Resolution 12927CITY OF ALAMEDA RESOLUTION NO, 1 2 9 2 7
AUTHORIZING THE ISSUANCE OF SPECIAL
TAX BONDS, AND APPROVING AND AUTHORIZING
RELATED DOCUMENTS AND ACTIONS
CITY OF ALAMEDA
Community Facilities District No. 2 (Paragon Gateway)
RESOLVED, by the City Council (the "Council") of the City of Alameda (the "City"),
County of Alameda, State of California, that:
WHEREAS, this Council has conducted proceedings under and pursuant to Article IV,
commencing with Section 3-70, of Chapter III, (formerly Chapter 16 of Title III) of the Alameda
Municipal Code (the "Code"), to form Community Facilities District No. 2 (Paragon Gateway)
(the "cFr '), to authorize the levy of special taxes upon the land within the CFD, and to issue
bonds secured by said special taxes the proceeds of which are to be used to finance certain
ublic facuiries (the "Facilities"), all as described in those proceedings; and
WHEREAS, the Council of the City heretofore authorized, issued, sold and delivered its
1,615,000 City of Alameda Community Facilities District No. 2 (Paragon Gateway), Series
I-- 1990, Special Tax Bonds (the "Prior Bonds"); and
WHEREAS, this Council now wishes to provide for the issuance of the special tax
onds to refund, in advance of their stated maturities, the Prior Bonds and to finance
additional Facilities in and for the CFD, and there have been submitted to this Council certain
documents described below providing for the issuance of the special tax bonds for the CFD and
the use of the proceeds of those bonds, and this Council with the aid of its staff, has reviewed
the documents and found them to be in proper order; 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 special tax bonds and the levy of
the special taxes 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 Code.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as
follows:
Section 1. Law Applicable. For the purposes of these proceedings in and for the
CFD, and under the charter city powers of the City, this Council hereby adopts the Code as the
authority for the issuance of the Bonds (as hereafter defined), except that Section 3-70.105 of
the Code shall not apply to the Bonds.
Section 2. Bonds Authorized. Pursuant to the Code, this Resolution and the Fiscal
Agent Agreement, (as hereafter defined) the bonds of the City for the CFD designated "City of
Alameda, Community Facilities District No. 2 (Paragon Gateway), Series 1997, Special Tax
Bonds" (the "Bonds") in an aggregate principal amount not to exceed $2,100,000 are hereby
authorized to be issued. The Bonds shall be executed in the forms, mature, be payable in the
priorities and bear interest at the rates as set forth in and otherwise as provided in the Fiscal
Agent Agreement. The Council hereby finds that a portion of the Bonds constitute "refunding
bonds" within the meaning of the Code because the proceeds thereof will be used to refund the
Prior Bonds. For the purposes of these proceedings for the issuance of the Bonds, the Council
hereby determines that the total net interest cost of the maturity on the Bonds is less than the
total net interest cost to maturity of the Prior Bonds.
Section 3. Authorities Granted. The City Manager, Assistant City Manager,
Finance Director, Director of Public Works, the City Clerk or such other official of the City as
may be designated by the Council (each an "Authorized Officer") is hereby authorized and
directed to execute and deliver the documents and instruments herein specified in substantially
such forms, with such additions thereto or changes therein as are approved by the Authorized
Officer upon consultation with City's bond counsel, including such additions or changes as are
necessary or advisable to permit the timely issuance, sale and delivery of the Bonds, provided,
however, that: (a) no additions or changes shall authorize an aggregate principal amount of
Bonds in excess of $2,100,000; (b) result in an average interest rate on the Bonds in excess of
7.5% per annum or such greater amount permitted by applicable law at the time of the sale of
the Bonds; (c) or result in an original issue discount M excess of 1% of the principal amount of
the Bonds; (d) or result in an underwriter's discount in excess of 2% of the aggregate principal
amount of the Bonds; (e) or a maturity of the Bonds in excess of 20 years. The approval of
such additions or changes shall be conclusively evidenced by the execution and delivery of the
documents and instruments herein specified by the Authorized Officer.
