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APFA Resolution 02-11ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 02 -11 APPROVING REVISED BOND FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO RESOLVED, by the Board of Directors (the `Board ") of the Alameda Public Financing Authority (the "Authority "), as follows: WHEREAS, on August 21, 2001, the Board adopted Resolution No. 01 -01 "Authorizing The Issuance of Revenue Bonds and the Purchase With the Proceeds of the Bonds of Special Tax Bonds of the City of Alameda and Tax Increment Bonds of the Community Improvement Commission of the City of Alameda, Approving An Indenture of Trust and Other Related Documents and Actions" (the "Prior Resolution "), which Prior Resolution approved various documents related to, and authorized the issuance of, three series of revenue bonds of the Authority (the "Authority Bonds ") for the purpose of providing funds to purchase (i) from the Community Improvement Commission of the City of Alameda (the "CIC "), the CIC's Business and Waterfront Improvement Project 2001 Tax Allocation Bonds (the "CIC Bonds "), and (u) from the City of Alameda (the "City "), the City's Community Facilities District No 4 (Demolition and Backbone Infrastructure - FISC and East Housing Sites) Special Tax Bonds, Series 2001 -A (the "CFD Bonds "); and WHEREAS, in connection with the negotiation of credit enhancement for the Authority Bonds and otherwise to ensure that the debt obligations will be marketed so as to achieve the most advantageous interest rates for the debt obligations on terms favorable to the Authority, the City and the CIC, various changes have been made to the documents approved by the Prior Resolution and some additional documents have been produced that are necessary to complete the transactions contemplated by the Prior Resolution;; and WHEREAS, the revised documents and the additional documents listed below are on file with the City CIerk, acting as Secretary of the Authority, and the Board, with the assistance of staff of the City and the CIC, has reviewed said documents and now desires to approve them so that the Authority Bonds can be issued and delivered as contemplated by the Prior Resolution and such documents. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. Approval of Documents and Transactions. The below- enumerated documents, in the forms on file with the Secretary, be and are hereby approved, and the Chairman and the Executive Director, each acting alone, are hereby authorized and directed to execute and deliver (where such execution and delivery is required by the Authority), for and on behalf of the Authority, said documents in such form together with any changes, insertions or deletions as may be approved by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval thereof to be conclusively evidenced by the execution and delivery by the Authority of the respective documents. The Secretary is hereby authorized and directed to attest such official's signature to such documents, where indicated by any such document. (a) Indenture of Trust, between the Authority and Union Bank of California, N.A., as trustee (the "Trustee ") for the Authority Series A and Series B Bonds; (b) Bond Purchase Agreement, among the Authority, the CIC, the City and E. J. De La Rosa & Co., Inc. (the "Underwriter ") related to the Authority Series A and Series B Bonds; (c) Bond Purchase Contract, between the Authority and the CIC; (d) Bond Purchase Contract, between the Authority and the City; (e) Preliminary Official Statement relating to the Authority Series A and the Series B Bonds (the "Preliminary Official Statement"); (f) Standby Purchase Agreement among First Union National Bank, as liquidity provider, the CIC and the Trustee; (g) ISDA Master Agreement relating to the interest rate swap for the Authority Series A and Series B Bonds, between AMBAC Financial Services, L.P. and the CIC and /or the Authority, along with the related Schedule and letter agreement; and (h) Remarketing Agreement, between the Authority and the Underwriter, as remarketing agent. Section 2. Other Actions Related to Official Statements. The Executive Director is hereby authorized and directed, for and m the name and on behalf of the Authority, to make changes to the Preliminary Official Statement prior to its ` dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final ` official statement (the "Official Statement ") including such additions thereto or changes therein as are recommended or approved by such officer upon consultation with the City Attorney and Bond Counsel. The Chairman and the Executive Director, each acting alone, are hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Authority Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Authority Bonds. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and the Preliminary Official Statement were deemed "final" as of their respective dates for purposes of Rule 15c2 -12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. Section 3. 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 Authority Bonds, the provision of bond insurance and liquidity support for the Authority Series A and the Series B Bonds, the purchase by the Authority of the CFD Bonds and the CIC Bonds, and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Section 4. Prior Resolution. Except as modified by this Resolution, the Prior Resolution is hereby affirmed. Section 5. Effective Date. This Resolution shall take effect from and after its adoption. 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, Community Improvement Commission, and Alameda Public Financing Authority meeting assembled on the 15th day of January, 2002, by the following vote to wit: AYES: Boardmembers Daysog, DeWitt, Johnson, Kerr and Chair Appezzato - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Authority this 16th day of January, 2002. Lara Weisiger, Secreta Alameda Public Financing Authority