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APFA Resolution 03-14ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 0 3 -14 AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS BY THE ALAMEDA PUBLIC FINANCING AUTHORITY IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $15,000,000 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, the Authority is a joint exercise of powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated March 17, 1992, by and between the City of Alameda (the "City") and the City of Alameda Community Improvement Commission (the "Commission" and, with the City, the "Members"), and under the provisions of Articles 1 through 4 (commencing with section 6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act "), and is authorized pursuant to Article 4 (commencing with section 6584) of the Act (the "Bond Lae') to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to, public entities, including the Members, and to provide financing for public capital improvements of public entities, including the Members; and 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 Authority has heretofore issued 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 $10,000,000 (the "1999 Bonds "); and 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 improvements to Alameda Point (the "Improvements "), (iii) capitalize interest on the Bonds for three years, and (iv) capitalize recurring fees for three years, the Authority proposes to issue its 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 $10,000,000 (the "Series A Bonds "), and its Alameda Public Financing Authority Taxable Variable Rate Demand Revenue Bonds, 2003 Series B (Alameda Point Improvement Project), 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 the Alameda Reuse and Redevelopment Authority ( "ARRA ") for certain land, buildings, fixtures and equipment leased by ARRA to certain subtenants (the "Sublease Revenues"), which rentals have been assigned by ARRA to the Authority, 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, the Bonds will be issued under the Bond Law, and an Indenture of Trust (the "Indenture "), by and between the Authority and Union Bank of California, N.A. (the "Trustee "); 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 Bonds or for the purchase of Bonds tendered or deemed tendered by the owners thereof to the Trustee, as tender agent (the "Tender Agent "), in accordance with the provisions 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 the Authority. NOW, THEREFORE, BE IT RESOLVED, by the Board of Directors (the "Board ") of the Alameda Public Financing Authority (the "Authority"), as follows: Section 1. Issuance of Bonds; Approval of Indenture. The Board hereby authorizes the issuance of the Bonds in the aggregate principal amount of not to exceed $15,000,000 under and pursuant to the Bond Law and the Indenture, for the purpose of providing funds to enable the Authority to (i) refund the 1999 Bonds, (ii) finance the Improvements, (iii) capitalize interest on the Bonds for three years, and (iv) capitalize recurring fees for three years,. The Board hereby approves the Indenture 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. The Executive Director or the Treasurer is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest, the Indenture for and in the name of the Authority. The Board hereby authorizes the delivery and performance of the Indenture. Section 2. Approval of Related Financing Documents. 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; (b) the Reimbursement Agreement; and (c) a remarketing agreement, by and between the Authority and J.P. Morgan Securities Inc., as remarketing agent for the Bonds. 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 foregoing agreements. The Board hereby authorizes the delivery and performance of the foregoing agreements. Section 3. Sale of Bonds. The Board hereby approves the negotiated sale of the Bonds to J.P. Morgan Securities Inc., as underwriter (the "Underwriter ") pursuant to the terms and conditions set forth in a bond purchase contract, by and between the Underwriter and the Authority (the "Purchase Contract "), substantially in the form on file with the. Secretary, together with any additions thereto or changes therein as may be deemed necessary or advisable by the Executive Director or the Treasurer, whose execution thereof shall be conclusive evidence of such approval, so long as the principal amount of Bonds sold does not exceed $15,000,000 and so long as the Underwriter's discount for the Bonds does not exceed 2 %. The Executive Director or the Treasurer is hereby authorized and directed for and in the name and on behalf of the Authority to execute the final form of the Purchase Contract. The Board hereby authorizes the execution, delivery and performance of the Purchase Contract. Section 4. Official Statement. The Board hereby approves, and hereby deems final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the official statement describing the Bonds (the "Official Statement ") in substantially the form on file with the Secretary. The Executive Director or the Treasurer is hereby authorized to execute an appropriate certificate stating the Board's determination that the Official Statement has been deemed final within the meaning of such Rule. Distribution of the Official Statement by the Underwriter in connection with the sale of the Bonds is hereby approved. The Official Statement shall be executed in the name and on behalf of the Authority by the Executive Director or the Treasurer. Section 5. Official Actions. The Executive Director, the Treasurer, the Secretary and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, 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 the Authority 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 6. 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 Board of Directors of the Alameda Public Financing Authority in a Special Joint Alameda Reuse and Redevelopment Authority and Alameda Public Financing Authority meeting assembled on the 2nd day of December, 2003, by the following vote to wit: AYES: Boardmembers Gilmore, Matarrese and Chair Johnson - 3. NOES: Boardmembers Daysog and Kerr - 2. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Authority this 3rd day of December, 2003. Lara Weisiger, Secre Alameda Public Financing Authority