APIC Resolution 96-7ALAMEDA PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 9 6 - 7
APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF
CERTAIN LEASE FINANCING DOCUMENTS, AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
WHEREAS, the City of Alameda (the "City ") is proposing to proceed with the lease
financing of certain property (the "Project ") and it is in the public interest and for the public
benefit and the benefit of the City that the Alameda Public Improvement Corporation (the
"Corporation ") authorize and direct execution of certain financing documents in connection
therewith; and
WHEREAS, the documents below specified have been filed with the Board or Directors
of the Corporation which, with the aid of its staff, has reviewed said documents;
NOW, THEREFORE, BE IT RESOLVED, that:
Section 1. The below - enumerated documents be and are hereby approved, and the
President, Vice President, Treasurer or Executive Director is hereby authorized and directed to
execute said documents, with such changes, insertions and omissions as may be approved by
such official, and the Secretary or any Assistant Secretary is hereby authorized and directed to
attest to such official's signature:
(a) a termination agreement, by and among the City, the Corporation and First Trust of
California, National Association (the "Trustee "), as successor trustee for the Prior Certificates,
relating to the termination of the lease agreement and certain other documents relating to the
Prior Certificates;
(b) a site and facility lease relating to the Project, by and between the City, as lessor,
and the Corporation, as lessee;
(c) a lease agreement relating to the Project, by and between the Corporation, as lessor,
and the City, as lessee (the "Lease Agreement ");
(d) a trust agreement relating to the financing of the Project and the execution and
delivery of certificates of participation in the lease payments to be made by the City under the
Lease Agreement (the "Certificates "), by and among the Trustee, the Corporation and the City;
and
(e) an assignment agreement, by and between the Corporation and the Trustee, pursuant
to which the Corporation will assign to the Trustee its rights under the Lease Agreement.
Section 2. The President, Vice President, the Executive Director, the Treasurer, the
Secretary, any Assistant Secretary, counsel to the Corporation and other appropriate officers of
the Corporation, are hereby authorized and directed to execute such other documents and
certificates as may be necessary to effect the purposes of this resolution and the lease financing
herein authorized.
Section 3. This resolution shall take effect immediately.
* * * * * * * *
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 regular meeting assembled on the 4th day of June, 1996, by the following vote to
wit:
AYES:
NOES:
A BSENT:
ABSTENTIONS:
Boardmembers Arnerich, DeWitt, Lucas, Mannix
and Chairman Appezzato - 5.
None.
None.
None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
said City this 5th day of June , 1996.
retary of the Alameda Public
Improvement Corporation