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APIC Resolution 95-50 ref ALAMEDA PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 95 -5 APPROVING LEASE AND LEASEBACK OF MUNICIPAL PROPERTY IN CONNED i 1ON WITH ISSUANCE OF CERTIFICATES OF PARTICIPATION TO PROVIDE FINANCING FOR PUBLIC IMPROVEMENTS BY THE CITY OF ALAMEDA, TO BE FUNDED FROM PROCEEDS OF CER 1 "1HCATES OF PARTICIPATION IN THE AG GREGA'1 E, PRINCIPAL AMOUNT OF NOT TO EXCEED $11, 545, 000 AND APPROVING RELATED AGREEMENTS AND AC:1 "IONS WHEREAS, the City of Alameda (the "City ")wishes to undertake the seismic renovation and repair of its City Hall (the "Improvements "); 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 Improvements; and WHEREAS, in order to provide the required financing, the Corporation has proposed to acquire the existing City Hall (the "Property ") from the City, pursuant to a Site Lease.dated as of May 1, 1995, by and between the City as lessor and the Corporation as lessee (the "Site Lease ") and to sublease the Property back to the City pursuant to a Lease Agreement dated as 0 of May 1, 1995, by and between the Corporation as sublessor and the City as sublessee (the "Lease Agreement "); and WHEREAS, in order to provide funds to enable the Corporation to complete the v Improvements the Corporation proposes to assign and transfer to The Bank of New York Trust Company of California, as trustee (the "Trustee "), certain of its rights under the Lease Agreement pursuant to the Assignment Agreement dated as of May 1, 1995; and in consideration of such assignment and the execution of the Trust Agreement dated as of May 1, 1995, by and among the City, the Corporation and the Trustee (the "Trust Agreement "), the Trustee has agreed to execute and deliver Certificates of Participation in the maximum principal amount of not -to- exceed $11, 545, 000each evidencing a direct, undivided fractional interest in the Lease Payments to be paid by the City under the Lease Agreement (the "Certificates "); 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 Improvements, 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 Site Lease. The Corporation hereby approves the lease of the Property by the Corporation from the City pursuant to the Site Lease in substantially the faun on file with the Secretary together with any changes therein or additions thereto deemed advisable by the President or Treasurer, and execution thereof by the President or Treasurer shall be conclusive evidence of his or her approval of any such changes or additions. The Corporation hereby authorizes and directs the President or Treasurer to execute, and the Secretary to attest and affix the seal of the Corporation to, said form of the Site Lease for and in the name of the Corporation. The lease of the Property by the City to the Corporation shall be upon the terms and conditions set forth in the Site Lease. Section 2. Approval of Lease Agreement. The Corporation hereby approves the sublease of the Property by the Corporation back to the City pursuant to the Lease Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the President or Treasurer, and execution thereof by the President or Treasurer shall be conclusive evidence of his or her approval of any such changes or additions. The Corporation hereby authorizes and directs the President or Treasurer to execute, and the Secretary to attest and affix the seal of the Corporation to, said form of the Lease Agreement for and in the name of the Corporation. The sublease of the Property by the City back to the Corporation shall be upon the terms and conditions set forth in the Lease Agreement. Section 3. Approval of Assignment Agreement. The Corporation hereby approves the Assignment Agreement in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by the President or Treasurer, and execution thereof by the President or Treasurer shall be conclusive evidence of his or her approval of any such changes or additions. The Corporation hereby authorizes and directs the President or Treasurer to execute, and the Secretary to attest and affix the seal of the Corporation to, said font of the Assignment Agreement for and in the name of the Corporation. Section 4. Approval of Trust Agreement. The Corporation hereby approves 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 Treasurer, and execution thereof by the President or Treasurer shall be conclusive evidence of his or her approval of any such changes or additions. The Corporation hereby authorizes and directs the President or 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 5. Official Statement. Kelling, Northcross & Nobriga, Inc., as Financial Advisor to the City and the Corporation, has caused to be prepared and has presented to the Corporation a preliminary form of Official Statement describing the Certificates. The Corporation hereby approves such preliminary Official Statement, and hereby authorizes the President or Treasurer to deem such preliminary Official Statement final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934 except for permitted omissions. Distribution of such preliminary Official Statement by the Financial Advisor to prospective bidders is hereby ratified and approved. The Corporation hereby authorizes the distribution of the final Official Statement by the purchaser of the Certificates. Section 6. Official Actions. The President, Treasurer, Secretary and any and .all other officers of the Corporation are hereby authorized and directed, for and in the name and on behalf of the Corporation, 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 order to consummate any of the transactions contemplated by the documents approved pursuant to this Resolution. Section 7, Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. -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 at a special meeting assembled on the 2nd day of May , 1995, by the following vote to wit: AYES: Directors Arnerich, DeWitt, Lucas, Mannix, and President Appezzato - 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 3rd day of May , 1995. ne B. Felsch, Secretary Alameda Public Improvement Corporation