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APFA Resolution 10-20ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 10 -20 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALAMEDA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF ITS 2010 LOCAL AGENCY REFUNDING REVENUE BONDS (HARBOR BAY CFD AND MARINA VILLAGE AD), AND APPROVING DOCUMENTS AND AUTHORIZING ACTIONS IN CONNECTION THEREWITH WHEREAS, the Alameda Public Financing Authority (the "Authority ") has issued its Alameda Public Financing Authority Local Agency Revenue Bonds, 1996 Series A (Community Facilities District No. 1 (Harbor Bay) Refinancing) (the "1996 Bonds "), and has assigned to the trustee for the 1996 Bonds, as security for the repayment of the 1996 Bonds, the City of Alameda Community Facilities District No. 1 (Harbor Bay) 1996 Special Tax Refunding Bonds (the "Prior CFD Bonds "); and WHEREAS, the Prior CFD Bonds are payable from special taxes (the "Special Taxes ") levied on property in the City of Alameda (the "City ") Community Facilities District No. 1 (Harbor Bay) (the "CFD "), and the 1996 Bonds are payable from payments by the City on the Prior CFD Bonds; and WHEREAS, the Authority also has issued its Alameda Public Financing Authority 1999 Revenue Bonds (1997 Revenue Bond Refinancing) (the "1999 Bonds "), and has used a portion of the proceeds of the 1999 Bonds to acquire the Limited Obligation Improvement Bonds, City of Alameda, Marina Village Assessment District 89 -1, Series 89 -1 (the "Prior Assessment Bonds "); and WHEREAS, the Prior Assessment Bonds are payable from special assessments (the "Assessments ") levied on property in the City's Marina Village Assessment District No. 89 -1 (the "Assessment District "), and the 1999 Bonds are payable from payments by the City on the Prior Assessment Bonds; and WHEREAS, the City Council has authorized the issuance of its City of Alameda Community Facilities District No. 1 (Harbor Bay) 2010 Special Tax Refunding Bonds (the "2010 CFD Bonds ") to refund the outstanding Prior CFD Bonds and thereby refund the outstanding 1996 Bonds; and WHEREAS, the City Council has undertaken proceedings to form the City of Alameda Marina Village Reassessment District No. 10 -1 (the "Reassessment District ") and the levy of reassessments in the Reassessment District to supercede and supplant the unpaid Assessments, and has authorized the issuance of Limited Obligation Improvement Refunding Bonds, City of Alameda Marina Village Reassessment District No. 10 -1 (the "2010 Reassessment Bonds") to refund the outstanding Prior Assessment Bonds and thereby refund the outstanding 1999 Bonds; and WHEREAS, the Authority now desires to authorize the issuance of its Alameda Public Financing Authority 2010 Local Agency Refunding Revenue Bonds (Harbor Bay CFD and Marina Village AD) (the "Authority Bonds") pursuant to the provisions of Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California (the "Refunding Law"), and the Marks-Roos Local Bond Pooling Act of 1985, being Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Bond Law"), in an aggregate principal amount not to exceed $21,000,000, in order to purchase the 2010 CFD Bonds and the 2010 Reassessment Bonds and thereby provide funds to refund and defease the Prior CFD Bonds and the 1996 Bonds, and the Prior Assessment Bonds and the 1999 Bonds, and thereby resulting in reduced future special tax levies on property in the CFD and reassessment levies on property in the Reassessment District that will be lower than the current Assessment levies on such property; and WHEREAS, there are on file with the Secretary to the Authority an Indenture of Trust (the "Indenture") authorizing the issuance of the Authority Bonds, a Notice of Intention to Sell Bonds (the "Notice of Intention") and an Official Notice of Sale (the "Official Notice of Sale'') with respect to a competitive sale of the Authority Bonds, a Preliminary Official Statement (the "Preliminary Official Statement") which describes the terms of the Authority Bonds, a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") providing for periodic disclosure by the Authority to investors in the Authority Bonds of information related thereto, an Escrow Deposit and Trust Agreement providing for the refunding of the Prior CFD Bonds and the 1996 Bonds (the "1996 Escrow Agreement"), an Escrow Deposit and Trust Agreement providing for the refunding of the Prior Assessment Bonds and the 1999 Bonds (the "1999 Escrow Agreement"), and an Agreement Regarding Refunding of Authority Bonds (the "Refunding Agreement"), and WHEREAS, the Board of Directors, with the assistance of City Staff, have reviewed said documents and has found as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen and/or be performed precedent