids will be received on each successive Tuesday at the same time and location until such time as the sale is awarded. ISSUE AND DENOMINATION; BOOK ENTRY ONLY SYSTEM: $6,500,000 designated "City of Alameda (Alameda County, California) 1991 Tax and Revenue Anticipation Notes," consisting of fully registered notes, without coupons. The Notes will be issued in minimum denominations of $1,000. The Notes will be issued in a book entry only system with no physical distribution of the Notes made to the public. The Depository Trust Company, New York, New York ("DTC"), will act as depository for the Notes which will be immobilized in its custody. The Notes will be registered in the name of Cede & Co., as nominee for DTC, on behalf of the participants in the DTC system and the subsequent beneficial owners of the Notes. DATE AND MATURITIES: The Notes will be dated the date of delivery, and will mature on July_, 1992. INTEREST RATE: The maximum interest rate bid may not exceed twelve percent (12%) per annum, payable upon maturity of the Notes. Bidders must specify the rate of interest which the Notes shall bear, provided that: (i) bids must be for all Notes; (ii) no Note shall bear more than one rate of interest; (iii) each Note shall bear interest from its date to its stated maturity at the interest rate specified in the bid; and (iv) the interest rate specified must be in a multiple of 111,000 of one percent (111,000th of 1%). REDEMPTION: The Notes are not subject to call and redemption prior to maturity. PAYMENT: Both principal and interest are payable in lawful money of the United States of America to DTC which will immediately credit the account of the successful bidder or bidders as participants in the DTC system. PURPOSE OF ISSUE: The Notes are to be issued by the City and are authorized pursuant to the provisions of Article 7.6 (commencing with section 53850) of Chapter 4 of Part 1 of Division 2 of Title 5 of the California Government Code and the provisions of a resolution of the Council for any purpose for which the City is authorized to expend moneys. SECURITY: The Notes are obligations of the City and are secured by a pledge of and first lien and charge against the first "unrestricted moneys," as herein defined, to be received by the City (a) an amount equal to twenty-five percent (25%) of the aggregate principal amount of the Notes, from "unrestricted moneys", as hereinafter defined, to be received in December, 1991, (b) an amount equal to twenty-five percent (25%) of the aggregate principal amount of the Notes, from unrestricted moneys to be received in February, 1992, (c} an amount equal to fifty percent (50%) of the aggregate principal amount of the Notes, from unrestricted moneys to be received in April, 1992, and (d) an amount equal to all interest due on the Notes at maturity, from unrestricted moneys to be received in May, 1992 (all such pledged amounts described in clauses (a) through (d} above being hereinafter called the "Pledged Revenues"). "Unrestricted moneys" shall mean taxes, income, revenues and other moneys intended as receipts for the General Fund of the City and which are generally available for the payment of current expenses and other obligations of the City. Said pledged moneys shall be deposited in a special account in the General Fund of the City designated the "Repayment Account", established, created and maintained by the City. Moneys shall be withdrawn from said fund for the sole purpose of paying the principal of and the interest on the Notes at their maturity. By statute, the Notes are declared to be general obligations of the City and to the extent not paid from said pledged moneys shall be paid with the interest thereon from any other moneys of the City lawfully available therefor. TERMS OF SALE BEST BID: Bids must be for all of the Notes. The Notes will be awarded on the basis of the lowest net interest cost including premium offered in the proposals. No bid for less than par and accrued interest (which interest shall be computed on a 360-day year basis) will be entertained. In the event two or more bids setting forth identical interest rates and premium per dollar principal amount, if any, and aggregating a principal amount in excess of the principal amount of unawarded Notes are received, the City reserves the right to exercise its discretion and judgment in making the award and may award the Notes on a pro rata basis in such denominations as the City shall determine. RIGHT OF REJECTION: The Finance Director or her designee, pursuant to authority delegated to him by the Council, reserves the right, in her discretion, to reject any and all bids and to waive any irregularity or informality in any bid. PROMPT AWARD: The Finance Director or her designee, pursuant to authority delegated to him by the Council, will take action awarding the sale of the Notes or reject all bids not later than twenty-six (26) hours after the expiration of time herein prescribed for the receipt of bids and up.til such expiration of time all bids received shall be irrevocable. Unless such time of award is waived by the successful bidder, the award -2- may be made after the expiration of the specified time if the bidder shall not have given to the City notice in writing of the withdrawal of such proposal. