APPROVED AS TO FORM AND LEGALITY
____________________________
CITY ATTORNEY
4165-9331-6146.5
OAKLAND CITY COUNCIL
RESOLUTION NO. _____________ C.M.S.
RESOLUTION APPROVING THE ISSUANCE AND SALE OF ONE OR
MORE SERIES OF CITY OF OAKLAND GENERAL OBLIGATION
BONDS (MEASURE KK) IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $220,000,000; APPROVING THE TERMS OF SALE OF SAID BONDS; APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A FISCAL AGENT AGREEMENT,
CONTINUING DISCLOSURE CERTIFICATE AND OFFICIAL NOTICE
OF SALE; APPROVING THE FORM OF AND AUTHORIZING THE
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN OFFICIAL
STATEMENT; AND AUTHORIZING NECESSARY ACTIONS RELATED
THERETO
WHEREAS, the 2016 Infrastructure Bond Ordinance (“Measure KK”) was approved by more than two-thirds of the qualified voters of the City at the November 8, 2016, Statewide General Election; and
WHEREAS, the City issued its General Obligation Bonds (Measure KK), Se ries 2017A- 1 (Tax-Exempt) in the aggregate principal amount of $62,735,000 and its General Obligation Bonds (Measure KK), Series 2017A-2 (Taxable) in the aggregate p rincipal amount of $55,120,000 on August 30, 2017; and
WHEREAS, the City issued its General Obligation Bonds (Measure KK), Se ries 2020B- 1 (Tax-Exempt) in the aggregate principal amount of $140,010,00 0 and its General Obligation Bonds (Measure KK), Series 2020B-2 (Taxable) in the aggregate p rincipal amount of $44,880,000 on February 27, 2020; and
WHEREAS, this City Council intends to issue City of Oakland General Ob ligation Bonds (Measure KK), Series 2022C (the “Bonds”), which may be tax-exempt or taxable and issued in one or more series, pursuant to Measure KK and the Ci ty of Oakland Affordable Housing and Infrastructure Bond Law, Oakland Municipal Code, Chapter 4.54 (the “Bond Act”); and
WHEREAS, this City Council adopted Ordinance No. 13670 C.M.S. on Decem ber 21, 2021 authorizing the issuance and sale of the Bonds; and
VED AS TO FORM AND LEGALITY
____________________________
CITY ATTORNEY
UNCIL
C.M.S.
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WHEREAS, pursuant to Section 2(C) of Measure KK and the Bond Act, the City Council adopted a separate resolution on the date hereof, which identified specific projects to be financed by the Bonds (the “Projects”); and
WHEREAS, in compliance with Government Code Section 5852.1, the City C ouncil has obtained from KNN Public Finance, LLC, as municipal advisor (“Municipal Advisor”) to the City, the required good faith estimates with respect to the Bonds and such estimates are disclosed and set forth on Exhibit A attached hereto; and
WHEREAS, there have been submitted and are on file with the Clerk of t his City Council (the “Clerk”) proposed forms of a fiscal agent agreement, (the “Fiscal Agent Agreement”), by and between the City and U.S. Bank National Association; the Official Notice of Sale (the “ Official Notice of Sale”) ; a Continuing Disclosure Certificate, dated the date of issuance and delivery of the Bonds (the “Continuing Disclosure Certificate ”); and an official statement (the “Official Statement ”), all with respect to the Bonds proposed to be issued and sold.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF OAKLAND AS FOLLOWS:
Section 1. Recitals. All of the above recitals are true and correct.
Section 2. Authorization of Bonds. This City Council hereby approves the issuance and sale of one or more series of bonds (which may be taxable o r tax-exempt bonds) designated as the “City of Oakland General Obligation Bonds (Measure KK) Series 20 22C” (hereinafter referred to as the “Bonds”), in an aggregate principal amount not to exceed $220,000,000, which amount shall be finally determined by the City Administrator or the Director of Finance or such other officer of the City designated by the City Administrator or the Director of Finance (each such officer being hereinafter referred to as an “Authorized Representative ”). The Bonds may include a series designated as the “City of Oakland General Obl igation Bonds (Measure KK) Series 2022C-1 (Tax- Exempt)” and a series designated as the “Ci ty of Oakland General Obligation Bonds (Measure KK) Series 2022C- 2 (Taxable)”. The Bonds shall have a final maturity date no later than 31 years after issuance of the Bond s, and shall bear interest at an interest rate not to exceed a true interest cost of 5.0%.
Section 3. Terms of the Bonds. The aggregate principal amount of Bonds, t he date thereof, the maturity dates, principal amounts and annual rates of interest of each maturity thereof, the initial and semiannua l interest payment dates ther eof, and the terms of optional and mandatory sinking fund redemption thereof, shall be as specifie d in the Fiscal Agent Agreement as executed by an Authorized Representative.
