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APFA Resolution 10-21ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO.10-21 APPROVING REVISED DOCUMENTS RELATED TO LOCAL AGENCY REFUNDING REVENUE BONDS (HARBOR BAY CFD AND MARINA VILLAGE AD), AND AUTHORIZING ACTIONS IN CONNECTION THEREWITH WHEREAS, on June 15, 2010, the Board of Directors of the Alameda Public Financing Authority (the "Authority") adopted Resolution No. 10-20 (the "Prior Resolution") authorizing the sale and issuance of bonds of the Authority (the "Bonds") the proceeds of which are to be used to purchase two series of bonds (the "Local Obligations") of the City of Alameda (the "City") and thereby provide funds to refund the outstanding City of Alameda Community Facilities District No. 1 (Harbor Bay) 1996 Special Tax Refunding Bonds (the "Prior CFD Bonds") and the outstanding Limited Obligation Improvement Bonds, City of Alameda, Marina Village Assessment District 89-1, Series 89-1 (the "Prior Assessment Bonds"), resulting in lower future special tax levies on homeowners in the City's Community Facilities District No. 1 (Harbor Bay) and lower future assessment levies on properties in the City's Marina Village Assessment District 89-1; and WHEREAS, the Prior Resolution approved and authorized the execution and delivery of various documents related to the sale and issuance of the Bonds, including an Indenture, a Notice of Intention, an Official Notice of Sale and a Preliminary Official Statement (collectively, the "Bond Documents"); and WHEREAS, in order to obtain the most favorable credit ratings for the Bonds resulting in lower interest rates for the Bonds, City Staff and the co- financial advisors to the Authority for the Bonds have determined that it is necessary to revise the Bond Documents to allow for two series of the Bonds to be issued, a senior series and a subordinate series; and WHEREAS, there are on file with the Secretary of the Authority revised drafts of Bond Documents, and the Board of Directors now desires to approve the revised Bond Documents and to authorize their execution and delivery so that the Bonds may be sold and issued at the lowest possible cost to the Authority. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALAMEDA PUBLIC FINANCING AUTHORITY as follows: Section 1. The Indenture, the Notice of Intention and the Official Notice of Sale, in the respective forms on file with the Secretary (collectively, the "Revised Bond Documents"), are hereby approved and the Executive Director is hereby authorized and directed to execute the Revised Bond Documents in the forms hereby approved, with such additions therein and changes thereto as the Executive Director, upon consultation with the City Attorney and Bond Counsel, deems necessary or desirable, with such approval to be conclusively evidenced by the execution and delivery of the Revised Bond Documents by the Authority. Section 2. The revised Preliminary Official Statement for the Bonds, in the form on file with the Secretary, is hereby approved and distribution of the revised Preliminary Official Statement to prospective purchasers of the Bonds in such form, together with such additions thereto and changes therein as are determined necessary or desirable by the Executive Director of the Authority, upon consultation with the City Attorney and Disclosure Counsel, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 of the Securities and Exchange Commission, is hereby authorized. The Executive Director of the Authority is hereby authorized to execute a final Official Statement in the form of the revised Preliminary Official Statement, together with such changes as are determined necessary by the Executive Director, upon consultation with the City Attorney and Disclosure Counsel, to make the Official Statement complete and accurate as of its date. The distribution of the final Official Statement for the Bonds and any supplement thereto to the purchasers of the Bonds following its execution by the Authority is hereby authorized. Section 3. Section 10 of the Prior Resolution is hereby amended and restated to read as follows: The firms of Sequoia Financial Group LLC and Westhoff, Cone & Holmstedt are hereby designated as Co-Financial Advisors to the Authority with respect to the Authority Bonds. The Executive Director is hereby authorized to enter into agreements with said firms for its services as Co-Financial Advisors, said agreements to be in a form acceptable to the Executive Director and the City Attorney." Section 4. Except for the approval of the Revised Bond Documents, the approval of the revised Preliminary Official Statement, and the amendment and restatement of Section 10 of the Prior Resolution, as provided for in Sections 1, 2 and 3 above, the terms and provisions of the Prior Resolution are hereby affirmed. The Board of Directors hereby specifically affirms its direction in the Prior Resolution to the effect that no award of the Bonds or sale of the Bonds shall occur unless the present value savings of the debt service on the Bonds is at least six percent (6%) when compared to the remaining scheduled aggregate debt service on the Prior CFD Bonds and the Prior Assessment Bonds. Section 5. The Chair, Vice Chair, Secretary, Executive Director and Treasurer of the Authority and any other officers or staff of the Authority are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Bonds, the purchase of the 2010 CFD Bonds and the 2010 Reassessment Bonds (as such terms are defined in the Prior Resolution) with proceeds of the Bonds, and the refunding and defeasance of the 1996 Bonds -2- and the 1999 Bonds (as such terms are defined in the Prior Resolution) in accordance with the documents approved by this Resolution, In the event that the Executive Director of the Authority is unavailable to sign any document authorized for execution herein or in the Prior Resolution, the written designee of the Executive Director may sign such document. Section 6. This Resolution shall take effect upon its adoption by the Board of Directors. I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Board of Directors of the Alameda Public Financing Authority in a Special Joint City Council, Alameda Public Financing Authority, Alameda Reuse and Redevelopment Authority and Community Improvement Commission meeting on the 24th day of June, 2010, by the following vote to wit: AYES: Board members deHaan, Gilmore, Matarrese and Chair Johnson — 4. NOES: None. ABSENT: None. ABSTENTIONS: Board member Ta IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Authority this 25th day of June, 2010. Lara Weisiger, Se ary Alameda Public F cing Authority