Section 4. Fiscal Agent Agreement. The proposed form of the Fiscal Agent
Agreement (the "Agreement") with respect to the Bonds, in the form on file with the City Clerk
is hereby approved. The date, manner of payment, 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 Agreement as
finally executed. The terms and provisions of the Agreement, as executed, are incorporated
herein by this reference as if fully set forth herein. The Authorized Officer is hereby authorized
and directed to execute the Fiscal Agent Agreement on behalf of the City, subject to the terms of
Section 2 hereof.
Section 5. Official Statement. The Council hereby approves the Official Statement
describing the financing for the Bonds, in substantially the form on file with the City Clerk
together with any changes therein or additions thereto deemed advisable by the Authorized
Officer. The Council approves and authorizes the distribution by the underwriter of the Bonds
of the Official Statement to prospective purchasers of the Bonds, and authorizes and directs
the Authorized Officer on behalf of the City to deem "final" pursuant to Rule 15c2-12 under the
Secmities Exchange Act of 1934 (the "Rule"), the Official Statement prior to its distribution to
prospective purchasers of the Bonds. The execution of the final Official Statement, which shall
include such changes and additions thereto deemed advisable by the Authorized Officer and
such information permitted to be excluded from the preliminary version of the Official
Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Official
Statement by the City.
Section 6. Continuing Disclosure. The Council hereby approves the form of the
City's Continuing Disclosure Certificate with respect to the Bonds in substantially the form
thereof attached to the Official Statement. The Authorized Officer is hereby authorized and
directed to complete and execute the Certificate on behalf of the City with such changes,
additions, deletions as may be approved by the Authorized Officer in consultation with the
City's bond counsel.
Section 7. Sale of Bonds. The Authorized Officer is hereby authorized and directed
to accept the offer of E. Wagner & Associates, Inc. (the "Original Purchaser") to purchase the
-2-
Bonds, subject to the provisions of Section 2 hereof. Council hereby finds and determines that
the sale of the Bonds at negotiated sale as contemplated by the purchase agreement will result
in a lower overall cost to the City than would a competitively bid sale.
Section 8. Escrow Agreement. The form of Escrow Agreement by and between the
City and the escrow holder therein named is hereby approved and the Authorized Officer is
hereby directed to execute the same on behalf of the City. For the purposes hereof, the Escrow
Fund established under the Escrow Agreement shall constitute the "refunding fund" under the
Code and the "designated costs of issuing the refunding bonds" under the Code shall include
the Costs of Issuance as defined in the Fiscal Agent Agreement and costs set forth in the Escrow
Agreement.
Section 9. Bond Delivery. Upon completion of the sale thereof, the Bonds shall be
prepared, execute and delivered to the Fiscal Agent for authentication, all in accordance with
the terms of the executed Purchase Agreement. The Fiscal Agent, the Authorized Officers and
other responsible officers of the City are hereby authorized and directed to take such actions as
are required under the executed Purchase Agreement and the Fiscal Agent Agreement to cause
the delivery of the Bonds upon receipt of the purchase price thereof from the Original Purchaser.
Section 10. Appointment of Bond Counsel. Jones Hall, a Professional Law
Corporation, San Francisco, California is hereby appointed as bond counsel, with respect to the
issuance, sale and delivery of the Bonds. The compensation of bond counsel shall be as set
forth m the proceedings and shall be contingent upon the sale and delivery of the Bonds. The
City Attorney is hereby authorized and directed to enter into appropriate agreements with
bond counsel for its services.
Section 11. Actions Authorized. All actions heretofore taken by the officers and
agents of the City with respect to the establishment of the CFD and the sale and issuance of the
Bonds are hereby approved, confirmed and ratified, and the appropriate 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 in accordance with this resolution, and any certificate, agreement,' and other
document described in the documents herein approved. All actions to be taken by the
Authorized Officer as specified herein, may be taken by the Authorized Officer or any designee,
with the same force and effect as if taken by the Authorized Officer.
Section 12. Effectiveness. This resolution shall take effect from and after its
adoption. Any previous resolutions in any way inconsistent with the provisions hereof in and
for the issuance of the Bonds as herein described are hereby repealed.
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 2nd
day of September , 1997, by the following vote to wit:
AYES: Councilmembers Daysog, DeWitt, Kerr, Lucas
and President Appezzato - 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 3rd day of September , 1997.
Diane elsch. City Clerk
City o
Alameda