APFA Resolution 01-10ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. 01 -10
AUTHORIZING THE ISSUANCE OF REVENUE BONDS AND THE PURCHASE
WITH THE PROCEEDS OF THE BONDS OF SPECIAL TAX BONDS OF THE CITY
OF ALAMEDA AND TAX INCREMENT BONDS OF THE COMMUNITY
IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA, APPROVING AN
INDENTURE OF TRUST AND OTHER RELATED DOCUMENTS AND ACTIONS
(COMMUNITY FACILITIES DISTRICT NO.4
FISC AND EAST HOSING SITES)
RESOLVED, by the Board of Directors (the "Board ") of the Alameda Public Financing
Authority (the "Authority "), as follows:
WHEREAS, the City of Alameda (the "City ") and the Community Improvement
Commission of the City of Alameda (the "CIC ") 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 and the CIC; and
WHEREAS, the Authority proposes at this time to issue its Alameda Public Financing
Authority 2001 Revenue Bonds ((BWIP Tax Increment and CFD No 4 - FISC and East Housing
Sites Financing) in three series (the "Authority Bonds ") for the purpose of providing funds to
purchase (i) from the CIC, the CIC's Business and Waterfront Improvement Project 2001 Tax
Allocation Bonds (the "CIC Bonds "), and (ii) from the City, the City's Community Facilities
District No. 4 (Demolition and Backbone Infrastructure - FISC and East Housing Sites) Special
Tax Bonds, Series 2001 -A (the "CFD Bonds "); and
WHEREAS, the Authority Bonds are to be issued pursuant to the Marks -Roos Local
Bond Pooling Act of 1985, (the "Act ") constituting Article 4 (commencing with section 6584) of
Chapter 5 of Division 7 of Title 1 of the California Government Code, and pursuant to an
Indenture of Trust (the "Indenture "), the form of which is on file with the Secretary; and
WHEREAS, there have been prepared and presented to the Authority at this meeting a
bond purchase contract relating to the purchase by the Authority of the CIC Bonds, a bond
purchase contract relating to the purchase by the Authority of the CFD Bonds, the Indenture
and a purchase agreement and preliminary official statement for the Authority Bonds, and this
Board of Directors (the "Board ") has duly considered the transactions on the part of the
Authority contained in such documents and wishes at this time to approve said transactions in
the public interests and in furtherance of the public purposes of the Authority.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Findings and Determinations. Pursuant to the Act, the Board hereby finds
and determines that the issuance of the Authority Bonds will result in savings m effective
interest rates, bond underwriting and bond issuance costs and thereby results in significant
public benefits to its members within the contemplation of Section 6586 of the Act.
Section 2. Issuance of Bonds. The Board hereby authorizes the issuance of the Authority
Bonds under and pursuant to the Act and the Indenture in the aggregate principal amount of
not to exceed $21,000,000 (the "Maximum Principal Amount ") for the purposes hereinbefore
described. The Board hereby approves the Indenture in the form on file with the Secretary.
The Executive Director is hereby authorized and directed to execute the Indenture in such form,
together with any additions thereto or changes therein deemed necessary or advisable by the
Executive Director upon consultation with the City Attorney and Bond Counsel, the approval
of such additions or changes to be conclusively evidenced by the execution and delivery of the
Indenture by the Authority. The Board hereby authorizes the delivery and performance by the
Authority of the Indenture.
Section 3. Approval of CFD Bonds Purchase Agreement. The Board hereby authorizes
and approves the purchase of the CFD Bonds from the City with a portion of the proceeds of
the Authority Bonds. The purchase of the CFD Bonds by the Authority shall be pursuant to
and in accordance with the terms of the bond purchase agreement, by and between the City
and the Authority, relating to the CFD Bonds (the "CFD Bonds Purchase Contract "). The Board
hereby approves the CFD Bonds Purchase Contract in the form on file with the Secretary. The
Executive Director is hereby authorized and directed to execute the CFD Bonds Purchase
Contract in such form, together with any additions thereto or changes therein deemed
necessary or advisable by the Executive Director upon consultation with the City Attorney and
Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the
execution and delivery of the CFD Bonds Purchase Contract by the Authority. The Board
hereby authorizes the delivery and performance by the Authority of the CFD Bonds Purchase
Contract.
