Resolution 14287CITY OF ALAMEDA RESOLUTION NO. 14287
AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AND TRUST AGREEMENT RELATED TO THE PARTIAL PREPAYMENT AND
DEFEASANCE OF THE ALAMEDA PUBLIC FINANCING AUTHORITY'S SERIES
2004 REVENUE BOND ANTICIPATION NOTES (ALAMEDA POWER &
TELECOM), AND APPROVING RELATED DOCUMENTS AND ACTIONS
WHEREAS, the Alameda Public Financing Authority (the "Authority ") has issued
its Alameda Public Financing Authority Series 2004 Revenue Bond Anticipation Notes
(Alameda Power & Telecom) (the "Notes ") pursuant to an Indenture of Trust, made and
entered into as of April 21, 2004 (the "Indenture "), by and among the Authority, the
Alameda Public Improvement Corporation, Alameda Power & Telecom (being the City
of Alameda acting by and through its Bureau of Electricity and referred to below as the
"City "), and U.S. Bank National Association, as trustee (the "Trustee "); and
WHEREAS, proceeds of the Notes were used to provide financing for the
Telecom System (as defined in the Indenture); and
WHEREAS, the City now desires to sell the Telecom System and has obtained
the consents of some of the owners of the Notes (the "Consenting Noteowners ") to the
sale of the Telecom System and to the partial prepayment of the Notes beneficially
owned by the Consenting Noteowners (the "Prepayable Notes "); and
WHEREAS, the City has determined that, in order to sell the Telecom System
free of any encumbrance in favor of the owners of the Notes that have not provided
consents to the sale of the Telecom System (the "Nonconsenting Noteowners "), the City
must legally defease the Notes owned by the Nonconsenting Noteowners (the
"Nonprepayable Notes "); and
WHEREAS, in order to provide for the partial prepayment of the Prepayable
Notes and the defeasance of the Nonprepayable Notes, special bond counsel to the
City has prepared an Escrow Deposit and Trust Agreement (the "Escrow Agreement ")
to be executed by the City, the Trustee, as Escrow Bank and the Authority, and the City
Council now desires to approve the Escrow Agreement and to authorize its execution
and delivery, and the execution and delivery of any related documents, so that the sale
of the Telecom System can be completed.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Approval of Escrow Agreement. The City Council hereby approves the
Escrow Agreement, in the form on file with the City Clerk together with any changes
therein or additions thereto approved by the City Manager, upon consultation with the
City Attorney and Special Bond Counsel to the City, and the City Manager's execution
thereof shall be conclusive evidence of such approval. The City Manager is hereby
authorized and directed for and in the name and on behalf of the City to execute the
final form of the Escrow Agreement, The City Council hereby authorizes the delivery
and performance of the Escrow Agreement.
Section 2. Official Actions. The City Manager, City Clerk, City Attorney and any
and all other officers of the City (including the General Manager of Alameda Power &
Telecom) are hereby authorized and directed, for and in the name and on behalf of the
City, 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 give effect to the
transactions contemplated by the Escrow Agreement and otherwise complete the sale
of the Telecom System. Whenever in this resolution any officer of the City 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. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
I, the undersigned, hereby certify that the foregoing Resolution was duly and
regularly adopted and passed by the Council of the City of Alameda during the Special
Meeting of the City Council and the Alameda Public Financing Authority on the 18th day
of November, 2008, by the following vote to wit:
AYES: Councilmembers deHaan, Gilmore, Matarrese, Tam
and Mayor Johnson - 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of
said City this 19th day of November, 2008.
Lara Weisiger, Cit jerk
City of Alameda