APFA Resolution 11-23ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO.
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALAMEDA
PUBLIC FINANCING AUTHORITY AUTHORIZING THE PURCHASE AND
SALE OF TAX ALLOCATION HOUSING REVENUE BONDS OF THE
COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF
ALAMEDA, AND APPROVING OTHER MATTERS RELATED THERETO
WHEREAS, the City of Alameda (the "City ") and the Community
Improvement Commission of the City of Alameda (the "010 ") have entered into
a Joint Exercise of Powers Agreement, dated as of March 17, 1992 (the
"Agreement ") creating the Alameda Public Financing Authority (the "Authority ");
and
WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of
the Government Code of the State of California (the "Law ") and Section 4.01 of
the Agreement, the Authority is authorized to purchase bonds issued by the
010 and, pursuant to the Law and the Agreement, the Authority is further
authorized to sell bonds so purchased to public or private purchasers by means
of public or negotiated sales; and
WHEREAS, in order to assist the CIC with (a) its proposed assistance to
the Housing Authority of the City of Alameda in connection with the acquisition
and rehabilitation of the property located at 2428 Central Avenue it the City,
and (b) the refinancing of the CIC's obligations under a Loan Agreement, dated
as of April 1, 1 992 (the "1 992 Loan Agreement "), between the CIC and the
Authority, the Authority desires to purchase from the CIC not to exceed
$12,000,000 aggregate initial principal amount of the CIC's tax allocation
housing bonds (the "Bonds "), with the purchase price to be paid solely from the
proceeds received from the Authority's concurrent sale of the Bonds to an
investment banking firm to be selected by the Acting Executive Director of the
CIC (the "Underwriter "); and
WHEREAS, the 010 has caused a purchase contract for the Bonds to be
submitted to the Authority for approval, and the Authority now desires to
approve the purchase contract and any other documents necessary for the
purchase and sale of the Bonds as provided below.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE ALAMEDA PUBLIC FINANCING AUTHORITY as
follows:
Section 1. Findings and Determinations. Pursuant to the Law, the
Board of Directors of the Authority hereby finds and determines that the
issuance of the Bonds and the purchase and sale thereof by the Authority will
result in savings in effective interest rates, bond underwriting costs and bond
issuance costs and thereby result in significant public benefits to the CIC and
the Authority within the contemplation of Section 6586 of the Law.
Section 2. Approval of Bond Purchase Contract. The proposed
purchase contract for the Bonds (the "Bond Purchase Agreement "), by and
among the CIC, the Authority and the Underwriter, in the form on file with the
Secretary of the Authority, is hereby approved. The Acting Executive Director
of the Authority is hereby authorized and directed, for and in the name and on
behalf of the Authority, to accept the request that the Authority purchase the
Bonds from the CIC and to accept the offer of the Underwriter to purchase the
Bonds from the Authority, each subject to the terms and conditions of the Bond
Purchase Agreement, and to execute and deliver the Bond Purchase
Agreement in the form on file with the Secretary, together with such additions
thereto or changes therein as may be approved by the Acting Executive
Director upon consultation with the Acting General Counsel and Bond Counsel;
provided, however that the net interest cost of the Bonds shall not exceed
10.0%, and the Underwriter's discount (without regard to any original issue
discount) shall not be more than 3.0% of the principal amount of the Bonds.
The final principal amount of the Bonds shall be the amount set forth in the
executed Bond Purchase Agreement, not to exceed $12,000,000. The
approval of any additions or changes in such form of the Bond Purchase
Agreement shall be conclusively evidenced by the execution and delivery by
the Acting Executive Director of the Authority of the Bond Purchase Agreement.
Section 3. Official Action. The Chair, the Vice Chair, the Acting
Executive Director, the Treasurer and the Secretary of the Authority, and any
and all other officers of the Authority, are hereby authorized and directed, for
andand in the name am nn bbehalf of the nthority to do any and a!! thingc and
in the 1 td l l 4i 1 1 1 V' 1 1 <rE u t 1 .+ 1 1 1 t iJ 1 41 1 ti.+ ■■ .A 4 � I i L , L u '�.+ at �� is � � a„.� � � ti. p i t i s.+ a.[ i� vw
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
purchase and sale of the Bonds as described herein. Whenever in this
Resolution any officer of the Authority is authorized to execute any document or
take any action, such execution 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 shalt be absent or unavailable.
Section 4. Effective Date. This Resolution shall take effect upon
adoption.
1, the undersigned, hereby certify that the foregoing Resolution was duly and
regularly adopted and passed by the Board of Directors of the Alameda Public Financing
Authority in a Regular Alameda Public Financing Authority meeting on the 61h day of April,
2011, by the following vote to wit:
AYES: Board members Bonta, deHaan, Johnson, Tam and
Chair Gilmore 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF,1 have hereunto set my hand and affixed the official seal of said
Authority this 7th day of April, 2011.
Lara Weisiger, Secret
Alameda Public Financ Authority