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: It is estimated that the delivery of the Notes will be made to DTC for the account of the successful bidder on or about July 1, 1991. Payment of the purchase price (less the amount of the bid check mentioned below) must be made in funds immediately available to the City Finance Director by wire transfer or other means acceptable to the City Finance Director. RIGHT OF CANCELLATION: The successful bidder shall have the right at its option to cancel its obligation to purchase the Notes if the City shall fail to execute the Notes and tender the same for delivery within 45 days from the date of sale thereof, and in such event, the successful bidder shall be entitled to the return of the deposit accompanying her bid. FORM OF BID: Bids must be for all of the Notes and must be for not less than the par value thereof. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed to the City of Alameda at the address mentioned above not later than 10:00 A.M. on said date of sale, and endorsed "Proposal for City of Alameda 1991 Tax and Revenue Anticipation Notes". Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, the Bid Form attached hereto. ESTIMATE OF NET INTEREST COSTS: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company in the amount of one percent (1%) of the principal amount of Notes, payable to the order of the City Finance Director of the City of Alameda, must accompany each proposal as a guarantee that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal may be cashed by the City and applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the City, retained by the City. The check accompanying each unaccepted proposal will be returned promptly by the City Finance Director. If only a part of the Notes bid upon in a proposal is awarded by the Finance Director or her designee, pursuant to authority delegated to him by the Council, the amount of the bid check will be prorated and the bidder may substitute a check for the prorated amount in place of the bid check accompanying the proposal. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be the purchaser's respon'sibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders from notes of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal incom~ taxes by the terms of any federal income tax law enacted subsequent to the date of ther notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the City, to certify to the City in writing that, as of the date of award, (i) the Notes were expected to be reoffered in a bona fide public offering, and (ii) the price at which the Notes was expected to be sold to the public, in the form and substance satisfactory to the City and Bond Counsel. CLOSING PAPERS; LEGAL OPINION: Each proposal will be conditioned upon the City furnishing to each successful bidder, without charge, concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of such delivery: (a) The opinion of Jones Hall Hill & White, A Professional Law Corporation, Bond Counsel, approving the validity of the Notes and stating that, subject to certain qualifications, under existing law, the interest on the Notes is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings, and such interest is exempt from State of California personal income taxes, a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the City Finance Director that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be "arbitrage bonds" within the meaning of the Internal Revenue Code; (c) A certificate of the appropriate City official, acting on behalf of the City solely in her official and not in her personal capacity, that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate City official, acting on behalf of the City solely in her official and not in her personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof, the Official Statement of the City pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary which would make the statements misleading in the light of the circumstances under which they were made; (e) The signature certificate of the officials of the City, showing that they have signed the Notes and impressed the seal of the City thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the City Finance Director showing that the purchase price of the Notes has been received. may be made after the expiration of the specified time if the bidder shall not have given to the City notice in writing of the withdrawal of such proposal. Notice of the award will be given promptly to the successful bidder. DELIVERY AND PAYMENT: It is estimated that the delivery of the Notes will be made to DTC for the account of the successful bidder on or about July 1, 1991. Payment.of the purchase price (less the amount of the bid check mentioned below) must be made in funds immediately available to the City Finance Director by wire transfer or other means acceptable to the City Finance Director. RIGHT OF CANCELLATION: The successful bidder shall have the right at its option to cancel its obligation to purchase the Notes if the City shall fail to execute the Notes and tender the same for delivery within 45 days from the date of sale thereof, and in such