APFA Resolution 92-211051 -01 JHHW:BDQ:ncc 02A)7h32
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ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. APFA 92 -2
RESOLUTION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $3,000,000
PRINCIPAL AMOUNT OF REVENUE BONDS RELATING TO THE CITY OF
ALAMEDA COMMUNITY IMPROVEMENT COMMISSION'S WEST END
COMMUNITY IMPROVEMENT PROJECT, AUTHORIZING AND DIRECTING
EXECUTION OF A RELATED INDENTURE OF TRUST AND LOAN
AGREEMENT, AUTHORIZING THE SALE OF BONDS, APPROVING AN
OFFICIAL STATEMENT AND AUTHORIZING OFFICIAL ACTIONS
RESOLVED, by the Board of Directors (the "Board ") of the Alameda Public Financing
Authority (the "Authority "), as follows:
WHEREAS, the City of Alameda (the "City ") and the City of Alameda Community
Improvement Commission (the "Commission ") have heretofore entered into a Joint Exercise of
Powers Agreement dated March 17, 1992, establishing 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 Improvement Project (the "Loan "); and
WHEREAS, the Bonds are to be issued pursuant to Article 4 (commencing with section
6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act "), and
pursuant to an Indenture of Trust, dated as of April 1, 1992 (the "Indenture "), by and between the
Authority and Bank of America National Trust and Savings Association, as trustee (the "Trustee ");
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 Board has duly considered such transactions and wishes at this time to
approve said transactions in the public interests of the Authority;
NOW, THEREFORE, IT IS HEREBY ORDERED AND DETERMINED, as follows:
Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds and
determines that the issuance of the Bonds will result in savings in effective interest rates, bond
underwriting and bond issuance costs and thereby results in significant public benefits to its
members within the contemplation of section 6586 of the Act.
Section 2. Issuance of Bonds. The Board hereby authorizes the issuance of the Bonds
under and pursuant to the Act and the Indenture in the aggregate principal amount of not to
exceed $3,000,000 for the purposes hereinbefore described. The Board hereby approves the
Indenture in substantially the form on file with the Secretary together with any additions thereto or
changes therein deemed necessary or advisable by the Executive Director. The Chairman, the
Treasurer 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 Authority to, the final
form of the Indenture for and in the name and on behalf of the Authority. The Board hereby
authorizes the delivery and performance of the Indenture.
Section 3. Approval of Loan. The Board hereby authorizes and approves the Loan to be
made by the Authority to the Commission from the proceeds of the Bonds. The Loan shall be
made pursuant to and in accordance with the terms of the Loan Agreement, dated as of April 1,
1992, by and between the Authority and the Commission (the "Loan Agreement "). The Board
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,
the Treasurer or the Executive Director. The Chairman, the Treasurer 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 Authority to, the final form of the Loan Agreement for and in the
name and on behalf of the Authority. The Board hereby authorizes the delivery and performance
of the Loan Agreement.
Section 4. Sale of Bonds. The Board 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 Agency, pursuant to which the Underwriter agrees to purchase
the Bonds, be and the same is hereby approved, and the Chairman, the Treasurer 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 Authority 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, the Treasurer
or the Executive Director. The Authority authorizes and directs the Executive Director, on behalf of
the Authority, 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 Underwnter.
The Underwriter, on behalf of the Authority, 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, the Treasurer 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 Authority or omit to state material facts with respect to the Authority 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, the Treasurer 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, the Treasurer 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 Authority.
The Final Official Statement, when prepared, is approved for distribution in connection
with the offering and sale of the Bonds.
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Section 6. 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
actions, 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 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.
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I hereby certify that the foregoing Resolution was duly adopted by the Alameda Public
Financing Authority at a scheduled meeting thereof, held on the 17th day of March, 1992, by the
following vote of the Authority:
AYES: Directors Arnerich, Carnicia, Lucas, Roth and
Chairman Withrow - 5.
NOES: None.
ABSENT: None.
ABSTAINED: None.
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By