to and in the issuance of the Authority Bonds do exist, have happened and have been performed in due time, form and manner as required by applicable law, and the Authority is now authorized under the Indenture, the Refunding Law and the Bond Law and each and every requirement of applicable law to issue the Authority Bonds in the manner and form provided in this Indenture; and WHEREAS, the Board of Directors now desires to authorize the issuance of the Authority Bonds pursuant to the Refunding Law, the Bond Law and the Indenture for the purpose of providing funds to refund and defease the -2- Prior CFD Bonds, the 1996 Bonds, the Prior Assessment Bonds and the 1999 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ALAMEDA PUBLIC FINANCING AUTHORITY as follows: Section 1. Each of the above recitals is true and correct. Pursuant to the Bond Law, the Board of Directors hereby finds and determines that the issuance of the Authority Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to its members within the contemplation of Section 6586 of the Bond Law. Section 2. The Board of Directors hereby authorizes the issuance of the Authority Bonds in an aggregate principal amount not to exceed $21,000,000. The terms of the Authority Bonds shall be as set forth in the Indenture, as executed and delivered by the Authority. The Indenture, in the form on file with the Secretary, is hereby approved and the Executive Director of the Authority is hereby authorized and directed to execute the Indenture in such form, together with such additions thereto and changes therein as the Executive Director, upon consultation with Bond Counsel and the City Attorney, deems necessary or desirable. Approval of such changes shall be conclusively evidenced by the execution and delivery of the Indenture by the Authority. Section 3. The Authority Bonds shall be executed on behalf of the Authority by the manual or facsimile signature of the Chair or the Executive Director of the Authority, and attested with the manual or facsimile signature of the Secretary. Union Bank, N.A. is hereby appointed to act as the trustee for the Authority Bonds under the terms of the Indenture. Section 4. The Notice of Intention and the Official Notice of Sale, in the respective forms on file with the Secretary, are hereby approved. The terms and conditions of the offering and sale of the Authority Bonds shall be as specified in the Official Notice of Sale in the form hereby approved, together with such additions thereto and changes therein as shall be approved by the Executive Director following consultation with the Authority's Co- Financial Advisors, the City Attorney and Bond Counsel, with the approval of such additions or changes to be conclusively evidenced by the dissemination of the Official Notice of Sale by the Authority to prospective purchasers of the Authority Bonds. The Secretary of the Authority is hereby authorized and directed to cause to be published, once at least five (5) days prior to the date to receive bids for the Authority Bonds, the Notice of Intention in The Bond Buyer, a -3- financial publication reasonably expected to be disseminated among prospective bidders for the Authority Bonds. The Secretary and the Co- Financial Advisors to the Authority are hereby authorized to cause to be furnished to prospective bidders a reasonable number of copies of the Official Notice of Sale. The Co- Financial Advisors are hereby authorized and directed, on behalf of the Authority, to receive the bids at the time and place specified in the Official Notice of Sale, to examine said bids for compliance with the Official Notice of Sale and to verify the bid with the lowest true interest cost as provided in the Official Notice of Sale. In the event two or more bids setting forth identical true interest cost are received, the Co- Financial Advisors, on behalf of the Authority, may exercise their discretion and judgment in making the award and may award the Bonds on a pro rata basis in such denominations as they shall determine. The Co- Financial Advisors, on behalf of the Authority, may, in their discretion, reject any and all bids and waive any irregularity or informality in any bid. The Co- Financial Advisors, on behalf of the Authority, shall award the Authority Bonds or reject all bids not later than 24 hours after the expiration of the time prescribed for the receipt of bids unless such time of award is waived by the successful bidder. In the event that all bids are rejected, the Executive Director is hereby authorized to negotiate the sale of the Authority Bonds with one or more purchasers to be determined by the Executive Director upon consultation with the Co- Financial Advisors to the Authority, and to sell the Authority Bonds on such terms and conditions as