Section 4. Tax Levy. For the purpose of payi ng principal of and interest on the Bonds, the City Council shall, at the time of making the genera l tax levy after incurring the bonded indebtedness, and annually thereafter until the Bonds ar e paid or until there is a sum in the treasury of the City set apart for that purpose sufficient to meet all payments of principal and interest on the Bonds as they become due, levy and collect a ta x sufficient to pay the interest on the Bonds and such part of the principal as will become due before the proceeds of a tax levied at 3 4165-9331-6146.5
the next general tax levy will be available; provided, however, that if it is expected that all or any part of the Bonds will be sold at such time that the principal of or interest on such Bonds will become due before the proceeds of a tax levied after such sale would be available to pay such principal or interest, the City Council, at the time of fixing the annual tax levy, may levy a tax in an amount clearly sufficient to pay that portion of the princip al of and interest on the Bonds which it is expected will become due before the proceeds of the next succeeding tax levy will be available. Such taxes shall be levied and collected as other C ity taxes and shall be in addition to all other taxes and shall be used only for payment of the princ ipal of the Bonds and interest thereon. Said taxes as collected shall be forthwith paid into the fund for which the same were levied and collected and which shall be designated the “City of Oakland General Obligation Bonds (Measure KK) Debt Service Fund ” (the “Debt Service Fund ”), and all sums to become due for the principal of and interest on the Bonds shall be paid from such Debt Service Fund.
Section 5. Sale of Bonds. The Director of Finance is hereby authorized an d directed to establish a date, time and place to receive bids for the pur chase of the Bonds as described in and subject to the terms and conditions of the Official Notice of Sale (described below). The Director of Finance is authorized to receive bids for the purch ase of the Bonds, and to award such Bonds to the bidder(s) (on a combined, or separate basis, for each series) and whose responsible bid for the Bonds results in the lowest true intere st cost to the City (the “Original Purchaser”), all in accordance with and de termined by the procedures described in the Official Notice of Sale, as approved by the Director of Finance. Notwith standing the foregoing, the Bonds may be sold on a negotiated sale basis, upon: (i) the det ermination by the Municipal Advisor that the municipal credit markets are not, at the time scheduled for the sale of the Bonds, in the judgment of the Municipal Advisor, conducive to a succes sful competitive sale of the Bonds; and (ii) an Authorized Representative’s concurrence with the conclusion of the Municipal Advisor. In such event, the Bonds may be sold on a negotiated b asis, to a firm selected by the Municipal Advisor through a competitive selection process, purs uant to a contract of purchase, between the City and the underwriting firm so selected to purch ase the Bonds, and any Authorized Officer is hereby aut horized and directed to execute the contract of purchase on behalf of the City; provided that the contract of purchase shal l provide that the true interest cost of the Bonds shall not exceed 5.0% and the underwriter’s discount shall not exceed 0.5% of the principal amount of the Bonds.
Section 6. Fiscal Agent Agreement. The form of the Fiscal Agent Agreement , by and between the City and U.S. Bank National Association, in sub stantially the form on file with the Clerk, is hereby approved. Any Authorized Representative i s hereby authorized and directed to execute and deliver an agreement in substantially said form, completed with terms as shall be agreed to by the Authorized Representative in accordance with t his Resolution, and with such other additions, changes or modifications therein as the Author ized Representative, upon consultation with legal counsel, may require or approve, such a pproval to be conclusively evidenced by the execution and delivery thereof.
Section 7. Official Notice of Sale. The form of Official Notice of Sale, in substantially the form on file with the Clerk, is hereby approv ed with such other additions, changes or modifications therein as any Authorized Representative, upon consultation with legal counsel, may require or approve.
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Section 8. Official Statement. The form of Official Statement relating to the Bonds, in substantially the form on file with the Clerk, is hereby app roved, with such changes, additions and modifications therein as any Authorized Representative, upo n consultation with legal counsel, may require or approve, such approval to be conclusive ly evidenced by the execution and delivery thereof. Any Authorized Representative is hereby authorized to certify that the preliminary form of the Official Statement was deemed final as of its date within the meaning of Rule 15c2-12 (the “Rule”) promulgated under the Securities Exchange Act of 1934 (except for the omission of certain final pricing, rating and related infor mation as permitted by the Rule).
Any Authorized Representative is hereby authorized and directed to sign the Official Statement in its final form, including the final pricing information, and to furnish the Original Purchaser with copies thereof, and the Original Purchaser is hereby autho rized and directed to deliver copies of such Official Statement in final form to subsequent purchasers of the Bonds.
Section 9. Continuing Disclosure Certificate. The form of Continuing Disc losure Certificate, in substantially the form on file with the Clerk, is hereby approved. Any Authorized Representative is hereby authorized to execute a certificate in substantially said form, completed with terms as shall be agreed to by the Authorized Representati ve in accordance with this Resolution, and with such additi ons, changes or modifications t herein as the Authorized Representative, upon consultation with legal counsel, may requi re or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The City hereby covenants and agrees that it will comply with and carry out all of the provis ions of such Continuing Disclosure Certificate as finally executed and delivered.