event, the successful bidder shall be entitled to the return of the deposit accompanying her bid. FORM OF BID: Bids must be for all of the Notes and must be for not less than the par value thereof. Each bid, together with bidder's check, must be enclosed in a sealed envelope addressed to the City of Alameda at the address mentioned above not later than 10:00 A.M. on said date of sale, and endorsed "Proposal for City of Alameda 1991 Tax and Revenue Anticipation Notes". Each bid must be in accordance with the terms and conditions set forth herein, and must be submitted on, or in substantial accordance with, the Bid Form attached hereto. ESTIMATE OF NET INTEREST COSTS: Bidders are requested (but not required) to supply an estimate of the total net interest cost to the City on the basis of their respective bids, which shall be considered as informative only and not binding on either the bidder or the City. BID CHECK: A certified or cashier's check drawn on a responsible bank or trust company in the amount of one percent (1%) of the principal amount of Notes, payable to the order of the City Finance Director of the City of Alameda, must accompany each proposal as a guarantee that the bidder, if successful, will accept and pay for the Notes in accordance with the terms of its bid. The check accompanying any accepted proposal may be cashed by the City and applied to the purchase price or, if such proposal is accepted but not performed, unless such failure of performance shall be caused by any act or omission of the City, retained by the City. The check accompanying each unaccepted proposal will be returned promptly by the City Finance Director. If only a part of the Notes bid upon in a proposal is awarded by the Finance Director or her designee, pursuant to authority delegated to him by the Council, the amount of the bid check will be prorated and the bidder may substitute a check for the prorated amount in place of the bid check accompanying the proposal. CUSIP NUMBERS: CUSIP numbers will be applied for and will be printed on the Notes and the cost of service bureau assignment will be the purchaser's respon'sibility. Any delay, error or omission with respect thereto will not constitute cause for the purchaser to refuse to accept delivery of and pay for the Notes. CHANGE IN TAX EXEMPT STATUS: At any time before the Notes are tendered for delivery, any successful bidder may disaffirm and withdraw its proposal if the interest received by private holders from notes of the same type and character shall be declared to be taxable income under present federal income tax laws, either by a ruling of the Internal Revenue Service or by a decision of any federal court, or shall be declared taxable or be required to be taken into account in computing any federal income taxes by the terms of any federal income tax law enacted subsequent to the date of ther notice. CERTIFICATION OF REOFFERING PRICE: The successful bidder shall be required, as a condition to the delivery of the Notes by the City, to certify to the City in writing that, as of the date of award, (i) the Notes were expected to be reoffered in a bona fide public offering, and (ii) the price at which the Notes was expected to be sold to the public, in the form and substance satisfactory to the City and Bond Counsel. CLOSING PAPERS; LEGAL OPINION: Each proposal will be conditioned upon the City furnishing to each successful bidder, without charge, concurrently with payment for and delivery of the Notes, the following closing papers, each dated the date of such delivery: (a) The opinion of Jones Hall Hill & White, A Professional Law Corporation, Bond Counsel, approving the validity of the Notes and stating that, subject to certain qualifications, under existing law, the interest on the Notes is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings, and such interest is exempt from State of California personal income taxes, a copy of which opinion (certified by the official in whose office the original is filed) will be printed on each Note without cost to the purchaser; (b) A certificate of the City Finance Director that on the basis of the facts, estimates and circumstances in existence on the date of issue, it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be "arbitrage bonds" within the meaning of the Internal Revenue Code; (c) A certificate of the appropriate City official, acting on behalf of the City solely in her official and not in her personal capacity, that there is no litigation threatened or pending affecting the validity of the Notes; (d) A certificate of an appropriate City official, acting on behalf of the City solely in her official and not in her personal capacity, that at the time of the sale of the Notes and at all times subsequent thereto up to and including the time of the delivery of the Notes to the initial purchasers thereof, the Official Statement of the City pertaining to said Notes did not, and does not, contain any untrue statement of a material fact or omit to state a material fact necessary which would make the statements misleading in the light of the circumstances under which they were made; (e) The signature certificate of the officials of the City, showing that they have signed the