Resolution 10741RESOLUTION NO. 10741
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALAMEDA
PROVIDING FOR THE BORROWING OF FUNDS FOR FISCAL YEAR
1985 -1986 AND THE ISSUANCE AND SALE OF 1985/1986 TAX AND
REVENUE ANTICIPATION NOTES THEREFOR
WHEREAS, pursuant to Sections 53850 et seq. of the Government Code of
the State of California, this City Council (the "Council ") has found and
determined that moneys are needed for the requirements of the City of Alameda
(the "City "), a chartered city and municipal corporation duly organized and
existing under the Constitution and laws of the State of California, 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,
1985 and ending June 30, 1986 ( "Fiscal Year 1985- 1986 ");
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. 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 1985 -1986, and
not pursuant to any common plan of financing, the City hereby determines to
and shall borrow the principal amount of Five Million Eight Hundred Thousand
Dollars ($5,800,000) by the issuance of temporary notes under Sections 53850
et seq. of the Government Code of the State of California, designated "City of
Alameda 1985 Tax and Revenue Anticipation Notes" (the "Notes "). The Notes
shall be numbered from 1 consecutively upward in order of issuance, shall be
dated the date specified in the Purchase Contract (the "Purchase Contract ") by
and between the City and Imperial Securities Corporation (the "Underwriter "),
shall mature on the date specified in the Purchase Contract, which maturity
date shall be not more than one year from the date of the Notes, and shall
bear interest, payable at maturity and computed on a 30 -day month /360 -day year
basis, at the rate set forth in the Purchase Contract. Both the principal of
and interest on the Notes shall be payable, only upon surrender thereof, in
lawful money of the United States of America, at the principal corporate trust
office of The Bank of California, National Association in San Francisco,
California or The Bank of California New York Trust Company in New York, New
York (the "Paying Agent ").
to maturity, the moneys in the Repayment Fund shall be applied solely for the
purposes for which the Repayment Fund is created.
From the date this Resolution takes effect, all Pledged Revenues shall,
during the months in which received, be deposited in the Repayment Fund. On
or before the first day preceding the maturity date of the Notes, the moneys
in the Repayment Fund shall be transferred to the Paying Agent and used, to
the extent necessary, to pay the principal of and interest on 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's General Fund.
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 of 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, to the greatest extent possible, shall be
invested in investment securities by the Director of Finance, as permitted by
the laws of the State of California as now in effect and as hereafter amended,
modified or supplemented from time to time, 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 Director of Finance of the City is
hereby 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 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. Arbitrage Covenant. This Council, as governing body of the
City of Alameda, the issuer of the Notes, hereby covenants that it will make
no use of the proceeds of the Notes which, if such use had been made of such
proceeds on the date of issuance of the Notes, would have caused the Notes to
be "arbitrage bonds" under Section 103(c) of the Internal Revenue Code of
1954, as amended; and, to that end, so long as any of the Notes are
outstanding, the City, with respect to the proceeds of the Notes, and all
officers having custody or control of such proceeds, shall comply with all
requirements of said section and of the regulations of the United States
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Department of the Treasury thereunder, to the extent that such regulations
are, at the time, applicable and in effect, so that the Notes will not be
"arbitrage bonds."
Section 12. Sale of Notes. The Notes are hereby authorized to be sold
to the Underwriter pursuant to and in accordance with the Purchase Contract,
to be dated as of the date of execution thereof by the City, by and between
the City and the Underwriter in substantially the form on file with the City
Clerk. Said form of Purchase Contract is hereby approved, and the Director of
Finance and the City Clerk of the City are hereby authorized and directed to
execute the Purchase Contract for and in the name and on behalf of the City,
upon presentation by the Underwriter to the Director of Finance of an offer to
purchase the Notes at a discount acceptable to the Director of Finance, but
not to exceed Six Thousand Five Hundred Dollars ($6,500) and at a rate of
interest acceptable to the Director of Finance, but not to exceed eight
percent ,(8%) per annum.
Section 13. Official Statement. The City Council hereby approves the
preliminary Official Statement describing the Notes, in substantially the form
submitted by the Underwriter and on file with the City Clerk, together with
any changes therein or additions thereto deemed advisable by the Director of
Finance. Distribution by the Underwriter of said preliminary Official
Statement to prospective purchasers of the Notes is hereby approved, ratified
and confirmed. The Director of Finance is hereby authorized and directed to
approve any changes in or additions to a final form of said Official Statement
deemed advisable by the Director of Finance, and to execute said final
Official Statement for and in the name and on behalf of the City.
