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APFA Resolution 97-5ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 97-5 AUTHORIZING THE ISSUANCE AND SALE OF REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $39,000,000 FOR THE PURPOSE OF FINANCING ACQUISITION OF IMPROVEMENT BONDS FOR MARINA VILLAGE ASSESSMENT DISTRICT NOS. 84-3 AND 89-1, AND APPROVING RELATED AGREEMENTS AND ACTIONS RESOLVED, by the Board of Directors (the "Board") of Alameda Public Financing Authority (the "Authority"), as follows: WHEREAS, the City of Alameda (the "City") has heretofore issued three issues of its assessment bonds (collectively, the "Assessment Bonds") for Marina Village Assessment District Nos. 84-3 and 89-1 (collectively, the "Assessment District"), consisting of: (a) the City of Alameda Improvement Bonds, Marina Village Assessment District No. 84-3, Series 86-1 (Reassessment and Refunding for 1986); (b) the City of Alameda Improvement Bonds, Marina Village Assessment District No. 84-3, Series 86-2; and (c) the City of Alameda Limited Obligation Improvement Bonds, City of Alameda, Marina Village Assessment District 89-1, Series 89-1; and WHEREAS, pursuant to an Owner Participation Agreement dated as of December 19, 1984, by and among the City, the City of Alameda Community Improvement Commission (the "Commission"), Alameda Marina Village Associates and Alameda Marina Center Associates, as amended (as so amended, the "Owner Participation Agreement"), the Commission is obligated to apply certain amounts of tax increment revenues derived by the Commission from the portion of the Assessment District which is within the West End Community Improvement Project, to make reimbursements to owners of properties within the Assessment District for payment of assessments relating to the Assessment Bonds; and WHEREAS, the City has determined that it is in the best financial interests of the City Ind the Commission to refinance the Assessment Bonds at this time, and in order to refinance the Assessment Bonds on advantageous terms and conditions the Authority proposes to issue its revenue bonds in the maximum principal amount of $39,000,000 (the "E-nds") under Article I (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Bond Law"), and to use the proceeds thereof to acquire the Assessment Bonds; and WHEREAS, the Board of Directors of the Authority wishes at this time to authorize all proceedings relating to the issuance of the Bonds to acquire the Assessment Bonds, and to approve the execution and delivery of all agreements and documents relating thereto. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as follows: Section 1. Findings and Determinations. Pursuant to the Bond Law, 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 and bond issuance costs and thereby result in significant public benefits to the City within the contemplation of Section 6586 of the Bond Law. Section 2. Issuance of Bonds; Approval of Indenture. The Board of Directors hereby authorizes the issuance of the Bonds under and pursuant to the Bond Law, in the maximum principal amount of $39,000,000. The Bonds shall be issued pursuant to an Indenture of Trust dated as of April 1, 1997 the "Indenture ") by and between the Authority and First Trust of California, National Association, as trustee (the "Trustee "). The Board of Directors hereby approves the Indenture in substantially the form on file with the Secretary, together with any changes therein or additions thereto approved by the Treasurer, and the execution thereof by the Chairman, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairman, the Executive Director or the Treasurer to execute, and the Secretary to attest and affix the seal of the Authority to, the final form of the Indenture for and in the name of the Authority. The Board of Directors hereby authorizes the delivery and performance of the Indenture. Section 3. Purchase of Assessment Bonds. The Board of Directors hereby authorizes and approves the purchase of the Assessment Bonds from the City by the Trustee on behalf of the Authority pursuant to and in accordance with the provisions of the Assignment Agreement by and among the City, the Authority and the Trustee (the "Assignment Agreement "). The Board of Directors hereby approves the Assignment Agreement in substantially the foul' on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Treasurer, and the execution thereof by the Chairman shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairman to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Assignment Agreement for and in the name of the Authority. Section 4. Sale of Bonds. The Board of Directors hereby approves the sale of the Bonds by negotiation with Stone & Youngberg (the "Underwriter"). The Bonds shall be sold pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement ") by and between the Authority and the Underwriter in the form on file with the Secretary, together with any changes therein or additions thereto approved by the Treasurer, whose execution thereof shall be conclusive evidence of the approval of any such additions and changes. The Bond Purchase Agreement shall be executed in the name and on behalf of the Authority by the Treasurer upon submission of a proposal by the Underwriter to purchase the Bonds; provided, however, that such proposal is acceptable to the Treasurer and is consistent with the requirements of this Resolution. The amount of Underwriter's discount shall be not more than two percent (2%) of the par amount of the Bonds and the true effective rate of interest to be borne by the Bonds (taking into account any original issue discount on the sale thereof) shall not exceed seven percent (7 %) per annum. Section 5. Official Statement. The Board of Directors hereby approves, and hereby deems nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Bonds in substantially the form submitted by the financial advisor to the District and on file with the Secretary. The Treasurer is hereby authorized to execute an appropriate certificate stating the Board's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement in connection with the sale of the Bonds is hereby approved. The Treasurer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Treasurer shall be conclusive evidence of the approval of any such changes and additions. The Board hereby authorizes the distribution of the final Official Statement by the purchaser of the Bonds. The final Official Statement shall be executed in the name and on behalf of the Authority by the Chairman, the Executive Director or the Treasurer. Section 6. Approval of Agreement With Commission. The Board of Directors hereby authorizes and approves the Agreement Relating to Assessment Bond Refunding, dated as of -2- April 1, 1997, by and between the Authority and the Commission (the "Agreement"). The Board of Directors hereby approves the Agreement in substantially the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Treasurer, and the execution thereof by the Chairman, the Executive Director or the Treasurer shall be conclusive evidence of the approval of any such changes or additions. The Board of Directors hereby authorizes and directs the Chairman, the Executive Director or the Treasurer to execute, and the Secretary to attest and affix the seal of the Authority to, said form of the Agreement for and in the name of the Authority. Section 7. Appointment of Bond Counsel. The firm of Jones Hall }{ill & White, A Professional Law Corporation is hereby ap ointed as Bond Counsel in connection with the Bonds, and the Board of Directors hereby authorizes the Treasurer to execute, and the Secretary to attest, an Agreement For Legal Services with said firm in the form on file with the Treasurer. Section 8. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary, the Authority Attorney 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 assignn-ients, certificates, requisitions, agreements, notices, consents, instruments of conve ance warrants and other documents, wKich they, or any of them, may deem necessary or advisable in order to consummate the issuance and sale of the Bonds and any of the other transactions contemplated by the documents approved pursuant to this Resolution. Whenever in this resolution any officer of the Authority is authorized to execute or countersi any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any pe designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 9. Effective [)ate. This Resolution shall take effect from and after the date of its passage and adoption. ********** I hereby certify that the foregoing Resolution was regularly introduced and ad ted by the Board of Directors of the Alameda Public Financing Authority at a regular meeting held on the 1st day of April, 1997, by the following vote: AYES: Boardrrembers Daysog, DeWitt, Kerr, Lucas and {hair Appezoa±o - 5. NOES: None. ABSTAIN: None ABSENT: None.