shall be determined by the Executive Director upon consultation with the Co- Financial Advisors to the Authority. Notwithstanding the foregoing, no award of the Authority Bonds or sale of the Authority Bonds shall occur unless the present value savings of the debt service on the Authority Bonds is at least six percent (6 %) when compared to the remaining scheduled aggregate debt service on the Prior CFD Bonds and the Prior Assessment Bonds. Section 5. The Preliminary Official Statement for the Authority Bonds, in the form on file with the Secretary, is hereby approved and distribution of the Preliminary Official Statement to prospective purchasers of the Authority Bonds in such form, together with such additions thereto and changes therein as are determined necessary or desirable by the Executive Director of the Authority, upon consultation with the City Attorney and Disclosure Counsel, to make such Preliminary Official Statement final as of its date for purposes of Rule 15c2 -12 of the Securities and Exchange Commission is hereby authorized. The Executive Director of the Authority is hereby authorized to execute a final Official Statement in the form of the Preliminary Official Statement, together with such changes as are determined necessary by the Executive Director, upon consultation with the City Attorney and Disclosure Counsel, to make the Official Statement complete and accurate as of its date. The distribution of the final Official Statement for the Authority Bonds and any -4- supplement thereto to the purchasers of the Authority Bonds following its execution by the Authority is hereby authorized. Section 6. The Continuing Disclosure Agreement, the 1996 Escrow Agreement, the 1999 Escrow Agreement and the Refunding Agreement, in the respective forms on file with the Secretary, are hereby approved and the Executive Director is hereby authorized and directed to execute such documents in the forms hereby approved, with such additions therein and changes thereto as the Executive Director, upon consultation with the City Attorney and Bond Counsel, deems necessary or desirable, with such approval to be conclusively evidenced by the execution and delivery of such documents by the Authority. The purchase of the 2010 CFD Bonds and the 2010 Reassessment Bonds with proceeds of the Authority Bonds, as contemplated by the Purchase Contract, the Indenture and the Refunding Agreement is hereby authorized. Section 7. The Executive Director is authorized to provide for all services necessary to effect the issuance of the Authority Bonds. Such services shall include, but not be limited to, printing the Authority Bonds, obtaining legal services, paying agent services and any other services deemed appropriate. The Executive Director, or her written designee, is authorized to pay for the cost of such services, together with other Costs of Issuance (as defined in the Indenture), with amounts deposited to the Costs of Issuance Fund established pursuant to the Indenture. Section 8. The Chair, Vice Chair, Secretary, Executive Director and Treasurer of the Authority and any other officers or staff of the Authority are hereby authorized and directed to take any actions and execute and deliver any and all documents as are necessary to accomplish the issuance, sale and delivery of the Authority Bonds, the purchase of the 2010 CFD Bonds and the 2010 Reassessment Bonds with proceeds of the Authority Bonds, and the refunding and defeasance of the 1996 Bonds and the 1999 Bonds in accordance with the provisions of this Resolution. In the event that the Executive Director of the Authority is unavailable to sign any document authorized for execution herein, the written designee of the Executive Director may sign such document. Section 9. The law firm of Quint & Thimmig LLP is hereby designated as Bond Counsel and Disclosure Counsel to the Authority with respect to the Authority Bonds. The City Attorney, in her capacity as General Counsel to the Authority, is hereby authorized to execute an agreement with said firm for its services as Bond Counsel and Disclosure Counsel, said agreement to be in a form acceptable to the City Attorney. Section 10. The firm of Sequoia Financial Group LLC is hereby designated as Financial Advisor to the Authority with respect to the Authority Bonds. The Executive Director is hereby authorized to enter into an agreement -5- with said firm for its services as Financial Advisor, said agreement to be in a form acceptable to the Executive Director, Section 11, 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 Special Meeting of the Alameda Public Financing Authority on the 15th day of June, 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 16th day of June, 2010. Lara Weisiger, Secre Alameda Public Fina g Authority