Section 14. Preparation of Notes; Official Action. Jones Hall Hill &
White, A Professional Law Corporation, as bond counsel to the City, is
directed to cause suitable Notes to be prepared showing on their face that the
same bear interest at the rate aforesaid, and to cause the blank spaces
therein to be filled in to comply with the provisions of this Resolution in
accordance with the Purchase Contract, and to procure their execution by the
proper officers, and to cause the Notes to be delivered when so executed to
the purchaser or purchasers thereof upon the receipt of the purchase price by
the Director of Finance, in accordance with the Purchase Contract.
The Mayor, City Manager, Director of Finance and City Clerk, or any of
them, are further authorized and directed to make, execute and deliver to the
purchaser of the Notes (a) a certificate in the form customarily required by
purchaser of bonds of public corporations generally, certifying to the
genuineness and due execution of the Notes, (b) a receipt in similar form
evidencing the payment of the purchase price of the Notes, which receipt shall
be conclusive evidence that said purchase price of the Notes has been paid and
has been received by the City, and (c) a certificate attesting to the use of
the proceeds of the Notes, the investment thereof, and any other matters
relating to the tax exemption of the Notes pursuant to Section 103(c) of the
Internal Revenue Code of 1954, as amended. Any purchaser or subsequent taker
or holder of the Notes is hereby authorized to rely upon and shall be
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justified in relying upon any such certificate or receipt with respect to the
Notes. Such officers and any other officers of the City are hereby authorized
to execute any and all other documents required to consummate the sale and
delivery of the Notes.
PASSED AND ADOPTED by the City Council of the City of Alameda,
California, this 1st day of October, 1985, by the following vote:
AYES:
NOES:
ABSENT:
CS E A L]
Attest:
City Clerk
Mayor
EXHIBIT A
CITY OF ALAMEDA, CALIFORNIA
1985 TAX AND REVENUE ANTICIPATION NOTE
No.
$ Date: , 1985
FOR VALUE RECEIVED, the City of Alameda (the "City "), State of
California, acknowledges itself indebted to and promises to pay to the bearer
hereof, at the principal corporate trust office of The Bank of California,
National Association in San Francisco, California or of The Bank of California
New York Trust Company in New York, New York, the principal sum of
DOLLARS ($ )
in lawful money of the United States of America, on September 30, together
with interest thereon at the rate of % per annum in like lawful money from
the date hereof until payment in full of said principal sum. Both the
principal of and interest on this Note shall be payable only upon surrender of
this Note as the same shall fall due; provided, however, no interest shall be
payable for any period after maturity during which the holder hereof fails
properly to present this Note for payment.
It is hereby certified, recited and declared that this Note is one of an
authorized issue of Notes in the aggregate principal amount of Five Million
Eight Hundred Thousand Dollars ($5,800,000), all of like tenor, issued
pursuant to the provisions of Resolution No. of the City Council of
the City duly passed and adopted on October 1, 1985, 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, 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 Repayment Fund of the City for Fiscal Year 1985 -1986. As
security for the payment of the principal of and interest on the Notes the
City has pledged (a) the first $2,900,000 of "unrestricted moneys ", as
hereinafter defined, to be received in December, 1985, (b) the first
$2,900,000 of unrestricted moneys to be received in April, 1986, and (c) any
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additional amount required to pay the interest on the Notes, of unrestricted
moneys to be received in June, 1986, (such pledged amounts being hereinafter
called the "Pledged Revenues "); and 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
receipt, and other moneys, intended as receipts for the General Fund of the
City for Fiscal Year 1985 -1986 and which are generally available for the
payment of current expenses and other obligations of the City.
IN WITNESS WHEREOF, the City of Alameda has caused this Note to be
executed by the Director of Finance 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 , 1985.
ES E A L]
Countersigned:
City Clerk
CITY OF ALAMEDA
By
Director of Finance
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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 1st of October, 1985,
by the following vote to wit:
AYES: Councilmembers Corica, Hanna, Lucas, Monsef and President Diament - 5.
NOES: None.
ABSENT: None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 2nd day of October, 1985.
.f;
City CLrk of the City of Alameda