Section 4. Approval of CIC Bonds Purchase Agreement. The Board hereby authorizes
and approves the purchase of the CIC Bonds from the CIC with a portion of the proceeds of the
Authority Bonds. The purchase of the CIC Bonds by the Authority shall be pursuant to and in
accordance with the terms of the bond purchase agreement, by and between the CIC and the
Authority, relating to the CIC Bonds (the "CIC Bonds Purchase Contract "). The Board hereby
approves the CIC Bonds Purchase Contract in the form on file with the Secretary. The
Executive Director is hereby authorized and directed to execute the CIC Bonds Purchase
Contract in such form, together with any additions thereto or changes therein deemed
necessary or advisable by the Executive Director upon consultation with the City Attorney and
Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the
execution and delivery of the CIC Bonds Purchase Contract by the Authority. The Board
hereby authorizes the delivery and performance by the Authority of the CIC Bonds Purchase
Contract.
Section 5. Sale of Authority Bonds. The Board hereby approves the sale of the Authority
Bonds by negotiation with E.J. De LaRosa & Co., Inc. (the "Underwriter "). The bond purchase
agreement by and between the Underwriter and the Authority, pursuant to which the
Underwriter agrees to purchase the Authority Bonds, in the form on file with the Secretary, is
hereby approved. The Executive Director is hereby authorized and directed to execute said
document in such form, together with such changes as may be approved by the Executive
-2-
Director upon consultation with the City Attorney and Bond Counsel, so long as the aggregate
principal amount of the Authority Bonds does not exceed the Maximum Principal Amount, so
long as the net interest cost of the Bonds does not exceed ten percent (10 %) per annum and so
long as the Underwriter's discount (without regard to any original issue discount) does not
exceed three percent (3 %) of the principal of the Authority Bonds. The Board hereby authorizes
the delivery and performance of said bond purchase agreement, as executed by the Executive
Director.
Section 6. Official Statement. The Authority hereby approves the preliminary official
statement for the Authority Bonds (the "Preliminary Official Statement "), in the form on file
with the Secretary. The Authority authorizes and directs the Executive Director, on behalf of
the Authority, to deem "final," pursuant to Rule 15c2 -12 under the Securities Exchange Act of
1934 (the "Rule "), the Preliminary Official Statement in such form together with any changes
therein or additions thereto deemed advisable by the Executive Director upon consultation
with the City Attorney and Bond Counsel.
The Underwriter, on behalf of the Authority, is authorized and directed to cause the
Preliminary Official Statement to be distributed to such municipal bond broker - dealers, to such
banking institutions and to such other persons as may be interested in purchasing the
Authority Bonds.
The Executive Director is authorized and directed to cause the Preliminary Official
Statement to be brought into the form of a final official statement (the "Final Official
Statement ") and to execute said Final Official Statement. The execution and delivery by the
Authority of the Final Official Statement, which shall include such changes and additions
thereto deemed advisable by the Executive Director upon consultation with the City Attorney
and Bond Counsel and such information permitted to be excluded from the Preliminary Official
Statement pursuant to the Rule, shall be conclusive evidence of the approval of the Final
Official Statement by the Authority.
The Final Official Statement, when prepared, is approved for distribution in connection
with the offering and sale of the Bonds.
Section 7. Appointing an Underwriter. The Underwriter is hereby appointed to act as
underwriter in connection with the offer and sale of the Authority Bonds.
Section 8. Official Actions. The Chairman, 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 Authority Bonds, and the purchase of the CFD Bonds and the
CIC Bonds as described herein.
Section 9. Effective Date. This Resolution shall take effect from and after its adoption.
-3-
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 City Council, Community Improvement Commission, and Alameda Public Financing
Authority meeting assembled on the 21st day of August, 2001, by the following vote to wit:
AYES: Boardmembers Daysog, DeWitt, Johnson, Kerr and
Chair Appezzato - 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 22nd day of August, 2001.
Lara Weisiger, Acting Secretary
Alameda Public Financing Authority