Resolution 13315CITY OF ALAMEDA RESOLUTION NO. 13 315
APPROVING LEASE AND LEASEBACK OF MUNICIPAL PROPERTY TO
REFINANCE CERTAIN PUBLIC IMPROVEMENTS FROM PROCEEDS OF
CERTIFICATES OF PARTICIPATION IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $12,000,000, APPROVING OFFICIAL
STATEMENT AND CERTIFICATE PURCHASE AGREEMENT, AND
APPROVING RELATED AGREEMENTS AND ACTIONS
WHEREAS, the Alameda Public Improvement Corporation (the "Corporation ") has been formed
for the purpose of assisting the City of Alameda (the "City ") in the financing of facilities and property useful
to the City, and has previously assisted the City in financing the seismic renovation and repair of its City Hall
by entering into that certain Site Lease (the "1995 Site Lease ") and that certain Lease Agreement (the "1995
Lease Agreement "), each dated as of May 1, 1995, for the purpose of leasing and subleasing, respectively,
certain new capital improvements, equipment, land, and facilities used by the City for its municipal purposes,
as more fully described therein; and
WHEREAS, the Corporation has previously assigned and transferred certain of its rights under the
1995 Lease Agreement to The Bank of New York Trust Company of California, as trustee, and said bank
has previously executed and delivered $11,545,000 aggregate principal amount of 1995 Certificates of
Participation (City Hall Seismic Upgrade and Renovation Project) (the "1995 Certificates ") each evidencing
a direct, undivided fractional interest in the lease payments to be made by the City under and as defined in
the 1995 Lease Agreement (the "1995 Lease Payments "); and
WHEREAS, the City and the Corporation have determined at this time that as a result of favorable
fmancial market conditions it is in the best interests of the City and the Corporation to prepay the 1995 Lease
Payments and thereby discharge in full the obligations represented by the 1995 Certificates, and to that end,
the Corporation and the City have proposed to amend and restate the 1995 Site Lease and the 1995 Lease
in full, pursuant to a First Amended and Restated Site Lease (the "Site Lease ") and a First Amended and
Restated Lease Agreement ( the "Lease Agreement "), respectively, each dated as of April 1, 2001, by and
between the City and the Corporation; and
WHEREAS, the Corporation proposes to assign and transfer certain of its rights under the Lease
Agreement to BNY Western Trust Company, as trustee (the "Trustee "), and in consideration of such
assignment and the execution of the Trust Agreement, dated as of April 1, 2001, by and among the City, the
Corporation, and the Trustee (the "Trust Agreement "), the Trustee has agreed to execute and deliver 2001
Certificates of Participation, (City Hall Refinancing Project), in the aggregate principal amount of not to
exceed $12,000,000 (the "Certificates "), each evidencing a direct, undivided fractional interest in the lease
payments to be paid by the City pursuant to the Lease Agreement; and
WHEREAS, for purposes of the sale of the Certificates, the City's financial advisor Kelling,
Northcross & Nobriga, Inc., (the "Financial Advisor "), has caused to be prepared an Official Statement
describing the Certificates, the preliminary form of which is on file with the City Clerk and the Members
of the City Council, with the aid of their staff, have undertaken such review of the Official Statement as
hereinafter described as is necessary to assure proper disclosure of all material facts relating to the
Certificates that are within the personal knowledge of the Councilmembers and the staff; and
WHEREAS, the documents specified below have been filed with the City and the City Council, with
the approval of its staff, have reviewed said documents.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda as follows:
Section 1. Execution and Delivery of Certificates. The City hereby authorizes the execution
and delivery of the Certificates representing the right to receive lease payments under the Lease Agreement,
in the aggregate principal amount of not to. exceed $12,000,000, and the execution and delivery of the
following agreements (collectively, the "Agreements ") :
(a) the Site Lease;
(b) the Lease Agreement; and
(c) the Trust Agreement.
The City hereby approves and separately authorizes the City Manager or the Finance Director (each
an "Authorized Official ") to execute the Agreements, and the City Clerk is hereby authorized and directed
to attest and affix the seal of the City to said Agreements, in substantially the forms on file with the City
Clerk, together with any changes therein or additions thereto deemed advisable by the Authorized Official,
whose execution thereof shall be conclusive evidence of approval of any such additions and changes.
Section 2. Approval of Escrow Agreement. An Escrow Deposit and Trust Agreement, dated
as of April 1, 2001, by and between the City and BNY Western Trust Company as escrow bank, providing
for the prepayment of the 1995 Certificates and is hereby approved, and the Authorized Official is hereby
authorized and directed to execute and deliver said agreement, for and in the name and on behalf of the City,
substantially in the form presented to the City Council at this meeting, with such changes, insertions and
omissions as may be approved by such official, such approval to be conclusively evidenced by the execution
of such document by such official.
Section 3. Sale of Certificates. The Council hereby approves the sale of the Certificates by
negotiation with a firm (the "Underwriter ") to be selected through a competitive process conducted by the
Financial Advisor, such sale to be made pursuant to a Purchase Contract by and between the City and the
Underwriter, in substantially the form on file with the City Clerk, together with any changes therein or
additions thereto approved by the Authorized Official whose execution thereof shall be conclusive evidence
of approval of any such additions and changes. The Purchase Contract shall be executed in the name and
on behalf of the City by the Authorized Official, who is hereby authorized and directed to execute and
deliver said form of Purchase Contract on behalf of the City upon submission of a proposal by the
Underwriter to purchase the Certificates, which proposal is acceptable to the Authorized Official. The
purchase price received by the City for the Certificates from the Underwriter shall be not less than ninety
nine percent (99 %) of the par amount thereof, exclusive of any original issue discount, and the average
interest rate shall not exceed five and two tenths percent (5.2 %).
Section 4. Official Statement. The City hereby approves, and hereby deems nearly final within
the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement
describing the Certificates, in the fo1 ui on file with the City Clerk. The Underwriter is hereby authorized
to distribute the Official Statement in connection with the sale of the Certificates. The Authorized Official
is hereby authorized and directed to (a) execute and deliver to the purchaser of the Certificates a certificate
deeming the preliminary Official Statement to be nearly final as of its date, (b) approve any changes in or
additions to cause such Preliminaiy Official Statement to be put in final form, and (c) execute said final
Official Statement for and in the name and on behalf of the City.
Section S. Engagement of Professional Services. The City hereby approves the engagement
of Jones Hall as Special Counsel, and Kelling, Northcross & Nobriga, Inc., as Financial Advisor to the City
in connection with the issuance and sale of the Certificates and the Authorized Official is hereby authorized
and directed to execute agreements with such firms in the foi ins on file with the City Clerk.
Section 6. Official Actions. The Mayor, the City Administrator, the Finance Director, the City
Clerk 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 7. Effective Date. The City Clerk shall certify to the adoption of this Resolution and
the same shall be in full force and effect.
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 a regular meeting assembled on the
20th day of February, 2001, by the following vote to wit:
AYES: Councilmembers DeWitt, Johnson, Kerr and Mayor Appezzato -
NOES: None.
ABSENT: Councilmember Daysog - 1.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this
21st day of February, 2001.
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Diane Felsch, City Clerk
City of Alameda