Resolution 12772Cl '1'Y OF ALAMEDA RESOLUTIONNO.12772
APPROVING THE FORM AND AUTHORIZING AND DIRECT PING THE EXECUTION
OF CERTAIN LEASE FINANCING DOCUMENTS, APPROVING THE FORM AND
AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN
CONNECTION WITH THE OFFERING AND SALE OF CERTIFICATES OF
PARTICIPATION RELATING THERETO, APPROVING THE SALE THEREOF, 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 certificates of
participation to be executed and delivered in the aggregate principal amount of 52,905,000 (the
"Prior Certificates ");
WHEREAS, the proceeds of the Prior Certificates were used to finance renovation and
expansion of the Alameda Police Administration Building and the acquisition of capital
equipment (the "Project ");
WHEREAS, the City, working together with the Corporation proposes to refinance the
Project, and 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, including the execution and delivery of certificates of
participation (1996 Police Building and Equipment Refinancing Project), representing direct,
undivided fractional interests of the owners thereof in lease payments to be paid by the City to
the Corporation pursuant to the Lease Agreement (the "Certificates ");
WHEREAS, Prager, McCarthy & Sealy, as underwriter (the "Underwriter "), has
proposed to submit an offer to the City to purchase the Certificates and in connection therewith
the City has caused to be prepared an official statement describing the Certificates, the
preliminary form of which is on file with the City Clerk (the "Preliminary Official Statement ");
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, that:
Section 1. The Certificates are hereby authorized to be executed and delivered pursuant
to the provisions of the Trust Agreement, as hereinafter defined, so long as the payments of
principal and interest with respect to the Certificates as compared to the payments of principal
and interest with respect to the Prior Certificates results in present value savings of not less
than 5% of the par amount of the Certificates.
Section 2. The below- enumerated documents, in the form on file with the City Clerk, be
and are hereby approved, and the Mayor, the City Manager or the Finance Director 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 termination agreement, by and among the City, the Corporation and First Trust of
California, National Association (the "Trustee "), as successor trustee for the Prior Certificates,
relating to the termination of the lease agreement and certain other documents relating to the
Prior Certificates;
(b) a site and facility lease, between the City, as lessor, and the Corporation, as lessee;
(c) a lease agreement, by and between the Corporation, as lessor, and the City, as lessee
(the "Lease Agreement ");
(d) a trust agreement, by and among the Corporation, the City and the Trustee (the
"Trust Agreement "), relating to the financing, and the execution and delivery of the Certificates;
(e) an escrow trust and deposit agreement, by and between the City and the Trustee, as
trustee for the Prior Certificates and as escrow bank, pursuant to which the Prior Certificates
will be defeased;
(f) a purchase agreement, by and between the Underwriter and the City relating to the
purchase by the Underwriter of the Certificates.
Section 3. The City hereby approves the preparation of a Preliminary Official Statement
describing the financing, together with any changes therein or additions thereto deemed
advisable by the Mayor, the City Manager or the Finance Director. The City authorizes and
directs the Mayor, the City Manager or the Finance Director, on behalf of the City, 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 Underwriter, on behalf of the City, is authorized and directed to cause the
Preliminary Official Statement to be distributed to such investors and other persons as may be
interested in purchasing the Certificates therein offered for sale if, in its judgment, such
distribution would enhance the marketing of the Certificates.
Section 5. The Mayor, the City Manager or the Finance Director 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 Finance Director 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 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.
Section 6. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Certificates.
Section 7. The Mayor, the City Manager, the Finance Director, the City Clerk, the City
Attorney and all other appropriate officials of the City are hereby authorized and directed to
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execute such other agreements, documents and certificates as may be necessary to effect the
purposes of this resolution and the financing herein authorized.
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: Councilmembers Arnerich, DeWitt, Lucas, Mannix
and President Appezzato - 5.
NOES: None.
ABSENT: None.
ABSENTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 5th day of June , 1996.
Diane . Felsch, City Clerk
City of Alameda