Resolution 12845CITY OF ALAMEDA RESOLUTION NO.12845
APPROVING THE FORM AND AUTHORIZING AND DIRECTING 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 ") proposes to finance the costs of the
acquisition, construction, installation and equipping of certain capital improvements, as more
particularly described in the hereinafter defined Lease Agreement, and it is in the public interest
and for the public benefit that the City authorize and direct execution of the Lease Agreement
and certain other financing documents in connection therewith, including the execution and
delivery of certificates of participation (1996 Library and Golf Course Financing 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. Certificates are hereby authorized to be executed and delivered pursuant to
the provisions of the Trust Agreement, as hereinafter defined.
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 site and facility lease, between the City, as lessor, and the Corporation, as lessee;
(b) a lease agreement, by and between the Corporation, as lessor, and the City, as lessee
(the "Lease Agreement "), so long as the total principal amount of the Lease Agreement does not
exceed $5,000,000, so long as the maximum annual lease payments to be paid by the City under
the Lease Agreement does not exceed $425,000, and so long as the term of the Lease Agreement
does not exceed 25 years;
(c) a trust agreement, by and among the Corporation, the City and First Trust of
California, National Association, as trustee (the "Trust Agreement "), relating to the financing,
and the execution and delivery of the Certificates; and
(d) a purchase agreement, by and between the Underwriter and the City relating to the
purchase by the Underwriter of the Certificates, so long as the Underwriter's discount does not
exceed 1.50% of the principal amount of the Certificates, exclusive of any original issue
discount which does not represent compensation to the Underwriter, and so long as the total
principal amount of the Certificates does not exceed $5,000,000.
Section 3. The City hereby approves the Preliminary Official Statement describing the
financing, substantially in the form on file with the City Clerk and as previously distributed to
the members of the City Council, 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
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 3rd
day of December , 1996, by the following vote to wit:
AYES: Councilmembers Arnerich, DeWitt, Lucas
and President Appezzato - 4.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 4th day of December , 1996.
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Ak-74-1/1
Diane Felsch, City Clerk
City of Alameda