ARRA Resolution 33ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY
RESOLUTION NO. 33
APPROVING AN ASSIGNMENT AGREEMENT BY AND BETWEEN THE
ALAMEDA REUSE AND REDEVELOPMENT AUTHORITY AND THE
ALAMEDA PUBLIC FINANCING AUTHORITY IN CONNECTION WITH
THE ISSUANCE BY THE ALAMEDA PUBLIC FINANCING AUTHORITY
OF ITS REVENUE BONDS TO FINANCE AND REFINANCE THE
ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF
VARIOUS CAPITAL IMPROVEMENTS TO ALAMEDA POINT (THE
FORMER ALAMEDA NAVAL AIR STATION) AND APPROVING RELATED
DOCUMENTS AND OFFICIAL ACTIONS
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 irnprovernents for the City of Alameda (the "City the Alameda
z Public Financing Authority (the Authority) has heretofore issued its Alameda. Public Financin
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Authority Variable Rate Demand Revenue Bonds, 1999 Series A (Alameda Point and City of
Alameda Improvement Project), in the aggregate principal amount of $10,000,000 (the "1999
t Bonds and
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WHEREAS, for the purpose of providing funds to (i) refund the 1999 Bonds, ii finance
the acquisition, construction installation and equipping of various additional capital
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improvements to Alameda Point (the "Improvements'') (iii) capitalize interest on the Bonds for
tlu ee years, and (iv) capitalize recurring fees for three .years, the Author' ra oses to issue its
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Alameda Public Financing Authority Variable Rate Demand Revenue Bonds, 2003 Series .A.
(Alameda Point Improvement Project), in the aggregate principal amount of not -to- exceed
$10,000 (the "Series A Bonds and its Alameda Public Financing Authority Taxable
Variable Rate Demand Revenue Bonds, 2003. Series B. (Alameda Point
improvement Proj ect), in
the aggregate principal amount of not to exceed $5,000,000. (the "Series B Bonds" and, with the
Series A Bonds, the "Bonds and
WHEREAS, in order to provide for the repayment of the Bonds, the Authority will pledge
certain revenues, derived primarily from rentals paid to ARRA for certain land, buildings,
fixtures and equipment leased by ARRA to certain subtenants (the "Sublease Revenues 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, Union Bank of California, N.A. (the "Bank will issue an irrevocable
direct -pay letter of credit concurrently with the delivery of the Bonds (the "Letter of Credit
pursuant to a reimbursement agreement, by and between the Authority and ARRA and the Bank-
(the "Reimbursement Agreement assuring payment of the principal of and interest on the
Bonds by the Authority, as well as assuring that funds will be available for the redemption of
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bonds or for the purchase of Bonds tendered or deemed tendered by the owners thereof to the
Trustee, as tender agent (the "Tender Agent's), in accordance with the p rovisions of the
Indenture; and
WHEREAS, the California State Teachers Retirement System (the "Confirming Bank
will issue a stand -by letter of credit concurrently with the delivery of the Bonds pursuant to a
confirmation agreement, by and between the Bank and the Confirming Bank, assuring payment
of the principal of and interest on the Bonds by the Authority, as well as assuring that funds will
be available for the redemption of Bonds or for the purchase of Bonds tendered or deemed
tendered by the owners thereof to the Tender Agent in accordance with. the provisions of the
Indenture, upon failure of the Bank to perform under the Letter of Credit; 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, BE IT RESOLVED, by the Board of Directors (the "Boards') of the
Alameda Reuse and Redevelopment Authority ("ARRA"), as follows:
Section 1. The Board hereby approves each of the following agreements required to
implement the financing plan to be accomplished by the Bonds, in substantially the respective
forms 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.
(a) an assignment agreement, by and between ARRA and the Authority, pursuant to
which ARRA will assign the Sublease Revenues to the Authority; and
(b) the Reimbursement Agreement.
The Executive Director or the Treasurer is hereby authorized and directed for and in the
name and on behalf of the Authority to execute, and the Secretary is hereby authorized and
directed to attest and affix the seal of the Authority to, the final form of each of the fore oin
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agreements. The Board hereby authorizes the delivery and performance of the foregoing
agreements.
Section 2. 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
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 there, 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.
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Section 3. This Resolution shall tale effect from and after the date of its final passage
and adoption.
1, 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 2nd day of December, 2003, by the following
vote of the members thereof:
AYES: 5
NOES: D
ABSTAIN: 0
ABSENT: 0
Date: December 4, 2003
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