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Resolution 12771CITY OF ALAMEDA RESOLUTION NO. 12771 AUTHORIZING THE ISSUANCE OF REFUNDING SPECIAL TAX BONDS, APPROVING AND DIRECTING THE EXECUTION OF A FISCAL AGENT AGREEMENT AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, the City Council has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act "), to form the City of Alameda (the "City ") Community Facilities District No. 1 (Harbor Bay) (the "District "), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, the City Council, as legislative body of the District, authorized the issuance of bonds of the City for the District in the original principal amount of $17,000,000 designated City of Alameda Community Facilities District No. 1 (Harbor Bay) Special Tax Bonds (the "Prior Bonds "), the Prior Bonds having been issued in 1989 pursuant to the Act, a Fiscal Agent Agreement, dated as of October 1, 1989, and Resolution No. 11735 of the City Council; and WHEREAS, the City Council has determined that due to favorable interest rates, it is in the best interests of the City and the District that the Prior Bonds be refunded; and WHEREAS, there has been submitted to the City Council a fiscal agent agreement (the "Fiscal Agent Agreement ") providing for the issuance of special tax refunding bonds of the City (the "Bonds"), for and on behalf of the District, and the City Council, with the aid of its staff, has reviewed the Fiscal Agent Agreement and found it to be in proper order, and now desires to approve the Fiscal Agent Agreement and the issuance of the Bonds; and WHEREAS, there has been presented to the City Council an escrow agreement, providing for the creation of an escrow fund which will be used to refund and redeem the Prior Bonds and the City Council now desires to approve such agreement in connection with the refunding of the Prior 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 said special tax refunding bonds 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; and WHEREAS, the City and the Alameda Redevelopment Agency have heretofore entered into a Joint Exercise of Powers Agreement establishing the Alameda Public Financing Authority (the "Authority "); and WHEREAS, the Authority proposes at this time to issue its revenue bonds (the "Authority Bonds ") for the purpose of providing funds to purchase the Bonds; and WHEREAS, the Authority proposes to sell the Authority Bonds to Prager, McCarthy & Sealy (the "Underwriter ") pursuant to the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement ") by and between the Authority and the Underwriter, and the Underwriter proposes to offer the Authority Bonds to the investing public by means a preliminary official statement (the "Preliminary Official Statement "); and WHEREAS, there has been submitted to the City Council at this meeting a form of bond purchase contract for the purchase by the Authority from the City of the Bonds (the "Local Agency Bond Purchase Contract "), and the City Council has duly considered the transactions on the part of the City and the District contained in such document and wishes at this time to approve said transaction in the public interests of the City and the District; and WHEREAS, it appears that each of said documents and instruments which are now before this meeting is in appropriate form and is an appropriate document or instrument to be executed and delivered for the purpose intended. NOW, THEREFORE, BE IT RESOLVED, that: Section 1. Issuance of Bonds; Approval of Fiscal Agent Agreement and Escrow Agreement. Pursuant to the Act, this Resolution and the Fiscal Agent Agreement, special tax refunding bonds of the City for the District designated as "City of Alameda Community Facilities District No. 1 (Harbor Bay) 1996 Special Tax Refunding Bonds" in an aggregate principal amount not to exceed $18,000,000, are hereby authorized to be issued. The Bonds shall be executed in the form set forth in and otherwise as provided in the Fiscal Agent Agreement. In furtherance of the issuance of the Bonds, the City Council hereby makes the following findings and determinations: (a) it is prudent in the management of the fiscal affairs of the City, the City Council and the District to issue the Bonds for the purpose of refunding the Prior Bonds, (b) the total net interest cost to maturity on the Bonds plus the principal amount of the Bonds will not exceed the total net interest cost to maturity on the Prior Bonds plus the principal amount of the Prior Bonds and (c) the value of the real property that is subject to the special tax levied pursuant to the Act to pay debt service on the Bonds, based on the full cash value as shown on the ad valorem assessment roll, will be at least three times the principal amount of the Bonds to be sold and the principal amount of all other bonds outstanding that are - secured by a special tax levied pursuant to the Act on property within the District or a special assessment levied on property within the District. The City Council hereby approves the Fiscal Agent Agreement in the form on file with the City Clerk. The Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute the Fiscal Agent Agreement, for and in the name and on behalf of the City and the District, in such form, together with any additions thereto or changes therein deemed necessary or advisable by the such signing officer. The proceeds of the Bonds shall be applied by the City for the purposes and in the amounts as set forth in the Fiscal Agent Agreement. The City Council hereby authorizes the delivery and performance by the City of the Fiscal Agent Agreement. For purposes of Section 53363.2 of the Act, (i) it is expected that the purchase of the Bonds will occur on or after June 12, 1996, -2- (ii) the date, denomination, maturity dates, places of payment and form of the Bonds shall be as set forth in the Fiscal Agent Agreement, (iii) the minimum rate of interest to be paid on the Bonds shall be one percent (1 %) with the actual rate or rates to be set forth in the Fiscal Agent Agreement as executed, (iv) the place of payment for the Prior Bonds shall be as set forth in the fiscal agent agreement for the Prior Bonds; and (v) the designated costs of issuing the Bonds shall be as described in Section 53363.8(a) of the Act, and as otherwise described in the Escrow Agreement hereafter approved, in the Official Statement for the Authority Bonds and the closing certificates