APFA Resolution 10-22ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 1U-22
AUTHORIZING THE ISSUANCE AND SALE OF
REVENUE BONDS TO REFINANCE INSTALLMENT
PAYMENT OBLIGATIONS OF ALAMEDA MUNICIPAL
POWER, AND APPROVING RELATED DOCUMENTS
AND ACTIONS
WHEREAS, the City of Alameda (the "City") and the Community
Improvement Commission of the City of Alameda have heretofore entered into
a joint exercise of powers agreement establishing the Alameda Public
Financing Authority (the "Authority") for the purpose, among *others, of issuing
its bonds to be used to provide financial assistance to the City;
WHEREAS, Alameda Municipal Power, being the City acting by and
through its Bureau of Electricity ("Alameda Municipal Power"), has determined
that, due to prevailing financial market conditions and to meet certain financial
objectives, it is in the best interests of Alameda Municipal Power to refinance
certain outstanding installment payment obligations relating to Alameda
Municipal Power's electric system (the "Electric System");
WHEREAS, for the purpose of raising funds necessary to provide
financial assistance to Alameda Municipal Power to accomplish the refinancing,
the Authority proposes to authorize the issuance of its revenue bonds under the
provisions of Article 4 (commencing with section 6584) of Chapter 5 of Division
7 of Title 1 of the California Government Code (the "Act"), designated as the
Alameda Public Financing Authority Revenue Bonds, Series 2010A (Alameda
Municipal Power Refinancing) and Alameda Public Financing Authority Taxable
Revenue Bonds, Series 2010B (Alameda Municipal Power Refinancing)
(collectively, the "Bonds"), all pursuant to and secured by an indenture of trust
(the "Indenture"), by and between the Authority and U.S. Bank National
Association, as trustee (the "Trustee");
WHEREAS, in order to allow the Authority to participate in the
refinancing program, the Authority will acquire the Electric System from
Alameda Municipal Power pursuant to an acquisition agreement (the
"Acquisition Agreement") by and between the Authority and Alameda Municipal
Power;
WHEREAS, in order to provide for the repayment of the Bonds, the
Authority will sell the Electric System back to Alameda Municipal Power
pursuant to an installment sale agreement (the "Installment Sale Agreement"),
under which Alameda Municipal Power will agree to make installment payments
to the Authority payable from the net revenues of the Electric System which will
be calculated to be sufficient, in time and amount, to enable the Authority to
pay the principal of and interest and premium (if any) on the Bonds when due
and payable;
WHEREAS, the form of an official statement (the "Official Statement") to
be used in connection with the marketing of the Bonds, has been prepared;
WHEREAS, there has been prepared a form of bond purchase contract
for the Bonds (the "Bond Purchase Contract"), to be entered into among the
Authority, Alameda Municipal Power and JPMorgan Securities Inc. (the
"Underwriter"), pursuant to which the Underwriter will agree to purchase the
Bonds for reoffering to the public subject to the terms and conditions contained
therein; and
WHEREAS, the Board of Directors has duly considered the transactions
contemplated by the Indenture, the Bonds and the Installment Sale Agreement
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 OF THE ALAMEDA PUBLIC FINANCING AUTHORITY as
follows:
Section 1. Findings. Each of the above recitals is true and correct.
Pursuant to the Act, the Board of Directors hereby finds and determines that
the issuance of the Bonds will result in savings in effective interest rates, bond
underwriting costs, bond issuance costs and reduce interest rate risk, and
thereby result in significant public benefits to its members within the
contemplation of Section 6586 of the Act.
Section 2. Issuance of Bonds; Approval of Indenture. The Board of
Directors hereby authorizes the issuance of the Bonds under and pursuant to
the Act and the Indenture in the aggregate principal amount of not to exceed
$33,000,000 for the purpose of providing funds to enable Alameda Municipal
Power to repay and discharge its repayment obligations with respect to the
2000A and 2000A-T Certificates of Participation (as defined in the Indenture).
