APIC Resolution 04-11ALAMEDA PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO.0 4 -11
APPROVING, AUTHORIZING AND DIRECTING THE NEGOTIATION, EXECUTION,
SALE AND DELIVERY OF CERTAIN REVENUE BOND ANTICIPATION INSTALLMENT
SALE FINANCING DOCUMENTS WITH ALAMEDA POWER & TELECOM (AS THE
BUREAU OF ELECTRICITY ACTING BY AND FOR THE CITY OF ALAMEDA) TO BE
DELIVERED IN CONNECTION WITH AMENDMENTS AND AGREEMENTS RELATED
TO THE CONTINUED DEVELOPMENT, CONSTRUCTION, FINANCING AND
OPERATION OF THE CITYWIDE HYBRID FIBER OPTIC- COAXIAL BROADBAND
TELECOM SYSTEM AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH
RESPECT THERETO
WHEREAS, Alameda Power & Telecom (being the City of Alameda (the "City"), acting
by and through its Bureau of Electricity, or "Alameda P &T "), working together with the
Alameda Public Improvement Corporation ("APIC") and the Alameda Public Financing
Authority (the "Authority") has authorized the acquisition, construction, development, financing
and operation of a citywide hybrid fiber optic- coaxial broadband telecom system (the "Telecom
System ") pursuant to resolutions including, without limitation, Resolution No. 2000 -9 of APIC
adopted January 18, 2000 (the "Prior Resolution "); and
WHEREAS, pursuant to the Prior Resolution, APIC assisted Alameda P &T in arranging
for the financing of the Telecom System, in part through the sale and delivery of certificates of
participation in installment payments as set forth therein; and
WHEREAS, the City has heretofore granted Alameda P &T a franchise to build and
operate the Telecom System, which among other things requires that the Telecom System serve
the entire area of the City; and
WHEREAS, in connection with the continued development, construction and operation
of the Telecom System, and the repayment and refinancing of certain obligations due on or
before May 31, 2004, as and to the extent heretofore provided, and in anticipation of the
completion of the Telecom System and the ultimate refinancing of the Telecom System based on
future net operating revenues available from the ownership and operation of the Telecom System,
Alameda P &T, working together with APIC and the Authority, proposes that (a) the Authority
negotiate, execute, sell and deliver revenue bond anticipation notes (the "Series 2004 Notes ")
payable from an installment sale agreement by and between APIC and Alameda P &T in an
initial aggregate principal amount of not to exceed $33,000,000, and (b) to obtain advances from
the proceeds of outstanding bonds constituting loan repayments to the City's general fund which
are required to be expended for eligible capital projects of the City in an aggregate principal
amount of not to exceed $2,200,000 (the "Advances "); and
WHEREAS, the Series 2004 Notes and the Advances, together with obligations under or
in connection with the Telecom System which are permitted to remain outstanding after May 31,
2004, are to be repaid in accordance with their temis from any or all of the following sources:
(a) the proceeds of obligations which may be issued or incurred in whole or in part for the
purpose of refinancing the Telecom System, (b) available revenues from the operation of the
Telecom System or (c) proceeds of any sale, lease, transfer or other disposition of the Telecom
System or any portion thereof which may hereafter be authorized by Alameda P &T with the
approval of the City; and
WHEREAS, it is in the public interest and for the public benefit that Alameda P &T,
working with the Authority and APIC, authorizes and directs the negotiation, execution and
delivery of the Series 2004 Notes and the Installment Sale Agreement and certain other financing
documents and Telecom System amendments and agreements in connection therewith;
NOW, THEREFORE, BE IT RESOLVED that this Board of Directors of the Alameda
Public Improvement Corporation hereby ORDERS AND DETERMINES as follows:
SECTION 1. This Board hereby finds and determines, on the basis of feasibility studies,
market analysis, experience gained by Alameda P &T through the development, construction and
operation of the Telecom System to date, customer acceptance of services of the Telecom
System in areas in which the Telecom System is currently operational and other information
made available to it, that it is in the public interest for APIC to assist Alameda P &T and the
Authority in connection with the negotiation, execution and delivery of such amendments and
agreements, including without limitation the Series 2004 Notes and the related installment sale
agreement, in order to provide for the continued development, construction, financing and
operation of the Telecom System.
SECTION 2. The President of this Board, the Executive Director, Treasurer and all
other appropriate officials of APIC are hereby authorized and directed, subject to the limitations
hereinabove recited, to execute such other agreements, documents and certificates as may be
necessary to effect the purposes of this resolution and the financing herein authorized.
SECTION 3. This Resolution shall take effect, upon its adoption by this Board.
2
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 Improvement Corporation in a
Special Joint City Council, Alameda Public Improvement Corporation and Alameda Public
Financing Authority meeting assembled on the 17th day of February, 2004, by the following vote to
wit:
AYES:
NOES:
ABSENT:
Boardmembers Gilmore, Matarrese and Chair Johnson - 3.
Boardmembers Daysog and Kerr — 2.
None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Authority this 18th day of February, 2004.
Lara Weisiger, Secretary)
Alameda Public Improvement Corporation