Section 10. Appointment of Bond Counsel, Disclosure Counsel and Municipal Advisor. The City Council hereby acknowledges the appointments by the City Attorney of Orrick, Herrington & Sutcliffe LLP, as bond counsel (“Bond Counsel”), and Curls Bartling P.C., as disclosure counsel (“Disclosure Counsel”). The selection by the Director of Finance of KNN Public Finance, LLC, as municipal advisor with respect to the Bonds, is hereby affirmed.
Section 11. Authorization of Further Actions. (a) Bond Counsel, Disclosure Counsel, the Municipal Advisor and appropriate City officials are hereby authorized and directed to continue to prepare the necessary legal documents to accomplish said financing and the other transactions authorized herein, and to take any and all necessary actions in connection therewith. (b) The officers and employees of the City are hereby authorized an d directed, jointly and severally, to do any and all things which they may deem nec essary or advisable in order to consummate the transactions herein authorized, and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, including but not limited to the publication of a notice of intention to sell the Bonds. Each Authorized Re presentative is hereby authorized and directed to execute and deliver any and all notices, certificates and representations, including signature certificates, no-litigation certificates, tax certifi cates, certificates relating to continuing disclosure obligations, notices to the California Debt and Inve stment Advisory Commission, and certificates concerning the Official Statement describing the B onds, and to enter into such agreements or contracts, including as may be necessary to obtai n bond insurance with respect to the Bonds, fiscal agent services, or other services with respec t to the Bonds, as such officers deem necessary and desirable to accomplish the purposes of this Resolution. 5 4165-9331-6146.5
Section 12. Ratification of Actions. All act ions heretofore taken by the o fficers and agents of the City with respect to the sale, execution and deli very of the Bonds, and the other transactions authorized and contemplated herein, are hereby approved, confirmed and ratified.
Section 13. Effective Date. This Resolution shall take effect immediately upon passage.
IN COUNCIL, OAKLAND, CALIFORNIA,
PASSED BY THE FOLLOWING VOTE:
AYES – FIFE, GALLO, KALB, KAPLAN, REID, TAYLOR, THAO AND
PRESIDENT FORTUNATO BAS
NOES –
ABSENT –
ABSTENTION –
ATTEST __________________________________
ASHA REED
City Clerk and Clerk of the Council of the
City of Oakland, California
3133071v5/ARM
4165-9331-6146.5
CERTIFICATE OF THE CITY CLERK
I, Asha Reed, City Clerk and Clerk of the City Council of the C ity of Oakland (the “City”), hereby certify that the foregoing is a full, true and correc t copy of Resolution No. ___ C.M.S., duly adopted at a meeting of the City Council of the Ci ty duly and regularly held on February ___, 2022, of which meeting all of said City Council had due notice.
I further certify that I have carefully compared the foregoing copy with the original minutes of said meeting on file and of record in my office; tha t said copy is a true, complete and correct copy of the original resolution duly adopted at said me eting and entered in said minutes; and that said resolution has not been modified, amended, rescin ded or revoked except as provided in such resolution in any manner since the date of the ir adoption, and the same is now in full force and effect.
IN WITNESS WHEREOF, I have executed this certificate this ___ d ay of February, 2022.
ASHA REED
City Clerk and Clerk of the City Council
City of Oakland, California
A-1
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EXHIBIT A
GOOD FAITH ESTIMATE
The following information was obtained from KNN Public Finance, LLC, the municipal advisor (“Municipal Advisor”) w ith respect to the Bonds described in the Resolution, and is provided in compliance with Government Code Section 5852.1:
1. True Interest Cost of the Bonds . Assuming an aggregate principal amount of $212,315,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 2.99%.
2. Finance Charge of the Bonds . Assuming an aggregate principal amount of $212,315,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the f inance charge of the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $1,305,425.
3. Amount of Proceeds to be Received . Assuming an aggregate principal amount of $212,315,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the a mount of proceeds expected to be received by the City for sale of the Bonds less the finance cha rge of the Bonds described in paragraph 2. above and any reserv es or capitalized interest pai d or funded with proceeds of the Bonds, is $212,315,000.
4. Total Payment Amount . Assuming an aggregate principal amount of $212,315,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the t otal payment amount, which means the sum total of all payments the City will make to pay debt se rvice on the Bonds plus the finance charge of the Bonds described in paragraph 2. above not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $350,273,238.
Attention is directed to the fact that the foregoing informatio n constitutes good faith estimates only. The actual interest cost, finance charges, amou nt of proceeds and total payment amount may vary from the estimate s above due to variations from these estimates in the timing of the sale of the Bonds, the amount of Bonds sold, the amortiz ation of the Bonds sold and market interest rates at the time of the sale. The actual inter est rates at which the Bonds will be sold will depend on the bond market at the time of the sale. Th e actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale. Market interest rates are affected by economic and other factors beyond the City’s control.