Resolution 12756CITY OF ALAMEDA RESOLUTION NO. 12756
AUTHORIZING AMENDMENT NO. 1 TO TRUST INDENTURE
AND RELATED FINANCING DOCUMENTS
$2,250,000
CITY OF ALAMEDA
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(Park Street Landing Project)
Series 1986-A
WHEREAS, in connection with the above-captioned bonds
(the "Bonds") the City entered into a Trust Indenture (the "Trust
Indenture"), dated as of December 1, 1986, with Pacific Trust
Company, as Trustee, and the City issued the Bonds secured thereby
on December 19, 1986, a substantial principal amount of which
remain outstanding; and
WHEREAS, Section 901 of the Trust Indenture authorizes
the resignation or removal, appointment and acceptance of
appointment of the Trustee thereunder, and subsection (e) thereof
provides that the Trustee be a trust company or bank having the
powers of a trust company doing business and having a corporate
trust office in San Jose or San Francisco, California; and
(A,5 WHEREAS, Pacific Trust Company, with corporate trust
Z. office in San Jose, California, was succeeded by Meridian Trust
z-9
iComnany of California, with crporate trust office in San
Francisco, California, as successor Trustee, and. Meridian Trust
Company of California has proposed to resign as Trustee and
recommends the appointment of The Bank of New York Trust Company of
California, a member of a bank holding company system, with
corporate trust office in Los Angeles, California, as successor
Trustee under the Trust indenture, a copy of which recommendation,
in a letter dated January 13, 1995 attached to the Staff Report
presented to City Council, as well as a copy of the letter of
Pacific Trust Company, dated April 14, 1989, previously resigning
as Trustee; and
WHEREAS, statements in the letters confirm the increasing
(i) computerization of the corporate trust business; (ii) adjunct
nature of the corporate trust business to securities processing and
other more economically significant businesses that make intensive
use of computers, and (iii) specialization of certain banks in
these activities, and the fact that such banks recently
establishing California operations are successfully operating with
only a Los Angeles office; and
WHEREAS, Section 1002 of the Trust Indenture authorizes
modifications, amendments or supplementation of the Trust Indenture
not adversely affecting the interests of the holders of the Bonds,
with the consent of Union Bank, issuer of a letter of credit
securing the Bonds; and
WHEREAS, Amendment No. 1 to Trust Indenture, a copy which
is attached to the Staff Report presented to City Council, is
proposed to be executed by Meridian Trust Company of California and
consented to by Union Bank, which proposes to supplement Section
901(e) thereof by adding Los Angeles, California as a city in which
the Trustee may do business and have a corporate trust office and
by authorizing as Trustee a member of a bank holding company
system.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Alameda that:
1. Neither the addition of Los Angeles, California as
a city in which a successor Trustee under the Trust Indenture may
do business and have a corporate trust office nor the authorization
as Trustee of a member of a bank holding company system adversely
affects the interest of the holders of the Bonds.
2. Amendment No. 1 to the Trust Indenture is approved
and authorized, and the City Manager of the City is authorized to
execute and deliver the same on behalf of the City and the City
Clerk is authorized to attest thereto and affix the seal of the
City when (a) the same is also executed and delivered by Meridian
Trust Company of California, consented to by Union Bank and
acknowledged as to form by The Sank of New York Trust Company of
California and (b) the City shall have received an opinion of Bond
Counsel rendering the legal opinion on the Bonds upon original
issuance as required by Section 1005 of the Trust Indenture.
3. The City Manager is authorized to execute the
related financing documents referred to in the Staff Report dated
March 27, 1996.
4. Upon the execution and delivery of Amendment No. 1
to the Trust Indenture as provided by Paragraph 2 hereof, the
effectiveness of Amendment No. 1 to the Trust Indenture as of the
date of Meridian Trust Company's resignation as trustee is hereby
confirmed.
reso\trust.ind
I, the undersigned, hereby certify that the foregoing
Resolution was duly and regularly adopted and passed by the Council
of the City of Alameda in regular meeting assembled on the 2nd
day of April , 1996, by the following vote to wit:
AYES:
NOES:
ABSENT:
Councilmembers Arnerich, DeWitt, Lucas,
Mannix and President Appezzato - 5.
None.
None.
ABSENTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 3rd day of April , 1996.
Dian 1 B. Felsch, City Clerk
City of Alameda