Resolution 12453CITY OF ALAMEDA RESOLUTION NO.12453
APPROVING INSTALLMENT PURCHASE OF STREET
IMPROVEMENTS FROM THE ALAMEDA PUBLIC IMPROVEMENT
CORPORATION, AUTHORIZING EXECUTION OF RELATED
INSTALLMENT SALE AGREEMENT AND TRUST AGREEMENT,
AND APPROVING DELIVERY AND SALE OF NOT TO EXCEED
$5,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF
PARTICIPATION AND RELATED MAl'1'ERS
WHEREAS, the City of Alameda (the "City ") has determined to undertake an accelerated
program for the design, acquisition and construction of certain public street improvements (the
"Street Facilities ") and the City wishes to finance such acquisition and construction from motor
vehicle fuel tax revenues received by the City from the State of California; and
WHEREAS, the Alameda Public Improvement Corporation (the "Corporation ") has been
formed for the purpose of assisting the City in the financing of facilities and property useful to
the City, and the City has requested the Corporation to assist it in financing the acquisition and
construction of the Street Facilities; and
WHEREAS, to that end, the Corporation has proposed to acquire and construct the Street
Facilities and to sell the completed Street Facilities to the City pursuant to that certain
Installment Sale Agreement dated as of September 1, 1993 (the "Installment Sale Agreement ")
by and between the Corporation as seller and the City as purchaser, and for the purpose of
obtaining the moneys required to finance the acquisition and construction of the Street Facilities
by the Corporation in accordance with the terms of the Installment Sale Agreement, the
Corporation further proposes to assign and transfer certain of its rights under the Installment Sale
Agreement to a trustee bank to be selected by the Finance Director (the "Trustee "), and in
consideration of such assignment and the execution of the Trust Agreement dated as of
September 1, 1993 (the "Trust Agreement ") by and among the City, the Corporation and the
Trustee, the Trustee has agreed to execute and deliver Certificates of Participation in the
aggregate principal amount of not to exceed $5,000,000 (the "Certificates "), each evidencing a
direct, undivided interest in the Installment Payments to be made by the City under and as
defined in the Installment Sale Agreement; and
WHEREAS, the firm of Miller & Schroeder Financial, Inc. (the "Underwriter ") has
proposed to purchase and underwrite the Certificates and has presented to the City and the
Corporation a form of Certificate Purchase Agreement to be entered into among the City, the
Corporation and the Underwriter (the "Purchase Agreement "); and
WHEREAS, the City Council of the City —Ashes at this time to authorize all proceedings
relating to the issuance and sale of the Certificates for the purpose of financing the acquisition
and construction of the Street Facilities, and the execution and delivery of all agreements and
documents relating thereto;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda as
follows:
Section 1. Approval of Installment Sale Agreement. The City Council hereby
approves the installment purchase of the Street Facilities by the City from the Corporation in the
aggregate principal amount of not to exceed $5,000,000 pursuant to and in accordance with the
terms and provisions of the Installment Sale Agreement in substantially the form on file with the
City Clerk, together with any changes therein or additions thereto deemed advisable by the City
Manager, whose execution thereof shall be conclusive evidence of approval of any such changes
or additions. The City Council hereby authorizes and directs the City Manager to execute, and
the City Clerk to attest and affix the seal of the City to, said form of the Installment Sale
Agreement for and in the name of the City. The schedule of Installment Payments set forth as an
appendix to the Installment Sale Agreement shall conform to the schedule of principal and
interest payments represented by the Certificates, determined pursuant to Section 3 hereof.
Section 2. Delivery of Certificates; Approval of Trust Agreement. The City Council
hereby approves execution and delivery of the Certificates in the aggregate principal amount of
not to exceed $5,000,000 pursuant to the Trust Agreement in substantially the form on file with
the City Clerk together with any changes therein or additions thereto deemed advisable by the
City Manager, whose execution thereof shall be conclusive evidence of approval of any such
changes or additions. The City Council hereby authorizes and directs the City Manager to
execute, and the City Clerk to attest and affix the seal of the City to, said form of the Trust
Agreement for and in the name of the City.
Section 3. Employment of Special Legal Counsel. The City Council hereby approves
the engagement of special counsel services in connection with the Certificates, with the firm of
Jones Hall Hill & White, A Professional Law Corporation, pursuant to the agreement on file with
the City Clerk. The Controller is hereby authorized and directed to execute such agreement on
behalf of the City. As set forth in such agreement, fees payable to such counsel shall be entirely
contingent upon the successful execution and delivery of the Certificates.
Section 4. Authorization to Institute Judicial Validation Proceedings. The City
Council hereby authorizes the filing of an action, pursuant to Chapter 9 (commencing with
Section 860) of Title 10 of Part 2 of the California Code of Civil Procedure, to determine the
validity of the Installment Sale Agreement, the Trust Agreement and related matters. Such
action shall be prosecuted on behalf of the City by Jones Hall Hill & White, A Professional Law
Corporation, under the supervision and with the advice of the City Attorney.
Section 5. Official Actions. The Mayor, the City Manager, the Finance Director, the
City Clerk and all other officers of the City are each authorized and directed in the name and on
behalf of the City to make any and all assignments, certificates, requisitions, agreements, notices,
consents, instruments of conveyance, warrants and other documents, including but not limited to
agreements for the engagement with the special counsel and financial advisor referred to herein,
which they or any of them might deem necessary or appropriate in order to consummate any of
the transactions contemplated by the documents approved pursuant to this Resolution. Whenever
in this resolution any officer of the City is authorized to execute or countersign any document or
take any action, such execution, countersigning or action may be taken on behalf of such officer
by any person designated by such officer to act on his or her behalf in the case such officer shall
be absent or unavailable.
Section 6. Effective Date. This resolution shall take effect from and after the date of
approval and adoption thereof.
* * * * * * * * * * * *
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 7th day of
September , 1993, by the .following vote to wit:
AYES: Councilmembers Appezzato, Arnerich, Lucas, Roth
and President Withrow 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 8th day of September , 1993.
Diane B. Felsch, City Clerk
City of Alameda