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Resolution 11735RESOLUTION NO. 11735 A RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF COMMUNITY FACILITIES DISTRICT NO. 1 (HARBOR BAY) SPECIAL TAX BONDS, AUTHORIZING THE EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT, OFFICIAL STATEMENT AND PURCHASE OFFER AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH CITY OF ALAMEDA Community Facilities District No. 1 (Harbor Bay) RESOLVED, by the City Council (the "Council ") of the City of Alameda (the "City "), County of Alameda, State of California, that; WHEREAS, the City has taken action under the Mello -Roos Community Facilities Act of 1982, as amended, constituting Section 53311 et seq of the the California Government Code (the "Act ") to establish Community Facilities District No. 1 (Harbor Bay) (the "District "), and to issue bonds of the City for the benefit of the District; and WHEREAS, there has been submitted to this Council various agreements to implement the sale of the Bonds and this Council now desires to approve said agreements, and authorize the sale, issuance and delivery of the Bonds; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds and the formation of the District as contemplated by this resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Act. NOW, THEREFORE, IT IS ORDERED as follows: 1. This Council hereby finds and declares that the above recitals are true and correct. 2. Pursuant to the Act and the Fiscal Agent Agreement (hereinafter defined), revenue bonds of the City for the District, designated as "Community Facilities District No. 1 (Harbor Bay) Special Tax Bonds" in an aggregate principal amount not to exceed $17,000,000 (the "Bonds "), are hereby authorized to be issued. The Bonds shall be executed by the manual or facsimile signature of the Mayor, the seal or facsimile of the seal of the City shall be reproduced thereon and attested by the manual or facsimile signature of the City Clerk, in the form set forth in and otherwise in accordance with the Fiscal Agent Agreement. 3. The proposed form of fiscal agent agreement (the "Fiscal Agent Agreement ") between the City and a fiscal agent to be selected by the Finance Director (the "Fiscal Agent ") in the form presented to this meeting, is hereby approved. The Finance Director (the "Designated Officer ") is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Fiscal Agent Agreement, in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with bond counsel to the City, including such additions or changes as are necessary or advisable in accordance with Section 7 hereof (provided that no additions or changes shall authorize an aggregate principal amount of Bonds in excess of $17,000,000, result in an initial true interest cost on the Bonds in excess of 8.5% per annum or result in an underwriter's discount in excess of 2% of the aggregate principal amount of the Bonds), the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Fiscal Agent Agreement. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the Bonds shall be as provided in the Fiscal Agent Agreement as finally executed. 4. The proposed form of purchase offer (the "Purchase Offer ") of Stone & Youngberg (the "Underwriter "), in the form presented to this meeting, is hereby approved. The Designated Officer is hereby authorized and directed, for and in the name and on behalf of the City, to accept the offer of the Underwriter to purchase the Bonds contained in the Purchase Offer (when such offer is made and if such offer is consistent with Section 3 hereof) and to execute and deliver said Purchase Offer in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Purchase Offer. This Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Purchase Offer will result in a lower overall cost. 5. The proposed form of official statement relating to the Bonds (the "Official Statement "), in the form presented to this meeting, is hereby approved. The Designated Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute the Official Statement in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with bond counsel to the City, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the City of said Official Statement. The Underwriter is hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds and are directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary official statement relating to the Bonds is hereby approved and authorized. 6. The Bonds, when executed, shall be delivered to the Fiscal Agent for authentication. The Fiscal Agent is hereby requested and directed to authenticate the Bonds by executing the Fiscal Agent's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the City by the Designated Officer, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Fiscal Agent. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Purchase Offer, upon payment of the purchase price therefor. 7. All actions heretofore taken by the officers and agents of the City with respect to the formation of the District and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the City, including the Designated Officer, are hereby 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 which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this resolution and resolutions heretofore adopted by the City and in order to carry out the purposes of the District, including but not limited to those certificates, agreements and other documents described in the Fiscal Agent Agreement, the Purchase Offer, and the other documents herein approved and any certificates, agreements or documents as may be necessary to further the purpose hereof. 8. This resolution shall take effect immediately upon its adoption. 1, 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 6th of June, 1989, by the following vote to wit: AYES: Councilmenbers Arnerich, Camicia, Withrow, and President Corica - 4. NOES: Thomas - 1. ABSENT: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 7th day of June, 1989. City e k of the City of Alameda