Notes and impressed the seal of the City thereon, and that they were respectively duly authorized to execute the same; and (f) The receipt of the City Finance Director showing that the purchase price of the Notes has been received. INFORMATION AVAILABLE: Requests for information concerning the City should be addressed to: Mr. Lennard Cuenco Associate Kelling, Northcross & Nobriga, Inc. 5776 Stoneridge Mall Road, Suite 380 Pleasanton, California 94588 (415) 734-0755 Ms. Zenda James Finance Director City of Alameda Santa Clara Avenue and Oak Street Alameda, California 94501 (415) 748-4560 A copy of the Preliminary Official Statement relating to the Notes, dated _____ ,may be obtained by contacting Kelling, Northcross & Nobriga, Inc., 5776 Stoneridge Mall Road, Suite 380, Pleasanton, California 94568, Telephone (415) 734-0755. The Preliminary Official Statement is in a form "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(l) but is subject to revision, amendment and completion. The City will provide each successful bidder such number of printed copies of the Official Statement pertaining to the Notes as such bidder may request. Up to 50 copies of the Official Statement will be furnished without cost, on a pro rata basis depending on the principal amount of Notes awarded to such bidder, and any additional copies will be furnished at the expense of the bidder. The successful bidder or bidders shall be responsible for the payment of any fees required to be paid to the California Debt Advisory Commission and to the Depository Trust Company in connection with the Notes. GIVEN pursuant to the resolution of the City Council of the City of Alameda dated June 4, 1991. Dated: June 11, 1991 Isl City Clerk BID FORM PROPOSAL FOR THE PURCHASE OF $6,500,000 CITY OF ALAMEDA (Alameda County, California) 1991 Tax and Revenue Anticipation Notes City of Alameda c/o Kelling, Northcross & Nobriga, Inc. 595 Market Street, Suite 1350 San Francisco, California 94105 Gentlemen: ____________ , 1991 We offer to purchase the $6,500,000 City of Alameda (Alameda County, California) 1991 Tax and Revenue Anticipation Notes in the principal amount, maturing and bearing interest as follows: Principal Amount $6,500,000 Maturity July __ , 1992 Interest Rate -----------% and to pay therefor the principal amount thereof plus a premium of $ _______________ . Ther proposal is made subject to all the terms and conditions of the Official Notice of Sale of said Notes dated June __ , 1991, all of which terms and conditions are made a part hereof as fully as though set forth in full in ther proposal. Ther proposal is subject to acceptance, in whole or in part, within twenty-six (26) hours after the expiration of the time for the receipt of proposals, as specified in said Official Notice of Sale. , There is enclosed herewith a certified or cashier's check for one percent (1 %) of the principal amount of the Notes, payable to the order of City Finance Director of the City of Alameda. We hereby request that (not to exceed 50) printed copies of the Official Statement pertaining to the Notes be furnished us in accordance with the terms of said Official Notice of Sale. The following is our computation made as provided in the Official Notice of Sale, but not constituting any part of the foregoing, of the net interest cost under the foregoing proposal: Total Interest $ __________ _ Less Premium $ __________ _ Net Interest Cost $ __________ _ Net Interest Rate ------------% Following is a list of the members of our account on whose behalf ther bid is made. -2- Respectfully submitted, Name of firm __________ _ Account Manager ________ _ Name, address and phone number of Bidder's representative to be contacted regarding closing procedures: 11002-47 JHHW:WHM:pch pch 05120/91 05/28/91 NOTICE OF INTENTION Not-to-Exceed $6,500,000 CITY OF ALAMEDA (Alameda County, California) 1991 Tax and Revenue Anticipation Notes M0601 NOTICE IS HEREBY GIVEN, pursuant to section 53692 of the California Government Code, that the City of Alameda, California (the "City"), intends to sell, at public sale, not-to-exceed $6,500,000 1991 Tax and Revenue Anticipation Notes. Bids will be received at 10:00 A.M., Pacific time, on TUESDAY, JUNE 18, 1991 at the office of the Kelling, Northcross & Nobriga, Inc., 595 Market Street, Suite 1350, San Francisco, California, 94105, and the sale will be awarded by the Finance Director of the City or her designee, pursuant to authority delegated by the City Council, within 26 hours after the expiration of the time prescribed for the receipt of bids. In the event that the sale has not been awarded by the designated time, bids will be received on each successive Tuesday at the same time and location until such time as the sale is awarded. Dated: June_, 1991 [TO BE PUBLISHED IN THE BOND BUYER BY MONDAY, JUNE 3, 1991, TO BE ARRANGED BY JONES HALL HILL & WHITE] JONES HALL llrrL & WmTE, A PROFESSIONAL LAW CORPORATION AGREEMENT BY AND BETWEEN THE CITY OF ALAMEDA AND JONES HALL HILL & wm:rE, A PROFESSIONAL LAW CORPORATION, FOR BOND COUNSEL SERVICES IN CONNECTION WITH TAX AND REVENUE ANTICIPATION NOTE PROCEEDINGS FOR FISCAL YEAR 1991-1992 THIS AGREEMENT is entered into the day of , 1991, by and between THE CITY OF