The Board of Directors hereby approves the Indenture in the form on file with
the Secretary. The Chair, the Executive Director and the Treasurer (the
"Designated Officers"), each acting alone, are hereby authorized and directed
to execute, and the Secretary is hereby authorized and directed to attest the
Indenture in said form, together with such additions thereto or changes therein
as the Designated Officer executing the Indenture shall, upon consultation with
the City Attorney and Bond Counsel, deem necessary, desirable or appropriate,
and the execution of the Indenture by the Authority shall be conclusive
evidence of the approval of any such additions or changes. The Board of
Directors hereby authorizes the delivery and performance of the Indenture.
Section 3. Approval of Installment Sale Agreement and Acquisition
Agreement. The Board hereby approves the Installment Sale Agreement and
the Acquisition Agreement in the respective forms on file with the Secretary.
The Designated Officers, each acting alone, are hereby authorized and directed
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to execute, and the Secretary is hereby authorized and directed to attest the
Installment Sale Agreement and the Acquisition Agreement in said forms,
together with such additions thereto or changes therein as the Designated
Officer executing the Installment Sale Agreement and the Acquisition
Agreement shall, upon consultation with the City Attorney and Bond Counsel,
deem necessary, desirable or appropriate, and the execution of the Installment
Sale Agreement and the Acquisition Agreement by the Authority shall be
conclusive evidence of the approval of any such additions or changes. The
Board of Directors hereby authorizes the delivery and performance of the
Installment Sale Agreement and the Acquisition Agreement.
Section 4. Sale of Bonds. The Board of Directors hereby approves the
sale of the Bonds by the Authority by negotiation with the Underwriter pursuant
to the Bond Purchase Contract in the form on file with the Secretary. The
Designated Officers, each acting alone, are hereby authorized and directed to
execute the Bond Purchase Contract for and in the name and on behalf of the
Authority in said form, together with such additions thereto or changes therein
as the Designated Officer executing the Bond Purchase Contract shall, upon
consultation with the City Attorney and Bond Counsel, deem necessary,
desirable or appropriate, and the execution of the Bond Purchase Contract by
the Authority shall be conclusive evidence of the approval of any such additions
or changes. A Designated Officer shall execute the Bond Purchase Contract
only upon the submission of an offer by the Underwriter to purchase the Bonds,
which offer is acceptable to a Designated Officer and consistent with the
requirements of this Resolution. The amount of Underwriter's discount for the
Bonds shall be not more than 1.0% of the par amount thereof (not taking into
account any original issue discount on the sale thereof).
Section 5. Official Statement. The Board of Directors hereby approves
the preliminary Official Statement in the form on file with the Secretary. The
Designated Officers, each acting alone, are hereby authorized and directed to
deem final within the meaning of Rule 15c2 -12 of the Securities Exchange Act
of 1934 except for permitted omissions, the preliminary form of the Official
Statement, in such form, together with such additions thereto and changes
therein as a Designated Officer shall deem necessary, desirable or appropriate.
Distribution of the preliminary Official Statement is hereby approved. The
Designated Officers, each acting alone, are hereby authorized to execute the
final form of the Official Statement, including as it may be modified by such
additions thereto and changes therein as any Designated Officer shall deem
necessary, desirable or appropriate, and the execution of the final Official
Statement by the Authority shall be conclusive evidence of the approval of any
such additions and changes. The Board of Directors hereby authorizes the
distribution of the final Official Statement.
Section 6. Official Actions. The Chair, 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
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execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other
documents, including the application to providers of municipal bond insurance
for the Bonds, which they, or any of them, may deem necessary or advisable in
order to consummate the lawful issuance and sale of the Bonds and the
consummation of the transactions as described in the documents approved by
this Resolution.
Section 7. Effective Date. This Resolution shall take effect upon its
adoption by the Board of Directors.
* * * * * * * *
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 Regular Alameda Public Financing Authority meeting on the 20th day of July,
2010, by the following vote to wit:
AYES: Board members deHaan, Gilmore, Matarrese, Tam and
Chair Johnson — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Authority this 21st day of July, 2010.
Lara Weisiger, Secretary
Alameda Public Financi Authority