APFA Resolution 04-15O
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ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 0 4 -15
APPROVING, AUTHORIZING AND DIRECTING THE NEGOTIATION, ISSUANCE, EXE-
CUTION, SALE AND DELIVERY OF SERIES 2004 REVENUE BOND ANTICIPATION
NOTES (ALAMEDA POWER & TELECOM) AND RELATED AGREEMENTS AND IN-
STRUMENTS TO BE DELIVERED IN CONNECTION WITH AMENDMENTS AND
AGREEMENTS RELATED TO THE CONTINUED DEVELOPMENT, CONSTRUCTION,
FINANCING AND OPERATION OF THE CITYWIDE HYBRID FIBER OPTIC-COAXIAL
BROADBAND TELECOM SYSTEM AND AUTHORIZING AND DIRECTING CERTAIN
ACTIONS WITH RESPECT THERETO
RESOLVED, by the Alameda Public Financing Authority (the "Authority"), as follows:
WHEREAS, Alameda Power & Telecom (being the City of Alameda (the "City"), acting
by and through its Bureau of Electricity, or "Alameda P &T "), working together with the Ala-
meda Public Improvement Corporation ( "APIC ") has authorized the acquisition, construction,
development, financing and operation of a citywide hybrid fiber optic - coaxial broadband telecom
system (the "Telecom System"); and
WHEREAS, APIC assisted Alameda P &T in arranging for the financing of the Telecom
System, in part through the sale and delivery of certificates of participation in installment pay-
ments; and
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0 �1 3 WHEREAS, the City has heretofore granted Alameda P &T a franchise to build and oper-
ate the Telecom System, which among other things requires that the Telecom System serve the
entire area of the City; and
WHEREAS, in connection with the continued development, construction and operation
of the Telecom System, and the repayment and refinancing of certain obligations due on or be--
fore May 31, 2004, as and to the extent heretofore provided, and in anticipation of the comple-
tion of the Telecom System and the ultimate refinancing of the Telecom System based on future
net operating revenues available from the ownership and operation of the Telecom System, Ala-
meda P &T, working together with APIC and the Authority, proposes that (a) the Authority nego-
tiate,, execute, sell and deliver revenue bond anticipation notes (the "Series 2004 Notes ") payable
from an installment sale agreement by and between APIC and Alameda P &T in an initial aggre-
gate principal amount of not to exceed $33,000,000, and (b) to obtain advances from the pro-
ceeds of outstanding bonds constituting loan repayments to the City's general fund which are
required to be expended for eligible capital projects of the City in an aggregate principal amount
of not to exceed $2,200,000 (the "Advances "); and
WHEREAS, the Series 2004 Notes and the Advances, together with obligations under or
in connection with the Telecom System which are permitted to remain outstanding after May 31,
2004, are to be repaid in accordance with their terms from any or all of the following sources:
(a) the proceeds of obligations which may be issued or incurred in whole or in part for the pur-
pose of refinancing the Telecom System, (b) available revenues from the operation of the e Tele -
com System or (c) proceeds of any sale, lease, transfer or other disposition of the Telecom p Sys-
tem or any portion thereof which may hereafter be authorized by Alameda P &T with the -
a
roval of the City; ap-
proval �; a and
WHEREAS, the City and the Community Improvement Commission of the Ci ty Ala-
meda Al a
meda (the "CIC ") have heretofore entered into a Joint Exercise of Powers Agreement, gr establish-
ing the Authority for the purpose, among others, of providing financial assistance t
. g otheCICand
the City; and
WHEREAS, the Authority proposes to assist the City and Alameda P &T with the o
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ing measures by issuing the Series 2004 Notes and selling them to Stone & Youngberg g g LL C as
underwriter of the Series 2004 Notes (the "Underwriter "); and
WHEREAS, the Authority has duly considered all of the foregoing transactions and
wishes at this time to approve said transactions and the documents to which the Authority is a
. ty
party related thereto, in the public interests and in furtherance of the public purposes of the Au-
thority.
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thority.
Now, THEREFORE, THE ALAMEDA PUBLIC FINANCING AUTHORITY DOES HEREBY
RESOLVE as follows:
Section 1. Approval of Purchase and Sale of Series 2004 Notes, Note Purchase Con-
tract and Related Documents. The Authority hereby authorizes and approves the issuance, sale
and delivery of the Series 2004 Notes to the Underwriter pursuant to and in accordance with P w�.th the
provisions of a Note Purchase Contract by and among the Authority, Alameda P &T and the Un-
derwriter (the "Note Purchase Contract "), so long as the aggregate principal amount of the Bonds
does not exceed $33,000,000. The Authority hereby approves the Note Purchase Contract in the
form on file with the Secretary. The Authority hereby authorizes and directs the Executive Di-
rector to execute and deliver the Note Purchase Contract in such form, together with any changes
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therein or additions thereto deemed advisable by the Executive Director upon consultation with
the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced
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by the execution of such document by the Authority. The Authority hereb y authorizes the deliv-
ery and performance by the Authority of the Note Purchase Contract, the Series 2004 Notes, the
Indenture of Trust, dated as of March 1, 2004, by and among the Authority, APIC Alameda
P &T and U.S. Bank National Association, as trustee, and such other documents, instruments,
certificates and agreements as are contemplated thereby.
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Section 2. Official Actions. The Chairman, the Executive Director, the Treasurer, the
Secretary and any and all other officers of the Authority are hereby authorized and directed, for
and in the name and on behalf of the Authority, to do any and all things and take any and all ac-
tions, including 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, uance, sale
and delivery of the Series 2004 Notes and all other transactions contemplated by this Resolution.
Section 3. Effective Date. T1usResojution 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
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adopted and passed by the Board of Directors of the Alameda Public Financing Authority in a
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Special Joint City Council, Alameda Public Improvement Corporation and Alameda Public
Financing Authority meeting assembled on the 17th day of February, 2004, by the following vote to
wit:
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AYES: Boardmembers Gilmore, Matarrese and Chair Johnson - 3.
NOES: Boardmembers Da so and Kerr - 2.
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ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Authority this 18th day of February, 2004.
-01/2/1-o
(A1)--A-0
Lara Weisiger, Secretary
Alameda. Public Financing uthority