Resolution 14477CITY OF ALAMEDA RESOLUTION NO. 144
APPROVING PROCEEDINGS TO REFINANCE INSTALLMENT
PAYMENT OBLIGATIONS OF ALAMEDA MUNICIPAL POWER,
APPROVING ISSUANCE OF REVENUE BONDS BY THE
ALAMEDA PUBLIC FINANCING AUTHORITY FOR SUCH
PURPOSES, AND APPROVING RELATED DOCUMENTS AND
ACTIONS
WHEREAS, the City of Alameda (the "City ") and the Community
Improvement Commission of the City of Alameda have heretofore entered into
a joint exercise of powers agreement establishing the Alameda Public
Financing Authority (the "Authority ") for the purpose, among others, of issuing
its bonds to be used to provide financial assistance to the City;
WHEREAS, Alameda Municipal Power, being the City acting by and
through its Bureau of Electricity ( "Alameda . Municipal Power "), has determined
that, due to prevailing financial market conditions, it is in the best interests of
Alameda Municipal Power to refinance certain outstanding installment payment
obligations relating to Alameda Municipal Power's electric system (the "Electric
System ");
WHEREAS, for the purpose of raising funds necessary to provide
financial assistance to Alameda Municipal Power to accomplish the refinancing,
the Authority proposes to authorize the issuance of its revenue bonds under the
provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division
7 of Title 1 of the California Government Code (the "Act "), designated as the
Alameda Public Financing Authority Revenue Bonds, Series 2010A (Alameda
Municipal Power Refinancing) and Alameda Public Financing Authority Taxable
Revenue Bonds, Series 2010B (Alameda Municipal Power Refinancing)
(collectively, the "Bonds "), all pursuant to and secured by an indenture of trust
(the "Indenture "), by and between the Authority and U.S. Bank National
Association, as trustee (the "Trustee ");
WHEREAS, in order to allow the Authority to participate in the
refinancing program, the Authority will acquire the Electric System from
Alameda Municipal Power pursuant to an acquisition agreement (the
"Acquisition Agreement ") by and between the Authority and Alameda Municipal
Power;
WHEREAS, in order to provide for the repayment of the Bonds, the
Authority will sell the Electric System back to Alameda Municipal Power
pursuant to an installment sale agreement (the "Installment Sale Agreement "),
under which Alameda Municipal Power will agree to make installment payments
to the Authority payable from the net revenues of the Electric System which will
be calculated to be sufficient, in time and amount, to enable the Authority to
pay the principal of and interest and premium (if any) on the Bonds when due
and payable;
WHEREAS, proceeds of the Bonds will be used to prepay and discharge
the installment payment obligations of Alameda Municipal Power pursuant to
two Escrow Deposit and Trust Agreements (collectively, the "Escrow
Agreements"), each between Alameda Municipal Power and U.S. Bank
National Association, as escrow bank (the "Escrow Bank");
WHEREAS, the form of an official statement (the "Official Statement")
describing the Authority, the City, Alameda Municipal Power, the Electric
System, the Bonds and other matters to be used in connection with the
marketing of the Bonds has been prepared;
WHEREAS, there has been prepared a form of bond purchase contract
for the Bonds (the "Bond Purchase Contract"), to be entered into among the
Authority, Alameda Municipal Power and JPMorgan Securities Inc. (the
"Underwriter"), pursuant to which the Underwriter will agree to purchase the
Bonds for reoffering to the public subject to the terms and conditions contained
therein; and
WHEREAS, the City Council now desires to approve the transactions
contemplated by the Bonds and the Installment Sale Agreement in furtherance
of the public purposes of Alameda Municipal Power.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ALAMEDA as follows:
Section 1. Findings of Benefit. The City Council hereby finds that
significant public benefits will arise from the refinancing of the Prior Installment
Payment Obligations (as defined below) with proceeds of the Bonds, all in
accordance with Section 6586 of the California Government Code, in that the
refinancing will result in demonstrable savings in effective interest rates, bond
preparation, bond underwriting and bond issuance costs, as contrasted with the
sale of refinancing certificates of participation that would need to occur if the
Authority did not issue the Bonds.
Section 2. Approval of Bonds. The City Council hereby approves the
issuance of the Bonds by the Authority for the purpose, among others, of
providing funds to allow Alameda Municipal Power to repay and discharge its
obligations to make installment payments (the "Prior Installment Payment
Obligations") under the Electric Improvements Installment Sale Agreement,
dated as of April 1, 2000, among the Alameda Public Improvement Corporation
(the "Corporation"), Alameda Municipal Power and the Escrow Bank in its
capacity as trustee thereunder, and under the Distribution System Installment
Sale Agreement, dated as of April 1, 2000, among the Corporation, Alameda
Municipal Power and the Escrow Bank, as trustee thereunder; provided that (a)
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the principal amount of Bonds does not exceed $33,000,000, and (b) the final
maturity date of the Bonds is not later than July 1, 2030.