for the Bonds and the Authority Bonds, including Bond Counsel fees and expenses, Underwriter's discount, printing costs for the Official Statement, escrow verification costs, initial trustee and fiscal agent fees, and costs of City staff incurred in connection with the sale and issuance of the Bonds and the Authority Bonds. The City Council hereby approves the refunding of the Prior Bonds with the proceeds of the Bonds, in accordance with the provisions of the documents pursuant to which such Prior Bonds were sold and delivered, and the Escrow Agreement, between the City and the Fiscal Agent for the Prior Bonds (the "Escrow Agreement "). The City Council hereby approves the Escrow Agreement in the form on file with the City Clerk. The City Council hereby authorizes and directs the Mayor, the City Manager or the Finance Director to execute and deliver the final form of the Escrow Agreement for and in the name and on behalf of the City, in such form, together with any changes therein or additions thereto deemed advisable by such signing officer. The City Council hereby authorizes the delivery and performance by the City of the Escrow Agreement. Section 2. Delivery of the Bonds. 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 Authority or its order in accordance with written instructions executed on behalf of the City by the Mayor, the City Manager or the Finance Director, 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 Authority or its order in accordance with the Local Agency Bond Purchase Contract, upon payment of the purchase price therefor. Section 3. Sale of the Bonds. The City Council hereby approves the sale of the Bonds to the Authority. The Local Agency Bond Purchase Contract, in the form on file with the City Clerk, be and the same is hereby approved, and the Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute the Local Agency Bond Purchase Contract in said form, with such changes, insertions and omissions as may be approved by such official, provided that the principal amount of the Bonds does not exceed the amount set forth in Section 1. The City Council hereby finds and determines that the sale of the Bonds at negotiated sale as contemplated by the Local Agency Bond Purchase Contract will result in a lower overall cost. Section 4. Sale of Authority Bonds. The City Council hereby approves the sale of the Authority Bonds by the Authority by negotiation with the Underwriter. The Bond Purchase -3- Agreement, in the form on file with the City Clerk, be and the same is hereby approved, and the Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute the Bond Purchase Agreement in said form, together with such changes, insertions and omissions as may be approved by such official; provided that the principal amount of the Authority Bonds does not exceed $18,000,000 and the Underwriter's discount on the Authority Bonds does not exceed 1.75 %. Section 5. Official Statement. The City Council hereby approves the portions of the preliminary official statement for the Authority Bonds (the "Preliminary Official Statement ") describing the Fiscal Agent Agreement, the District, the Bonds, the City and any actions or activities of the City or the District, in 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 Finance Director. The City Council authorizes and directs the Mayor, the City Manager or the Finance Director, on behalf of the City and the District, 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. The Underwriter, on behalf of the City and the District, is authorized and directed to cause the Preliminary Official Statement to be distributed to such municipal bond broker - dealers, to such banking institutions and to such other persons as may be interested in purchasing the Authority Bonds therein offered for sale. The Mayor, the City Manager or the Finance Director is authorized and directed to assist the Authority in causing the Preliminary Official Statement to be brought into the form of final official statement (the "Final Official Statement "), and, if requested by the Underwriter, to execute said Final Official Statement 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) which relate to the Fiscal Agent Agreement, the District, the Bonds, the City and any actions or activities of the City or the District were, at the time of sale of the Authority Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Authority Bonds contain any untrue statement of material fact with respect to the City or the District or omit to state material facts with respect to the City or the District 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 execution and delivery by the City of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Mayor, the City Manager or the Finance Director 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. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Authority Bonds. Section 6. Appointment of Bond Counsel and Disclosure Counsel. The firm of Jones Hall Hill & White, A Professional Law Corporation, is hereby designated as Bond Counsel and disclosure counsel to the City for the Bonds. The City Attorney is hereby authorized to execute an agreement with said firm for its services with respect to the Bonds, substantially in the form of the agreement on file with the City Clerk. -4- Section 7. Official Actions. All actions heretofore taken by the officers and agents of the City with respect to the establishment of the District and the sale and issuance of the Bonds and the Authority Bonds are hereby approved, confirmed and ratified, and the proper officers of the City are hereby authorized and directed to do any and all things and take any and all actions and execute 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 and the Authority Bonds, and the refunding of the Prior Bonds, in accordance with this resolution, and any certificate, agreement, and other document described in the documents herein approved. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersining 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 8. 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 in regular meeting assembled on the 4th day of June , 1996, by the following vote to wit: AYES: NOES: ABSENT: Councilmembers Arnerich, DeWitt, Lucas, Mannix and President Appezzato - 5. None. None. AESENTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 5th day of June , 1996. Dia_ e B. Felsch, City Clerk City of Alameda