APFA Resolution 05-16ALAMEDA PUBLIC FINANCING AUTHORITY
RESOLUTION NO. APFA 2005 -16
RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF THE
ALAMEDA PUBLIC FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE
REFUNDING BONDS (EAGLE VILLAGE /PARROT VILLAGE APARTMENTS) 2005
SERIES A, AUTHORIZING THE EXECUTION AND DELIVERY OF AND
APPROVING BOND DOCUMENTS AND OTHER RELATED DOCUMENTS AND
APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH.
RESOLVED, by the Board of Directors (the "Board ") of the Alameda Public Financing
Authority (the "Authority "), as follows:
WHEREAS, the Authority hereby finds and declares that it is necessary, essential and a
public purpose for the Authority to engage in a program (the "Program ") assisting the refunding of
revenue bonds (the "Prior Bonds ") issued for the benefit of the Housing Authority of the City of
Alameda (the "Housing Authority ") to refinance the construction and development of two
multifamily residential rental housing facilities known as Eagle Village Apartments (the "Eagle
Project ") and Parrot Village Apartments (the "Parrot Project ") , each Located in the City of
Alameda, California (the "City ") and has determined to borrow money for such purpose by the
issuance of revenue refunding bonds ;
WHEREAS, Authority wishes to issue and deliver its Alameda Public Finance Authority
Multifamily Housing Revenue Refunding Bonds (Eagle Village /Parrot Village Apartments) 2005
Series A, in an aggregate principal amount not to exceed S7,000,000 (the "Bonds "), and has
determined to lend the proceeds thereof to the Housing Authority in order to provide refinancing
the Projects;
WHEREAS, the Bonds are to be issued pursuant to 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 "), and a Trust Indenture, dated as of April 1, 1992 (the "Indenture "), by and between
the Authority and U.S. Bank National Association, as trustee (the "Trustee ");
WHEREAS, the Authority hereby finds and declares that this resolution is being adopted
pursuant to the powers granted by the Act;
WHEREAS, the Authority hereby finds and declares that it is necessary, essential and a
public purpose for the Authority to refinance the Projects; and
WHEREAS, all conditions, things and acts required to exist, to have happened and to have
been performed precedent to and in the issuance of the Bonds and the implementation of the
Program as contemplated by this resolution and the documents referred to herein exist, have
happened and have been performed in due time, form and manner as required by the laws of the
State of Califomia, including the Act;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority, as
follows:
Section 1. The Authority hereby finds and declares that the above recitals are true and
correct.
Section 2. Pursuant to the Act and the Indenture (hereinafter defined), revenue refunding
bonds of the Authority, designated as the Alameda Public Finance Authority Multifamily Housing
Revenue Refunding Bonds (Eagle Village /Parrot Village Apartments) 2005 Series A, in an
aggregate principal amount not to exceed $7,000,000 (the "Bonds "), are hereby authorized to be
issued. The Bonds shall be executed by the manual or facsimile signature of the Chairman, Vice
Chairman, or Executive Director of the Authority and attested by the manual or facsimile signature
of the Secretary of the Authority, in the form set forth in and otherwise in accordance with the
Indenture.
Section 3. The following documents (collectively, the "Bond Documents ") in the form
presented to this meeting, are hereby approved:.
(a) the Trust Indenture (the "Indenture ") between the Authority and U.S. Bank National
Association, as trustee (the "Trustee ")
(b) the Regulatory Agreement and Declaration of Restrictive Covenants with respect to the
Parrot Project among the Authority, the Housing Authority and the Trustee (the "Parrot
Regulatory Agreement ");
(c) the Regulatory Agreement and Declaration of Restrictive Covenants with respect to the
Eagle Project among the Authority, the Housing Authority and the Trustee (the "Eagle
Regulatory Agreement" and together with the Parrot Regulatory Agreement, the "Regulatory
Agreements ");
(d) the Financing Agreement (the "Financing Agreement ") the Authority, the Housing
Authority and the Trustee;
(e) the Bond Purchase Agreement (the "Purchase Contract ") among the Authority, the
Housing Authority and Stone & Youngberg LLC (the "Underwriter "); and
(f) the Preliminary Official Statement relating to the Bonds (the "Preliminary Official
Statement ").
The Chairman, Vice Chairman or Executive Director (the "Designated Officers ") are, and
each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of
the Authority, to execute and deliver the Bond Documents, and to bring to final form the
Preliminary Official Statement (the "Official Statement ") upon the sale of the Bonds, and to execute
the Official Statement, and the Secretary is hereby authorized and directed, for and in the name and
on behalf of the Authority, to attest, when applicable, the Designated Officer's signature on the
Bond Documents, in substantially said form, with such additions thereto or changes therein as are
recommended or approved by such officers upon consultation with bond counsel to the Authority,
including such additions or changes as are necessary or advisable in accordance with Section 5
hereof (provided that no additions or changes shall authorize an aggregate principal amount of
Bonds in excess of $7,000,000), the approval of such additions or changes to be conclusively
evidenced by the execution and delivery by the Authority of the Indenture. The date, maturity dates,
interest rate or rates, interest payment dates, denominations, form, registration provisions, manner of
execution, place of payment, terms of redemption, and other terms of the Bonds shall be as provided
in the Indenture as finally executed.
Section 4. The Bonds, when executed, shall be delivered to the Trustee for authentication.
The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's
certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly
executed and authenticated, to the Underwriter in accordance with written instructions executed on
behalf of the Authority by one of the Designated Officers, which instructions such officers are, and
each of them is, hereby authorized and directed, for and in the name and on behalf of the Authority,
to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds
to the Underwriter in accordance with the Purchase Contract, upon payment of the purchase price
therefore.
Section 5. All actions heretofore taken by the officers and agents of the Authority with
respect to the establishment of the Program and the sale and issuance of the Bonds are hereby
approved, confirmed and ratified, and the proper officers of the Authority, including the Designated
Officers, 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 and execute and deliver any and all certificates,
agreements and other documents which they, or any of them, may deem necessary or advisable in
order to consummate the lawful issuance and delivery of the Bonds in accordance with this
Resolution and resolutions heretofore adopted by the Authority and in order to carry out the
Program, including but not limited to those certificates, agreements and other documents described
in the Indenture, the Financing Agreement, the Regulatory Agreements, the Purchase Contract and
the other documents herein approved and any certificates, agreements or documents as may be
necessary to further the purpose hereof, evidence credit support or additional security for the
Bonds, but which shall not create any obligation or liability of the Authority other than with respect
to the revenues and assets derived from the proceeds of the Bonds.
Section 6. All consents, approvals, notices, orders, requests and other actions permitted or
required in connection with the matters authorized by this Resolution, whether before or after the
issuance of the Bonds, may be given or taken by the Designated Officers of the Authority, or by
any of them, without further authorization by this Board, and the Designated Officers of the
Authority, and each of them, is hereby authorized and directed to give any such consent, approval,
notice, order or request and to take any such action which the Designated Officers, or any of them,
may deem necessary or desirable to further the purposes of this Resolution.
Section 7. This Resolution shall take effect immediately upon its adoption.
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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 Housing Authority Board of Commissioners and Alameda Public Financing Authority
meeting assembled on the 19th day of April, 2005, by the following vote to wit:
AYES: Boardmembers Daysog, deHaan, Gilmore, Matarrese
and Chair Johnson - 5.
NOES: None.
ABSENT: None.
ABS TENTIONS : None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said
Authority this 20th day of April, 2005.
Lara Weisiger, Secre
Alameda Public Fina
ng Authority