Section 3. Approval of Installment Sale Agreement. The City Council
hereby approves the Installment Sale Agreement in the form on file with the
City Clerk. The City Manager and the General Manager of Alameda Municipal
Power (the "Designated Officers "), each acting alone, are hereby authorized
and directed to execute, and the City Clerk is hereby authorized and directed to
attest to, the Installment Sale Agreement for and in the name and on behalf of
Alameda Municipal Power in said form, together with such additions thereto or
changes therein as the Designated Officer executing the installment Sale
Agreement shall, upon consultation with the City Attorney and Bond Counsel,
deem necessary, desirable or appropriate, and the execution of the Installment
Sale Agreement by Alameda Municipal Power shalt be conclusive evidence of
the approval of any such additions or changes. The City Council hereby
authorizes the delivery and performance of the Installment Sale Agreement.
Section 4. Sale of Bonds. The City Council hereby approves the sale of
the Bonds by the Authority by negotiation with the Underwriter pursuant to the
Bond Purchase Contract in the form on file with the City Clerk. The Designated
Officers, each acting alone, are hereby authorized and directed to execute the
Bond Purchase Contract for and in the name and on behalf of Alameda
Municipal Power in said form, together with such additions thereto or changes
therein as the Designated Officer executing the Bond Purchase Contract shall,
upon consultation with the City Attorney and Bond Counsel, deem necessary,
desirable or appropriate, and the execution of the Bond Purchase Contract by
Alameda Municipal Power shall be conclusive evidence of the approval of any
such additions or changes. A Designated Officer shall execute the Bond
Purchase Contract only upon the submission of an offer by the Underwriter to
purchase the Bonds, which offer is acceptable to a Designated Officer and
consistent with the requirements of this Resolution. The amount of
Underwriter's discount for the Bonds shall be not more than 1.0% of the par
amount thereof (not taking into account any original issue discount on the sale
thereof).
Section 5. Official Statement. The City Council hereby approves the
preliminary Official Statement in the form on file with the City Clerk. The
Designated Officers, each acting alone, are hereby authorized and directed to
deem final within the meaning of . Rule 15c2 -12 of the Securities Exchange Act
of 1934 except for permitted omissions, the preliminary form of the Official
Statement describing the Bonds, together with such additions thereto and
changes therein as a Designated Officer shall deem necessary, desirable or
appropriate. Distribution of the preliminary Official Statement is hereby
approved. The General Manager is hereby authorized to execute the final form
of the Official Statement, including as it may be modified by such additions
thereto and changes therein as the General Manager of Alameda Municipal
Power shall deem necessary, desirable or appropriate, and the execution of the
final Official Statement by Alameda Municipal Power shall be conclusive
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evidence of the approval of any such additions and changes. The City Council
hereby authorizes the distribution of the final Official Statement by the
Underwriter.
Section 6. Approval of Acquisition Agreement, Escrow Agreements and
Continuing Disclosure Certificate. The City Council hereby approves the
Acquisition Agreement and the Escrow Agreements in the forms on file with the
City Clerk, and a Continuing Disclosure Certificate related to the Bonds (the
"Continuing Disclosure Certificate ") in the form attached to the Official
Statement as Appendix E. The Designated Officers, each acting along, are
hereby authorized and directed to execute the Acquisition Agreement, the
Escrow Agreements and the Continuing Disclosure Certificate in such forms,
together with such additions thereto or changes therein as the Designated
Officer executing such agreements shall, upon consultation with the City
Attorney and Bond Counsel; deem necessary, desirable or appropriate, and the
execution of the Acquisition Agreement, the Escrow Agreements and the
Continuing Disclosure Certificate by Alameda Municipal Power shall be
conclusive evidence of the approval of any such additions or changes.
Section 7. Bond Counsel. Quint & Thimmig LLP, San Francisco,
California, is hereby designated as bond counsel in connection with the
issuance of the Bonds. The City Attorney is hereby authorized and directed to
execute an Agreement for Legal Services with such firm for its services related
to the Bonds and the refinancing program, so long as the payment of the fees
and expenses of such firm are payable from the proceeds of, and is contingent
upon the issuance of, the Bonds.
Section 8. Official Actions. The Mayor, City Manager, General Manager
of Alameda Municipal Power, City Finance Director, City Clerk and any and all
other officers of the City are hereby authorized and directed, for and in the
name and on behalf of Alameda Municipal Power, to do any and all things and
take any and all actions, including execution and delivery of any and all
assignments, certificates, requisitions, agreements, notices, consents,
instruments of conveyance, warrants and other documents, including the
application to providers of municipal bond insurance for the Bonds, which they,
or any of them, may deem necessary or advisable in order to consummate the
lawful issuance and sale of the Bonds, the discharge of the Prior Installment
Payment obligations and the consummation of the transactions described in
the documents approved by this Resolution.
Section 9. Effective Date. This Resolution shalt take effect upon its
adoption by the City Council.
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1, the undersigned, hereby certify that the foregoing Resolution was duly and
regularly adopted and passed by the Council of the City of Alameda during the Regular
Meeting of the City Council on the 20th day of July, 2010, by the following vote to wit:
AYES: Councilmembers deHaan, Gilmore, Matarrese, Tam
and Mayor Johnson - 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, 1 have hereunto set my hand and affixed the official seal of
said City this 21s1 day of July, 2010.
Lara Weisiger, at C erk
City of Alameda