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ARRA Resolution 24ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 24 APPROVING AN ASSIGNMENT AGREEMENT BY AND BETWEEN THE AUTHORITY AND THE CITY OF ALAMEDA IN CONNECTION WITH THE ISSUANCE BY THE ALAMEDA PUBLIC FINANCING AUTHORITY OF ITS REVENUE BONDS TO FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS TO ALAMEDA POINT (THE FORMER ALAMEDA NAVAL AIR STATION) AND TO FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF VARIOUS CAPITAL IMPROVEMENTS FOR THE CITY OF ALAMEDA AND APPROVING RELATED DOCUMENTS AND OFFICIAL ACTIONS RESOLVED, by the Board of Directors (the "Board") of the Alameda Meuse and Redevelopment Authority ARRA"), as follows: WHEREAS, for the purpose of providing funds to finance the acquisition construction, installation and equipping of various capital improvements to Alameda Point (the former Alameda Naval Air Station) and to finance the acquisition, construction, installation and equipping of various capital improvements for the City of Alameda (the "Improvements"), the Alameda Public Financing Authority (the Authority has determined to issue its Alameda Public Financing Authority Variable Rate Demand Revenue Bonds, 1999 Series A (Alameda Point and City of Alameda Improvement Project), in the aggregate principal amount of not -to- exceed $1 0,000,000 (the Bonds"); and WHEREAS, in order to provide for the repayment of the Bonds, the Authority will pledge certain revenues, substantially derived from rentals paid to ARRA for certain land, buildings, fixtures and equipment leased by ARRA to certain. subtenants (the Subtenant Rentals"), which revenues will be calculated to be sufficient to enable the Authority to pay the principal of and interest and premium (if any) on the Bonds when due and payable; and WHEREAS, it is necessary and desirable for ARRA to assign its right to receive the Subtenant Rentals to the City of Alameda, for subsequent assignment by the City to the Authority, to secure the Bonds; and WHEREAS, the Board has duly considered such transactions and wishes at this time to approve said transactions in the public interests of ARRA. NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows: Section 1. The Board hereby approves an assignment agreement, by and between ARRA and the City, in substantially the form on file with the Secretary together with any changes therein or additions thereto approved by the Executive Director or the Treasurer, whose execution thereof shall be conclusive evidence of such approval, pursuant to which ARRA will assign the Subtenant Rentals to the City. Section Z. The Executive Director, the Treasurer, the Secretary and any and all other officers of ARRA are hereby authorized and directed, for and in the name and on behalf of ARRA, 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 the lawful issuance and sale of the Bonds as described herein. whenever in this resolution any officer of ARRA 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 3. This Resolution shall take effect from and after the date of its passage and adoption. I, the undersigned Secretary of the Alameda Reuse and Redevelopment Authority, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted by the Board of Directors of ARRA, at a meeting thereof on the 17th day of August, 1999, by the following vote of the members thereof: AYES: Boardmembers Daysog, DeWitt, Johnson, Kerr, Swanson, Alterna.te: Friedman and Chair Appezzato 7. NOES: None. ABSTAIN: None. ABSENT: Alternates Leonhardy and ornelas 2. ARRA Secretary Lucretia A. Akil -2-