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APFA Resolution 96-4ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO, 96 -4 AUTHORIZING ISSUANCE AND SALE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $18,000,000 FOR THE PURPOSE OF FINANCING ACQUISITION OF REFUNDING MELLO- ROOS BONDS TO BE ISSUED BY THE CITY OF ALAMEDA AND APPROVING RELATED AGREEMENTS AND ACTIONS WHEREAS, the City Council of the City of Alameda (the "City Council ") has conducted proceedings under and pursuant to the Mello -Roos Community Facilities Act of 1982, as amended (the "Act "), to form the City of Alameda Community Facilities District No. 1 (Harbor Bay) (the "District "), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by said special taxes to finance certain facilities; and WHEREAS, the City Council, as legislative body of the District, authorized the issuance of bonds of the City for the District in the original principal amount of $17,000,000 designated City of Alameda Community Facilities District No. 1 (Harbor Bay) Special Tax Bonds (the "Prior Bonds "), the Prior Bonds having been issued in 1989 pursuant to the Act and Resolution No..11735 of the City Council; and WHEREAS, the City Council has determined that due to favorable interest rates, it is in the best interests of the City and the District that the Prior Bonds be refunded; and WHEREAS, in order to refinance the Prior Bonds on advantageous terms and conditions the City has requested the Alameda Public Financing Authority (the "Authority ") to issue its revenue bonds (the "Bonds ") and to use the proceeds thereof to acquire bonds of the City issued to refinance the Prior Bonds (the "Refunding Bonds "); and WHEREAS, the Authority is authorized to issue the Bonds for such purpose under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Bond Law "); and WHEREAS, the Board of Directors of the Authority wishes at this time to authorize all proceedings relating to the issuance of the Bonds to acquire the Refunding Bonds, and to approve the execution and delivery of all agreements and documents relating thereto. NOW, THEREFORE, BE IT RESOLVED, that: Section 1. Findings and Determinations. Pursuant to the Bond Law, the Board of Directors hereby finds and determines that the issuance of the Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the City within the contemplation of Section 6586 of the Bond Law. Section 2. Issuance of Bonds; Approval of Indenture. The Board of Directors hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum principal amount of $18,000,000. The Bonds shall be issued pursuant to an Indenture of Trust (the "Indenture ") by and between the Authority and the trustee named therein. The Board of Directors hereby approves the Indenture in the form on file with the Secretary. The Board of Directors hereby authorizes and directs the Chairman, Executive Director or Treasurer to execute and deliver, and the Secretary to attest and affix the seal of the Authority to, the Indenture in such form, together with any changes therein or additions thereto deemed advisable by such signing officer, the execution by such signing officer of the Indenture to constitute conclusive evidence of his or her approval of any such changes or additions. The Board of Directors hereby authorizes the delivery and performance of the Indenture. Section 3. Purchase of Refunding Bonds. The Board of Directors hereby authorizes and approves the purchase of the Refunding Bonds by the Authority from the City pursuant to and in accordance with the provisions of the Bond Purchase Agreement by and between the City and the Authority (the "Community Facilities District Bond Purchase Agreement "). The Board of Directors hereby approves the Community Facilities District Bond Purchase Agreement in the form on file with the Secretary. The Board of Directors hereby authorizes and directs the Chairman, Executive Director or Treasurer to execute said form of the Community Facilities District Bond Purchase Agreement together with any changes therein or additions thereto deemed advisable by such officer, the execution by such officer of the Community Facilities District Bond Purchase Agreement to constitute conclusive evidence of his or her approval of any such changes or additions. The Board of Directors hereby authorizes the delivery and performance of the Community Facilities District Bond Purchase Agreement. Section 4. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds by negotiation with Prager, McCarthy & Sealy (the "Underwriter ") pursuant to the Bond Purchase Agreement (the "Authority Bond Purchase Agreement ") by and between the Authority and the Underwriter in the form on file with the Secretary. The Chairman, Executive Director or Treasurer is hereby authorized and directed to execute and deliver the Authority Bond Purchase Agreement in such form, together with any changes therein or additions thereto approved by such officer, such officer's execution thereof to conclusive evidence of his approval of any such additions and changes. The Authority Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by the Chairman, Executive Director or Treasurer upon submission of a proposal by the Underwriter to purchase the Bonds; provided, however, that such proposal is acceptable to such signing officer and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than 1.75% of the par amount of the Bonds and the principal amount of the Bonds shall not exceed $18,000,000. Section 5. Approval of Official Statement. The Board of Directors hereby approves, and hereby deems nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement relating to the Bonds, in the form on file with the Secretary. The Underwriter is hereby authorized to distribute the Official Statement (in preliminary and in final form) in connection with the sale of the Bonds. The Chairman, Executive Director or Treasurer is hereby authorized and directed to (a) execute and deliver to the purchaser of the Bonds a certificate deeming the preliminary Official -2- Statement to be nearly final prior to the sale of the Bonds, (b) approve any changes in or additions to cause such Official Statement to be put in final form, and (c) execute said final Official Statement for and in the name and on behalf of the Authority. Section 6. Appointment of Bond Counsel and Disclosure Counsel. The firm of Jones Hall Hill & White, A Professional Law Corporation, is hereby designated as Bond Counsel and disclosure counsel to the Authority for the Bonds. The City Attorney is hereby authorized to execute an agreement with said firm for its services with respect to the Bonds, substantially in the form of the agreement on file with the Secretary. Section 7. 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 issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 8. Effective Date. This Resolution shall take effect upon its adoption by this 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 special meeting assembled on the 4th day of June, 1996, by the following vote to wit: AYES: NOES: ABSENT: Boardmembers Arnerich, DeWitt, Lucas, Mannix and Chairman Appezzato - 5. None. None. ABSTENTIONS: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said Authority this 5th day of June , 1996. / Secretary of the Alameda Public Financing Authority -3-