APFA Resolution 99-6ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 99-6
AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS
IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED
$39,000,000 FOR THE PURPOSE OF REFINANCING 1997 REVENUE
BONDS (MARINA VILLAGE ASSESSMENT DISTRICT BOND
REFINANCING), AND APPROVING RELATED DOCUMENTS AND
AC HO NS
WHEREAS, the Alameda Public Financing Authority (the "Authority") has previously
issued its Alameda Public Financing .Authority 1997 Revenue Bonds (Marina Village
Assessment District Bond Refinancing) in the aggregate principal amount of $37,850,000 (the
"1997 Bonds") for the purpose of acquiring three issues of the bonds (collectively, the
"Assessment Bonds") issued by the City of Alameda (the "City"), consisting of (a) the City of
Alameda Improvement Bonds, Marina Village Assessment District No. 84-3, Series 86-1
(Reassessment and Refunding for 1986), (b) the City of Alameda Improvement Bonds, Marina
Village Assessment District No 84-3, Series 86-2, and (c) the City of Alameda Limited
Obligation Improvement Bonds, City of Alameda, Marina Village Assessment District 89-1,
Series 89-1; and
WHEREAS, in order to realize additional interest rate savings the Authority has
determined to issue its Alameda Public Financing Authority 1999 Revenue Bonds (1997
Revenue Bond Refinancing) in the aggregate principal amount of not to exceed $39,000,000 (the
"Bonds") for the purpose of providing funds to refinance the 1997 Bonds; and
WHEREAS, the Authority is authorized to issue the Bonds pursuant to Articles 10 and
11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code,
commencing with Section 53570 of said 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 and to approve related documents and
actions;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Alameda Public
Financing Authority as follows:
Section 1. Authorization of Bonds. The Board of Directors hereby authorizes the
issuance of Bonds in the maximum aggregate principal amount of $39,000,000 under the Bond
Law, for the purpose of refinancing the outstanding 1997 Bonds in full.
Section 2. Approval of Financing Documents. The Board of Directors hereby approves
each of the following documents relating to the Bonds in substantially the respective forms on
file with the Secretary together with any changes therein or additions thereto deemed advisable
by the Treasurer, and the execution thereof by the Executive Director or the Treasurer (each, an
"Authorized Officer") shall be conclusive evidence of such approval:
(a) Indenture of Trust dated as of January 1, 1999, by and between the
Authority and U.S. Bank Trust National Association, as trustee, authorizing the
issuance of the Bonds and prescribing the teims and conditions thereof.
(b) 1997 Bond Redemption Agreement dated as of January 1, 1999, by
and between the Authority and U.S. Bank Trust National Association, as trustee
for the 1997 Bonds, providing for the deposit and application of funds for the
purpose of refinancing the 1997 Bonds.
(c) Amended and Restated Agreement Relating to Assessment Bond
Refunding, dated as of January 1, 1999, by and among the Authority, the City of
Alameda and the City of Alameda Community Improvement Commission (the
"Commission "), relating to the remittance of all savings from the refinancing to
the Commission and the use of such savings by the Commission, and securing the
repayment of non -asset Bonds.
The Board of Directors hereby authorizes and directs an Authorized Officer to execute,
and the Secretary to attest and affix the seal of the Authority to, the final form of each of the
foregoing documents. The Board of Directors hereby authorizes the delivery and performance
by the Authority of each of the foregoing documents.
Section 3. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds
by negotiation with Stone & Youngberg LLC (the "Underwriter "). The Bonds shall be sold
pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the
Authority and the Underwriter in the form on file with the Secretary, together with any changes
therein or additions thereto approved by the Treasurer, provided that the execution thereof by
an Authorized Officer shall be conclusive evidence of the approval of any such additions and
changes. The Bond Purchase Agreement shall be executed hi the name and on behalf of the
Authority by the Treasurer upon submission of a proposal by the Underwriter to purchase the
Bonds; provided, however, that such proposal is acceptable to the Treasurer and is consistent
with the requirements of this Resolution. The amount of Underwriter's discount shall be not
more than one and one -half percent (1 -1 /2 %) of the par amount of the Bonds and the true
effective rate of interest to be borne by the Bonds (taking into account any original issue
discount on the sale thereof) shall not exceed five and three-quarters percent (5 -3/4 %) per
annum.
Section 4. 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 describing the Bonds in substantially the form on file with the
Secretary. The Treasurer is hereby authorized to execute an appropriate certificate stating the
Board of Directors' determination that the Preliminary Official Statement has been deemed
nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement
in connection with the sale of the Bonds is hereby approved. The Treasurer is hereby
authorized and directed to approve any changes in or additions to a final form of said Official
Statement, and the execution thereof by the Treasurer shall ` be conclusive evidence of the
approval of any such changes and additions. The Board of Directors hereby authorizes the
distribution of the final Official Statement by the purchaser of the Bonds. The final Official
Statement shall be executed in the name and on behalf of the Authority by the Treasurer.
Section 5. Appointment of Bond Counsel. The firm of Jones Hall, A Professional Law
Corporation is hereby appointed as Bond Counsel in connection with the Bonds, and the Board
of Directors hereby authorizes the Treasurer to execute, and the Secretary to attest, an
Agreement For Legal Services with said firm in the form on file with the Treasurer.
Section 6. Official Actions. The Chairman, the Executive Director, the Treasurer, the
Secretary, the Authority Attorney 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
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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 7. Effective Date. This Resolution shall take effect from and after the date of its
passage and adoption.
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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 5th day of January , 1999, by the following vote to wit:
AYES:
Boardmembers Daysog, DeWitt, Johnson, and
Chair Appezzato - 4.
NOES: None.
ABSENT: Boardmember Kerr - 1..
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Authority this 6th day of January , 1999.
Diane Felsch, Secretary
Alameda Public Financing Authority