Loading...
CIC Resolution 92-5911051 -01 JHHW:BDQ:ncc CITY OF ALAMEDA COMMUNITY IMPROVEMENT COMMISSION, RESOLUTION NO. 92 -59 0207192 0304/92 03116+92 RESOLUTION AUTHORIZING THE BORROWING OF FUNDS FROM THE ALAMEDA PUBLIC FINANCING AUTHORITY IN THE AMOUNT OF NOT TO EXCEED $3,000,000 RELATING TO THE CITY OF ALAMEDA COMMUNITY IMPROVEMENT COMMISSION'S WEST END COMMUNITY IMPROVEMENT PROJECT, AUTHORIZING AND DIRECTING EXECUTION OF A RELATED LOAN AGREEMENT AND ESCROW AGREEMENT, APPROVING THE SALE OF BONDS AND AN OFFICIAL STATEMENT, AND AUTHORIZING OFFICIAL ACTIONS RESOLVED, by the City of Alameda Community Improvement Commission (the "Commission "), as follows: WHEREAS, the City of Alameda (the "City ") and the Commission have heretofore entered into a Joint Exercise of Powers Agreement, dated March 17, 1992, 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 and the Commission; and WHEREAS, the Authority proposes at this time to issue its Alameda Public Financing Authority 1992 Revenue Bonds, Series A (West End Community Improvement Project- Housing Increment Loan) in an aggregate principal amount of not to exceed $3,000,000 (the "Bonds ") for the purpose of providing funds to make a loan to the Commission in an aggregate principal amount of not to exceed $3,000,000 for the acquisition of land and buildings related to the provision of low and moderate income housing with respect to the Commission's West End Community lwrovement Project (the "Loan "); and WHEREAS, Miller & Schroeder Financial Inc. (the "Underwriter ") has been directed to prepare a preliminary official statement containing information material to the offering and sale of the Bonds; and WHEREAS, the Commission has duly considered such transactions and wishes at this time to approve said tras of the Commission; NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Approval of Loan. The Commission hereby authorizes and approves the Loan to be made to the Commission by the Authority from the proceeds of the Bonds. The Loan shall be made pursuant to and in accordance with the terms of a loan agreement, dated as of April 1, 1992, by and between the Commission and the Authority (the "Loan Agreement "). The Commission hereby approves the Loan Agreement in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairman or the Executive Director. The Chairman or the Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Commission to, the final form of the Loan Agreement for and in the name and on behalf of the Commission. The proceeds of the Loan shall be applied by the Commission for the purposes and in the amounts as set forth in the Loan Agreement. The Commission hereby authorizes the delivery and performance of the Loan Agreement. Section 2. DefeasancP of 1985 Bonds. The Commission hereby authorizes and approves the application of a portion of the proceeds of the Loan to the defeasance of the Commission's outstanding West End Community Improvement Project 1985 Tax Allocation Bonds (the "1985 Bonds "). Section 3. Approval of Escrow A9reem ?nt. The Commission hereby approves an escrow deposit and trust agreement, to be dated the date of delivery of the Bonds, by and between the Commission and Security Pacific National Bank, as trustee for the 1985 Bonds and as escrow bank (the "Escrow Agreement "), in substantially the form on file with the Secretary together with any additions thereto or changes therein deemed necessary or advisable by the Chairman or the Executive Director. The Chairman or the Executive Director is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and affix the seal of the Commission to, the final form of the Escrow Agreement for and in the name and on behalf of the Commission. The Commission hereby authorizes the delivery and performance of the Escrow Agreement. Section 4. Sale of Bonds. The Commission hereby approves the sale of the Bonds by the Authority by negotiation with the Underwriter. A bond purchase agreement, by and among the Underwriter, the Authority and the Commission, pursuant to which the Underwriter agrees to purchase the Bonds, be and the same is hereby approved, and the Chairman or the Executive Director is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such official, so long as the aggregate principal amount of Bonds does not exceed $3,000,000 and so long as the Underwriter's discount does not exceed 1.7 %. Section 5. Official Statement. The Commission hereby approves the Preliminary Official Statement describing the financing, in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Chairman or the Executive Director. The Commission authorizes and directs the Executive Director, on behalf of the Commission, to deem "final" pursuant to Rule 15c2 -12 under the Securities Exchange Act of 1934 (the "Rule ") the Preliminary Official Statement prior to its distribution by the Underwriter. The Underwriter, on behalf of the Commission, is authorized and directed to cause the Preliminary Official Statement be distributed to such municipal bond broker - dealers, to such banking institutions and to such other persons as may be interested in purchasing the Bonds therein offered for sale. The Chairman or the Executive Director is authorized and directed to cause the Preliminary Official Statement to be brought into the form of a final official statement (the "Final Official Statement ") and to execute said Final Official Statement, dated as of the date of the sale of the Bonds, and a statement that the facts contained in the Final Official Statement, and any supplement or amendment thereto (which shall be deemed an original part thereof for the purpose of such statement) were, at the time of sale of the Bonds, true and correct in all material respects and that the Final Official Statement did not, on the date of sale of the Bonds, and does not, as of the date of delivery of the Bonds contain any untrue statement of a material fact with respect to the Commission or omit to state material facts with respect to the Commission required to be stated where necessary to make any statement made therein not misleading in the light of the circumstances under which it was made. The Chairman or the Executive Director shall take such further actions prior to the signing of the Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof. The execution of the Final Official Statement, which shall include such changes and additions thereto deemed advisable by the Chairman or the Executive Director and such information permitted to be excluded from the Preliminary Official Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final Official Statement by the Commission. The Final Official Statement, when prepared, is approved for distribution in connection with the offering and sale of the Bonds. Section 6.Official Actions. The Chairman, the Executive Director, the Secretary and any and all other officers of the Commission are hereby authorized and directed, for and in the name and on behalf of the Commission, 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, -2- consents, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the making of the Loan as described herein. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. ************** I hereby certify that the foregoing Resolution was duly adopted by the City of Alameda Community Improvement Commission at a scheduled meeting thereof, held on the 17th day of March, 1992, by the following vote of the Commission: AYES: Commissioners Arnerich, Camicia, Lucas, Roth and Chairman Withrow - 5. NOES: None. ABSENT: None. ABSTAINED: None. -3- By Secretary