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Resolution 14222CITY OF ALAMEDA RESOLUTION NO .14222 AUTHORIZING AND DIRECTING THE PREPARATION AND EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AUTHORIZING THE 'PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION RELATING THERETO, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the City of Alameda (the "City "), working together with the Alameda Public Improvement Corporation (the "Corporation "), has heretofore caused the execution and delivery of the $2,770,000 City of Alameda Certificates of Participation (1996 Police Building and Equipment Refinancing Project) (the "1996A Certificates"), representing undivided proportional interests of the owners thereof in lease payments to be made by the City as the rental for certain property pursuant to a lease agreement with the Corporation to refinance the acquisition and construction of certain capital projects within the geographic boundaries of the City; and WHEREAS, the 1996A Certificates are currently outstanding in the principal amount of $1,505,000; and WHEREAS, the City, working together with the Corporation, has also heretofore caused the execution and delivery of the $4,900,000 City of Alameda Certificates of Participation (1996 Library and Golf Course Financing Project) (the "1996B Certificates "), representing undivided proportional interests of the owners thereof in lease payments to be made by the City as the rental for certain property pursuant to a lease agreement with the Corporation to finance the acquisition and construction of certain capital projects within the geographic boundaries of the City; and WHEREAS, the 1996B Certificates are currently outstanding in the principal amount of $3,555,000; and WHEREAS, the City, with the assistance of the Alameda Public Financing Authority (the "Authority"), has determined at this time, due to prevailing interest rates in the municipal bond market and for other reasons, to refinance its obligations with respect to the 1996A Certificates and the 199613 Certificates and to implement a lease financing for such purpose; and WHEREAS, it is in the public interest and for the public benefit that the City authorize and direct execution of the Lease Agreement (hereinafter defined) and certain other financing documents in connection therewith; and WHEREAS, a preliminary official statement containing information material to the offering and sale of the Certificates described below` has been prepared on behalf of the City; and WHEREAS, the documents below specified shall be filed with the City and the members of the City Council, with the aid of its staff, shall review said documents. NOW, THEREFORE, BE IT RESOLVED, as follows: Section 1. Certificates of Participation (2008 Refinancing Project) (the "Certificates ") are hereby authorized to be executed and delivered pursuant to the provisions of the Trust Agreement, as hereinafter defined. Section 2. The below- enumerated documents be and are hereby approved, ` and the Mayor, the City Manager or the Chief Financial Officer, or the assignee of any such official, 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) a site and facility lease, between the City, as :lessor, and the Authority, as lessee, pursuant to which the City will lease certain property (the "Property ") to the Authority; (b) a lease agreement, by and between the Authority, as lessor, and the City, as lessee (the "Lease Agreement "), pursuant to which the Authority will lease the Property back to the City, so long, as the total principal amount of the Lease Agreement does not exceed $7,000,000, so long as the maximum interest rate does not exceed 5.5 %, and so long as the term of the Lease Agreement does not exceed 21 years; (c) a trust agreement, by and among the Authority, the City and Union Bank of California, N.A., as trustee (the "Trust Agreement "), relating to the financing, and the execution and delivery of the Certificates; and (d) a certificate purchase agreement, by and between Wedbush Morgan Securities (the "Underwriter ") and the City, relating to the purchase by the Underwriter of the Certificates, so long as the Underwriter's discount does not exceed .75% of the principal amount of the 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 Chief Financial Officer, or the assignee of any such official. The City Council authorizes and directs the Mayor, the City Manager or the Chief Financial Officer, or the assignee of any such official, 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 Chief Financial Officer, or the assignee of any such official, 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 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 Certificates, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Certificates, and does not, as of the date of delivery of the 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 the light of the circumstances under which it was made. The Mayor, the City Manager or the Chief Financial Officer, or the assignee of any such official, 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 Chief Financial Officer, or the assignee of any such official, 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 Certificates. Section 6. The Mayor, the City Manager, the Chief Financial Officer, 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 7. 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 during the Special Joint Meeting of the City Council, Alameda Public Financing Authority, Alameda Reuse and Redevelopment Authority and the Community Improvement Commission on the 17th day of June, 2008, by the following vote to wit: AYES: Councilmembers deHaan, Gilmore, Matarrese, Tam and Mayor Johnson - 5. NOES: ABSENT: ABSTENTIONS: None. None: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 18th day of June, 2008. Lara Weisiger, Cit City of Ala