Resolution 13056CITY OF ALAMEDA RESOLUTION NO. 13 0 5 6
AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS
IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$30,000,000 TO REFUND OUTSTANDING IMPROVEMENT BONDS
AND TO CONSTRUCT ADDITIONAL IMPROVEMENTS AND
APPROVING RELATED AGREEMENTS AND ACTIONS
WHEREAS, the City has previously issued its Limited Obligation Improvement Bonds,
City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Series 1992 (the
"Assessment Bonds "), and pursuant to its powers in respect of municipal affairs, the City has
also previously adopted its Ordinance enacting the City of Alameda Refunding Improvement
Bond Law, under which the City has issued its Limited Obligation Refunding Improvement
Bonds, City of Alameda, Harbor Bay Business Park Assessment District 92 -1 (Reassessment
and Refunding of 1998), Series 1998 (the "Limited Obligation Refunding Bonds ") for the
purpose of advance refunding and defeasing the Assessment Bonds; and
WHEREAS, the City has determined at this time to issue its City of Alameda 1998
ZRevenue Bonds (Harbor Bay Business Park Assessment District 92 -1 Bond Refinancing) in the
aggregate principal amount of not to exceed $30,000,000 (the "Bonds") under the City of
Alameda Local Obligation Revenue Bond Law which has previously been enacted by the City
t— Council as an exercise of the municipal affairs powers of the City as a charter city (the "Bond
<Law "), for the purpose of providing the funds to acquire the Limited Obligation Refunding
.Bonds, to be secured by a pledge of and first lien on the revenues to be derived from the Limited
FPwObligation Refunding Bonds, which revenues are designed to be sufficient in time and amount to
Opay the principal of premium, if any, and interest on the Bonds as the same become due and
payable; and
WHEREAS, a portion of the proceeds of the Bonds will also be used to acquire and
construct additional improvements, facilities and property to be used for the municipal
purposes of the City (the "Projects "); and
WHEREAS, the City Council of the City wishes at this time to authorize all proceedings
relating to the issuance of the Bonds to acquire the Limited Obligation Refunding Bonds and
finance the construction of the Projects, and to approve the execution and delivery of all
agreements and documents relating thereto;
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Alameda as
follows:
Section 1. Adoption of Authorizing Procedures. The City Council hereby authorizes the
issuance of Bonds in the maximum aggregate principal amount of $30,000,000 under the Bond
Law, for the purpose of acquiring the Limited Obligation Refunding Bonds and financing the
acquisition and construction of the Projects.
Section 2. Issuance of Bonds; Approval of Indenture. The Bonds shall be issued
pursuant to an Indenture of Trust dated as of November 1, 1998 (the "Indenture ") by and
between the City and U.S. Bank Trust National Association, as trustee (the "Trustee "). The
City Council hereby approves the Indenture in substantially the form thereof on file with the
City Clerk together with any changes therein or additions thereto deemed advisable by the
Finance Director, and the execution thereof by the Mayor, the City Manager or the Finance
Director (each, an "Authorized Officer") shall be conclusive evidence of such approval. The
City Council hereby authorizes and directs an Authorized Officer to execute, and the City Clerk
to attest and affix the seal of the City to, the final form of the Indenture. The City Council
hereby authorizes the delivery and performance of the Indenture.
Section 3. Sale of Bonds. The City Council hereby approves the sale of the Bonds by
negotiation with Stone & Youngberg LLC (the "Underwriter"). The Bonds shall be sold
pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the
City and the Underwriter in the form on file with the City Clerk, together with any changes
therein or additions thereto approved by an Authorized Officer, provided that the execution
thereof by an Authorized Officer shall be conclusive evidence of the approval of any such
additions and changes. The Bond Purchase Agreement shall be executed in the name and on
behalf of the City by the Finance Director upon submission of a proposal by the Underwriter to
purchase the Bonds; provided, however, that such proposal is acceptable to the Finance
Director and is consistent with the requirements of this Resolution. The amount of
Underwriter's discount shall be not more than two percent (2%) of the par amount of the Bonds
and the true effective rate of interest to be borne by the Bonds (taking into account any original
issue discount on the sale thereof) shall not exceed six and one -half percent (6 -1 /2 %) per
annum.
Section 4. Official Statement. The City Council hereby approves, and hereby deems
nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 194, the
preliminary Official Statement describing the Bonds in substantially the form on file with the
City Clerk. The Finance Director is hereby authorized to execute an appropriate certificate
stating the City Council's determination that the Preliminary Official Statement has been
deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official
Statement in connection with the sale of the Bonds is hereby approved. The Finance Director is
hereby authorized and directed to approve any changes in or additions to a final form of said
Official Statement, and the execution thereof by the Finance Director shall be conclusive
evidence of the approval of any such changes and additions. The City Council hereby
authorizes the distribution of the final Official Statement by the purchaser of the Bonds. The
final Official Statement shall be executed in the name and on behalf of the City by the Finance
Director.
Section 5. Official Actions. The Authorized Officers and all other appropriate officials
of the City are hereby authorized and directed, for and in the name and on behalf of the City, to
do any and all things and take any and all actions, induding execution and delivery of any and
all assignments, certificates, requisitions, agreements, notices, consents, instruments of
conveyance, warrants and other documents, which they, or any of them, may deem necessary or
advisable in order to consummate the issuance and sale of the Bonds and any of the other
transactions contemplated by the documents approved pursuant to this Resolution. Whenever
in this resolution any Authorized Officer 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 Authorized 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 its
passage and adoption.
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 20th day of October , 1998, 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 21st day of October , 1998.
ie
Diane Felsch, City Clerk
City of Alameda