APIC Resolution 13-12ALAMEDA PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 13-12
RESOLUTION APPROVING THE FORM AND AUTHORIZING THE
EXECUTION OF A TERMINATION AGREEMENT IN CONNECTION
WITH THE REFUNDING BY THE CITY OF ALAMEDA OF ITS 2002
CERTIFICATES OF PARTICIPATION (CITY HALL REFINANCING
PROJECT) AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS
WITH RESPECT THERETO
RESOLVED, by the Board of Directors (the "Board") of the Alameda Public
Improvement Corporation (the "Corporation"), as follows:
WHEREAS, the City of Alameda (the "City"), working together with the
Corporation, has heretofore caused the execution and delivery of the $11,370,000 2002
Certificates of Participation (City Hall Refinancing Project) (the "2002 Certificates")
evidencing and representing the fractional undivided interests of the owners thereof in
lease payments to be made by the City as the rental for certain property pursuant to a
lease agreement with the Corporation to refund certain certificates of participation
executed and delivered in 1995 to finance the seismic upgrade and renovation of
Alameda City Hall; and
WHEREAS, the 2002 Certificates are currently outstanding in the principal
amount of $7,395,000; and
WHEREAS, the City has determined at this time, due to prevailing interest rates
in the municipal bond market and for other reasons, to refinance its obligations with
respect to the 2002 Certificates; and
WHEREAS, it is in the public interest and for the public benefit that the
Corporation authorize and direct execution of termination agreements in connection
therewith; and
WHEREAS, the documents below specified have been filed with the Authority
and the members of the Board, with the aid of its staff, have reviewed said documents.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. A termination agreement, by and among the City, The Bank of New
York Mellon Trust Company, N.A., as trustee for the 2002 Certificates (the "2002
Trustee"), and the Corporation, whereby the City, the Corporation and the 2002 Trustee
agree to terminate the documents relating to the 2002 Certificates, in the form on file
with the Secretary, be and is hereby approved, and the President, the Executive
Director or the Treasurer, or any designee thereof, is hereby authorized and directed to
execute said document, with such changes, insertions and omissions as may be
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approved by such official, the execution thereof to be conclusive evidence of such
approval, and the Secretary is hereby authorized and directed to attest to such official's
signature.
Section 2. The President, the Executive Director, the Treasurer, the Secretary
and other officials of the Authority are hereby authorized and directed to execute such
other agreements, documents and certificates and to take such other actions as may be
necessary to affect the purposes of this resolution and the lease financing herein
authorized.
Section 3. This Resolution shall take effect upon its adoption by the Board.
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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
Improvement Corporation in a regular meeting assembled on the 17th day of
September, 2013, by the following vote to wit:
AYES: Members Chen, Daysog, Ezzy Ashcraft, Tam and Chair
Gilmore — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
said Corporation this 18th day of September, 2013.
Lara Weisiger, Sec
Alameda Public Im
Corporation
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r vement