ALAMEDA (the "Issuer") and JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION, San Francisco, California ("Attorneys"); WITNESSETH: WHEREAS, the Issuer wishes to issue short-term tax and revenue anticipation notes relating to fiscal year 1991-1992 of the Issuer (the "Notes") pursuant to Sections 53850 et seq. of the California Government Code; and WHEREAS, in connection with such proceedings the Issuer requires the advice and assistance of bond counsel; and WHEREAS, the Issuer has determined that Attorneys are qualified by training and experience to perform the services of bond counsel, and Attorneys are willing to provide such services; and WHEREAS, the public interest, economy and general welfare will be served by this Agreement; NOW, THEREFORE, THE PARTIES HERETO MUTUALLY AGREE AS FOILOWS: Section 1. Duties of Attorneys. Attorneys shall do, carry out and perform all of the following services as are necessary for the issuance of the Notes: A. Consultation and cooperation with the Issuer's Attorney, financing consultants and other consultants, underwriters, staff and employees of the Issuer, and assisting such consultants, underwriters, staff and employees in the formulation of a coordinated financial and legal Note issuance. B. Preparation of all legal proceedings for the authorization, issuance and delivery of Notes to the Issuer; including preparation of the resolution authorizing the issuance of such Notes, fixing the date, denominations, numbers, maturity and interest rates, providing the form of the Notes and authorizing their execution, authentication and registration; certifying the terms and conditions upon which the same are to be issued; providing for the setting up of special funds for the disposition of proceeds of the sale of the Notes, including creation of a reserve fund, if any, and such other funds as may be advisable, and providing all other details in connection therewith, including special covenants and clauses for the protection of the interests of the Noteholders; preparation of the resolution selling all or any part of the authorized Note issue; preparation of all documents required for Note delivery, including cumulative cash flow deficit certificate required by federal tax law, and supervising such delivery; preparation of all other proceedings incidental or in connection with the issuance, sale and delivery of Notes. C. Application for any Internal Revenue Service or other rulings necessary to assure tax-exempt status of the Notes, or as required by the purchaser of the Notes. D. Upon completion of proceedings to the satisfaction of Attorneys, providing a legal opinion unqualifiedly approving in all regards the legality of all proceedings for the authorization, issuance and delivery of Notes, and stating that interest on the Notes is exempt from federal and state personal income taxation, which opinion shall inure to the benefit of the purchasers of the Notes. E. Any and all legal consultation requested by the Issuer concerning the Notes at any time after delivery of the Notes; provided, however, that Attorneys shall not be obligated pursuant to this Agreement to advise or consult with the Issuer in the interpretation, implementation or administration of the provisions of the resolution authorizing the issuance of the Notes which concern compliance with the arbitrage and rebate provisions of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, it being understood that such advice and consultation is to be provided, if desired by the Issuer, pursuant to a separate consulting agreement and on terms mutually acceptable to Attorneys and to the Issuer. F. Such other and further services as are normally performed by bond counsel in connection with the issuance of tax and revenue notes by municipalities. G. Attorneys will not be responsible for the preparation or content of the official statement prepared by the financial consultant or underwriter other than to examine said official statement as concerns description of Notes and matters within Attorneys' knowledge. Section 2. Compensation. For the services of Attorneys listed in subsections A through G, inclusive, of Section 1, the Issuer will pay Attorneys a fee equal to one- twentieth of one percent (1/20of1%) of the principal amount of Notes, with a minimum fee of $3,500. In addition, the Issuer shall pay to Attorneys all direct out-of-pocket expenses for travel, messenger and delivery service, closing costs and expenses and expenses for other services incurred in connection with the services rendered by Attorneys' duties hereunder. Payment of said fees and expenses to Attorneys shall be due upon the issuance of Notes and the delivery of the proceeds thereof to the Issuer, and said fees and expenses shall be payable solely from the proceeds of the Notes and from no other funds of the Issuer. Section 3. Responsibilities of the Issuer. The Issuer shall cooperate with Attorneys and shall furnish Attorneys with certified copies of all proceedings taken by the Issuer, or ot.her deemed necessary by Attorneys to render an opinion upon the validity of such proceedings. All costs and expenses incurred incidental to the actual issuance and delivery of Notes, including the cost and expense