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APIC Resolution 94-4ALAMEDA PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 94 -4 APPROVING INSTALLMENT SALE OF STREET IMPROVEMENTS TO THE CITY OF ALAMEDA, AUTHORIZING EXECUTION OF RELA fhD INSTALLMENT SALE AGREEMENT AND TRUST AGREEMENT, AND APPROVING DELIVERY AND SALE OF NOT TO EXCEED $4,000,000 PRINCIPAL AMOUNT OF CERTIFICATES OF PARTICIPATION AND RELA1 'ED MA'T'ERS WHEREAS, the City of Alameda (the "City ") has determined to undertake an accelerated program for the design, acquisition and construction of certain public street improvements (the "Street Facilities ") and the City wishes to finance such acquisition and construction from motor vehicle fuel tax revenues received by the City from the State of California; and WHEREAS, the Alameda Public Improvement Corporation (the "Corporation ") has been formed for the purpose of assisting the City in the financing of facilities and property useful to the City, and the City has requested the Corporation to assist it in financing the acquisition and construction of the Street Facilities; and WHEREAS, to that end, the Corporation has proposed to acquire and construct the Street Facilities and to sell the completed Street Facilities to the City pursuant to that certain Installment Sale Agreement dated as of April 1, 1994 (the "Installment Sale Agreement ") by and —1 between the Corporation as seller and the City as purchaser, and for the purpose of obtaining the{ moneys required to finance the acquisition and construction of the Street Facilities by the Corporation in accordance with the terms of the Installment Sale Agreement, the Corporation further proposes to assign and transfer certain of its rights under the Installment Sale Agreement- to Bank of America National Trust and Savings Association, as trustee (the "Trustee "), and in consideration of such assignment and the execution of the Trust Agreement dated as of April 1, 1994 (the `Trust Agreement ") by and among the City, the Corporation and the Trustee, the Trustee has agreed to eecute and deliver Certificates of Participation in the aggregate principal amount of not to exceed $4.000,000 (the "Certificates "), each evidencing a direct, undivided interest in the Installment Payments to be made by the City under and as defined in the Installment Sale Agreement; and WHEREAS, the firm of Miller & Schroeder Financial, Inc. (the "Underwriter ") has proposed to purchase and underwrite the Certificates and has presented to the City and the Corporation a form of Certificate Purchase Agreement to be entered into among the City, the Corporation and the Underwriter (the "Purchase Agreement "); and WHEREAS, the Board of Directors of the Corporation wishes at this time to authorize all proceedings relating. to the issuance and sale of the Certificates for the purpose of financing the acquisition and construction of the Street Facilities, and the execution and delivery of all agreements and documents relating thereto; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Alameda Public Improvement Corporation as follows: Section 1. Approval of Installment Sale Agreement. The Board hereby approves the installment sale of the Street Facilities by the Corporation to the City in the aggregate principal amount of not to exceed $4,000,000 pursuant to and in accordance with the terms and provisions of the Installment Sale Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the President or the Treasurer, whose execution thereof shall be conclusive evidence of approval of any such changes or additions. The Board hereby authorizes and directs the President or the Treasurer to execute, and the Secretary to attest and affix the seal of the Corporation to, said form of the Installment Sale Agreement for and in the name of the Corporation. The schedule of Installment Payments set forth as an appendix to the Installment Sale Agreement shall conform to the schedule of principal and interest payments represented by the Certificates, determined pursuant to Section 3 hereof. Section 2. Delivery of Certificates; Approval of Trust Agreement. The Board hereby approves execution and delivery of the Certificates in the aggregate principal amount of not to exceed $4,000,000 pursuant to the Trust Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the President or the Treasurer, whose execution thereof shall be conclusive evidence of approval of any such changes or additions. The Board hereby authorizes and directs the President or the Treasurer to execute, and the Secretary to attest and affix the seal of the Corporation to, said form of the Trust Agreement for and in the name of the Corporation. Section 3. Sale of Certificates. The Board of Directors hereby approves the sale of the Certificates to the Underwriter pursuant to the Purchase Agreement in substantially the foini on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Treasurer, whose execution thereof shall be conclusive evidence of such approval. The Treasurer is hereby authorized and directed for and in the name and on behalf of the Corporation to execute the final form of the Purchase Agreement. The Certificates shall be substantially as described in the form of Official Statement on file with the Secretary and hereinafter approved. The purchase price to be paid for the Certificates by the Underwriter shall be at least ninety - seven percent (97 %) of the par value thereof, and the net effective rate of interest represented by the Certificates shall not exceed six and one -half percent (6 -1/2 %) per annum. 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 Certificates in substantially the form submitted by the Underwriter and on file with the Secretary. The President or the Treasurer is hereby authorized, at the request of the Underwriter, 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 is hereby approved. The President or the Treasurer is hereby authorized and directed to approve any changes in or additions to the preliminary Official Statement and to a final form of said Official Statement, and the execution thereof by such person 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 Corporation by the President or the Treasurer. Section 5. Official Actions. The President, the Treasurer, the Secretary and all other officers of the Corporation are each authorized and directed in the name and on behalf of the Corporation to make any and all assignments, certificates, requisitions, agreements, notices. consents, instruments of conveyance, warrants and other documents, including but not limited to agreements for the engagement with the special counsel and financial advisor referred to herein, which they or any of them might deem necessary or appropriate in order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Whenever -2- in this resolution any officer of the Corporation 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 approval and adoption thereof. 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 at a special meeting assembled on the 15th day of February , 1994, by the following vote to wit: AYES: Directors Appezzato, Arnerich, Lucas, Roth and President Withrow 5. NOES: None. ABSENT: None, ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Corporation this 16th day of February , 1994. Xve( ane B. elsch, Secretary Alameda Public Improvement Corporation