APFA Resolution 99-7ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 9 9 —7
AUTHORIZING THE ISSUANCE AND SALE OF A SERIES OF REVENUE BONDS
IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $10,000,000 TO
FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION AND
EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS TO ALAMEDA POINT (THE
FORMER ALAMEDA NAVAL AIR STATION) AND TO FINANCE THE
ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF VARIOUS
CAPITAL IMPROVEMENTS FOR THE CITY OF ALAMEDA AND APPROVING
RELATED DOCUMENTS AND OFFICIAL ACTIONS
RESOLVED, by the Board of Directors (the "Board ") of the Alameda Public Financing
Authority (the "Authority" ), as follows:
WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing
under and pursuant to that certain Joint Exercise of Powers Agreement, dated March 17, 1992, by and
between the City of Alameda (the " City") and the City of Alameda Community Improvement
Commission (the " Commission" and, with the City, the " Members" ), and under the provisions of
Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the
California Government Code (the " Act" ), and is authorized pursuant to Article 4 (commencing with
section 6584) of the Act (the "Bond Law ") to borrow money for the purpose of financing the acquisition
of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including
the Members, and to provide financing for public capital improvements of public entities, including the
Members; and
WHEREAS, for the purpose of providing funds to finance the acquisition, construction,
installation and equipping of various capital improvements to Alameda Point (the former Alameda Naval
Air Station) and to finance the acquisition, construction, installation and equipping of various capital
improvements for the City of Alameda (the "Improvements"), the Authority has determined to issue its
Alameda Public Financing Authority Variable Rate Demand Revenue Bonds, 1999 Series A (Alameda
Point and city of Alameda Improvement Project), in the aggregate principal amount of not-to-exceed
$10,000,000 (the "Bonds"); and
WHEREAS, in order to provide for the repayment of the Bonds, the Authority will pledge
,certain revenues, substantially derived from rentals paid to the Alameda Reuse and Redevelopment
Authority (" ARRA ") for certain land, buildings, fixtures and equipment leased by ARRA to certain
subtenants (the " Subtenant Rentals"), which rentals have been assigned by ARRA to the City and which
have been further assigned by the City to the Authority, which revenues will be calculated to be
sufficient to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds
when due and payable; and
WHEREAS, the Bonds will be issued under the Bond Law, and an Indenture of Trust (the
" Indenture" ), by and between the Authority and a trustee bank to be selected by competitive process (the
" Trustee" ); 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. Issuance of Bonds: Approval of Indenture. The Board hereby authorizes the issuance
of the Bonds in the aggregate principal amount of not to exceed $10,000,000 under and pursuant to the
Bond Law and the Indenture, for the purpose of providing funds to enable the Authority to finance the
Improvements. The Board hereby approves the Indenture in substantially the form on file with the
Secretary together with any changes therein or additions thereto approved by the Executive Director or
the Treasurer, whose execution thereof shall be conclusive evidence of such approval. The Executive
Director or the Treasurer is hereby authorized and directed to execute, and the Secretary is hereby
authorized and directed to attest, the Indenture for and in the name of the Authority. The Board hereby
authorizes the delivery and performance of the Indenture.
Section 2. Approval of Related Financing Documents. The Board hereby approves each of the
following agreements required to implement the financing plan to be accomplished by the Bonds, in
substantially the respective forms on file with the Secretary together with any changes therein or
additions thereto approved by the Executive Director or the Treasurer, whose execution thereof shall be
conclusive evidence of such approval.
(a) an assignment agreement, by and between the City and the Authority, pursuant to which the
City will assign the Subtenant Rentals (previously assigned by ARRA to the City) to the Authority;
(b) a reimbursement agreement, by and between the Authority and Union Bank of California,
N.A., as issuer of a direct pay letter of credit securing the payment of principal of and interest on the
Bonds and providing a liquidity facility for Bonds tendered but not remarketed, including the
acknowledgment of State Teachers' Retirement System, as confiliuing bank; and
(c) a remarketing agreement, by and between the Authority and a remarketing agent for the
Bonds to be selected by competitive process.
The Executive Director or the Treasurer is hereby authorized and directed for and in the name
and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest
and affix the seal of the Authority to, the final folio of each of the foregoing agreements. The Board
hereby authorizes the delivery and perfoi uiance of the foregoing agreements.
Section 3. Sale of Bonds. The Board hereby approves the negotiated sale of the Bonds to an
underwriting firm to be selected by competitive process (the "Underwriter ") pursuant to the terms and
conditions set forth in a bond purchase contract, by and between the Underwriter and the Authority (the
"Purchase Contract "), substantially in the form on file with the Secretary, together with any additions
thereto or changes therein as may be deemed necessary or advisable by the Executive Director or the
Treasurer, whose execution thereof shall be conclusive evidence of such approval, so long as the
principal amount of Bonds sold does not exceed $10,000,000 and so long as the Underwriter's discount
for the Bonds does not exceed 1 %. The Executive Director or the Treasurer is hereby authorized and
directed for and in the name and on behalf of the Authority to execute the final form of Purchase
Contract. The Board hereby authorizes the delivery and performance of the Purchase Contract.
Section 4. Official Statement. The Board 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 (the "Preliminary Official Statement ") in substantially the form on file with the
Secretary. The Executive Director or the Treasurer is hereby authorized to execute an appropriate
certificate stating the Board's determination that the Preliminary Official Statement has been deemed
nearly final within the meaning of such Rule. Distribution of the Preliminary Official Statement by the
Underwriter in connection with the sale of the Bonds is hereby approved. The Executive Director or the
Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of
official statement (the "Final Official Statement"), and the execution thereof by an authorized officer of
the Authority shall be conclusive evidence of approval of any such changes and additions. The Board
hereby authorizes the distribution of the Final Official Statement by the Underwriter. The Final Official
Statement shall be executed in the name and on behalf of the Authority by the Executive Director or the
Treasurer.
Section 5. Official Actions. 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
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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 as described herein.
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 6. Effective Date. This Resolution shall take effect from and after the date of its passage
and 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 special
meeting assembled on the 17th day of August , 1999, by the following vote to wit:
AYES: Boardmembers Daysog, DeWitt, Johnson, Kerr and
Chair Appezzato - S.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Authority this 18th day of August , 1999.
Diahe Felsch, Secretary
Alameda Public Financing Authority