APFA Resolution 92-3ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 42 -3
A RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN INSTALLMENT SALE FINANCING
DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN
ACTIONS WITH RESPECT THERETO
RESOLVED, by the Alameda Public Financing Authority (the "Authority "):
AS, the City of Alameda, acting by and through its Bureau of Electricity
(the "City "), working together with the Authority, is proposing to proceed with the
financing of the acquisition and construction of a Service Center Replacement Building
(the "Service Center Replacement Building ") for the Bureau of Electricity (the "Bureau ")
and the refinancing of an installment sale financing of certain improvements to the
City's electric system completed in 1983, consisting of the Power Transmission
Modernization Project (the "1983 Project ") ; and
WHEREAS. in connection therewith. the City proposes to finance the acquisition
and construction of the Service Center Replacement Building and to refinance
Certificates of Participation issued in 1983 to finance the 1983 Project (the "1983
Certificates "), and it is in the public interest and for the public benefit that the Authority
authorizes and directs execution of an installment sale agreement and certain other
financing documents in connection therewith; and
WIIEREAS, pursuant to the City's authorization, Merrill Lynch & Co. (the
"Underwriter ") will underwrite the financing and will purchase the Certificates of
Participation described below; and
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WHEREAS, the documents below specified have been filed with the Authority, and >
the Board of Directors of the Authority, with the aid of its staff, have reviewed said
documents;
NOW, THEREFORE, it is hereby ORDERED and DETER, , as follows:
Section 1. The below - enumerated documents be and are hereby approved, and the
Chairman, Vice Chairman, President, Vice President or Treasurer of the Authority are
hereby separately authorized and directed, subject to the limitations hereinafter
contained. to execute and deliver said documents, for and in the name and on behalf of
the Authority, with such changes, insertions and omissions as may be approved by such
official. such approval to be conclusively evidenced by the execution of such documents by
such official, and the Secretary of the Authority is hereby authorized and directed to attest
to such official's signature:
a)) an installment sale agreement dated as of June 1. 1992. relating to the
purchase and sale of the Service Center Replacement Building and the 1983
Project (the "Facilities "), between the Authority, as seller, and the City, as
purchaser (the "Installment Sale Agreement ");
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b) a trust agreement, dated as of June 1, 1992 by and among the Authority,
the City and a trustee to be chosen by the General Manager of the Bureau, as
trustee (the "Trustee "), relating to the financing and the execution and delivery of
certificates of participation evidencing the undivided fractional interests of the
owners thereof in installment payments to be made by the City under the
Installment Sale Agreement (the "Certificates of Participation ");
c) an acquisition agreement, dated as of June 1, 1992, by and between the
City and the Authority, relating to the sale to the Authority by the City of the
Facilities to enable the Authority to sell the Facilities back to the City; and
d) an assignment agreement, dated as of June 1, 1992, by and between the
Authority and the Trustee, pursuant to which the Authority will assign certain of
its rights under the Installment Sale Agreement, including its right to receive
installment payments thereunder, to the Trustee.
The authority granted in this Section 1 to the officers of the Authority to execute the
above enumerated documents shall not be exercised unless and until the City accepts the
Underwriter's offer to purchase the Certificates of Participation.
Section 2. The Chairman, Vice Chairman, President, Vice President, Treasurer,
Secretary and other officials of the Authority are hereby authorized and directed to
execute such other agreements, documents and certificates as may be necessary to effect
the purposes of this resolution and the installment sale financing herein authorized.
Section 3. This Resolution shall take effect upon its adoption.
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I hereby certify that the foregoing resolution was duly adopted at a meeting of the
Alameda Public Financing Authority held on the 3i day of ,Time , 1992, by the
following vote:
AYES, and in favor of, Directors: A.rnerich, Camicia, Lucas, Roth and
chairman withrow 5.
NOES, Directors: None,
ABSENT, Directors: None.
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Secretary