of preparing certified copies of proceedings required by Attorneys in connection with the issuance of the Notes, the cost -2- of preparing the Notes for execution and delivery, all printing costs and publication costs, and any other expenses incurred in connection with the issuance of Notes, shall qe paid from Note proceeds. Section 4. Termination of Agreement. This Agreement may be terminated by the Issuer at any time by giving written notice to Attorneys with or without cause. In the event of termination, all finished and unfinished documents, exhibits, project data, reports, and evidence shall, at the option of Issuer, becomes its property and shall be delivered to it by Attorneys. Section 5. Professional Liabilitv Insurance. Attorneys shall procure and maintain professional liability insurance with coverage in an amount at least equal to $1,000,000.00. IN WITNESS WHEREOF, the Issuer and Attorneys have executed this Agreement as of the date first above written. THE CITY OF ALAMEDA Attest: Title: ____________ _ JONES HALL HILL & WHITE, A PROFESSIONAL LAW CORPORATION CITY ATTORNEY M0622 -3- AGREEMENT FOR FINANCIAL SERVICES This Agreement for financial services is made this day of June, 1991 by and between the City of Alameda, a Municipal corporation ("City") and Kelling, Northcross & Nobriga, Inc., a California Corporation ("KNN"). WHEREAS, City is contemplating the offering of 1991 Tax and Revenue Anticipation Notes ("Notes"). city and KNN agree as follows: KNN shall: 1. Advise and consult with the city with respect to the par value and other terms and conditions upon which the Notes shall be issued such as the maturity schedule and pledge dates. Advise the city on administration and flow of funds for the payment of the Notes. 2. Coordinate the efforts of bond counsel, paying agent and City officials with respect to the preparation and approval of financing documents by the city Council. KNN will attend all meetings and assist City staff with any presentations as needed. 3. Prepare the official statement to be used in connection with the offering of the Notes. The official statement will be designed to disclose all material facts in connection with the Notes, including the purpose of the issue, the security for the Notes and the available sources of payment. 4. Recommend an underwriting firm based upon discussions with various underwriters best qualified to market this issue and monitor their sales effort on your behalf to insure that the lowest possible interest rate is achieved. 5. Coordinate the work of the City, staff and bond counsel to ensure that the financing closes in a prompt manner. Coordinate the delivery, printing and final approval of the Notes and the final official statement and the preparation of closing certificates. 1 6. Hold the City of Alameda, its Council, officers and employees harmless from any costs, including attorney's fees, or liability resulting from or arising out of KNN's performance of this Agreement. City shall: 1. cooperate with KNN, bond counsel and other parties to the transaction, and to furnish the necessary information for the preparation and drafting the legal documents and to assert its best efforts to verify the accuracy of such information contained in such documents. Compensation and Expenses: KNN agrees to pay its own out-of-pocket expenses including local travel, computer, telephone, and the like, incurred by KNN in performing KNN's duties and obligations under this Agreement. For the services to be provided by KNN as outlined above, KNN will be compensated in the amount of $8,000.00. The expense of printing and distribution of the official statement, rating service fee, bond counsel fee and expenses, travel expenses of city Officials, the printing and delivery of the Notes, paying agent fees, any special courier or delivery charges, and the cost of obtaining statistical data for the printing, publishing and distribution of the official statement shall be paid by the City. Payment of fees and expenses shall be entirely contingent, shall be due and payable upon the delivery of the Notes and shall be entirely payable from the proceeds of the Notes. Termination of Agreement: This Agreement for Financial Services shall be identified as to term but may be terminated at any time by the City, with or without cause, upon thirty (30) days' written notice to KNN. In the event of such termination, all finished and unfinished documents shall, at the option of the City, become its property and shall be delivered by KNN. 2 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed on the day and year first above written. RECOMMENDED FOR APPROVAL Finance Director APPROVED AS TO FORM: City Attorney ATTEST: City Clerk 3 CITY OF ALAMEDA, a municipal corporation city Manager KELLING, NORTHCROSS & NOBRIGA, INC. I a California corporation I, the undersigned, hereby certify that the foregoing Resolution duly and regularly adopted and passed by the Council of the of Alameda in regular meeting assembled on the fourth of 1991, by the following vote to wit: was City June, AYES: NOES: councilmembers Arnerich, Camicia, Lucas, Roth and President Withrow -5. None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this fifth day of June, 1991.