APIC Resolution 01-10ALAMEDA PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. 01 -10
APPROVING LEASE AND LEASEBACK OF MUNICIPAL PROPERTY IN
CONNECTION WITH ISSUANCE OF CERTIFICATES OF PARTICIPATION
TO REFINANCE PUBLIC IMPROVEMENTS BY THE CITY OF ALAMEDA,
AND APPROVING RELATED AGREEMENTS AND ACTIONS
WHEREAS, the Alameda Public Improvement Corporation (the "Corporation ") has been foiiiied
for the purpose of assisting the City of Alameda (the "City") in the financing of facilities and property useful
to the City, and has previously assisted the City in fmancing the seismic renovation and repair of its City Hall
by entering into that certain Site Lease (the "1995 Site Lease ") and that certain Lease Agreement (the "1995
Lease Agreement "), each dated as of May 1, 1995, for the purpose of leasing and subleasing, respectively,
certain new capital improvements, equipment, land, and facilities used by the City for its municipal purposes,
as more fully described therein; and
WHEREAS, the Corporation has previously assigned and transferred certain of its rights under the
1995 Lease Agreement to The Bank of New York Trust Company of California, as trustee, and said bank
has previously executed and delivered $11,545,000 aggregate principal amount of 1995 Certificates of
Participation (City Hall Seismic Upgrade and Renovation Project) (the "1995 Certificates ") each evidencing
a direct, undivided fractional interest in the lease payments to be made by the City under and as defined in
the 1 995 Lease Agreement (the "1995 Lease Payments "); and
WHEREAS, the City and the Corporation have determined at this time that as a result of favorable
fmancial market conditions it is in the best interests of the City and the Corporation to prepay the 1995 Lease
Payments and thereby discharge in full the obligations represented by the 1995 Certificates, and to that end,
the Corporation and the City have proposed to amend and restate the 1995 Site Lease and the 1995 Lease
in full, pursuant to a First Amended and Restated Site Lease (the "Site Lease ") and a First Amended and
Restated Lease Agreement ( the "Lease Agreement "), respectively, each dated as of April 1, 2001, by and
between the City and the Corporation; and
WHEREAS, the Corporation proposes to assign and transfer certain of its rights under the Lease
Agreement to BNY Western Trust Company, as trustee (the "Trustee "), and in consideration of such
assignment and the execution of the Trust Agreement, dated as of April 1, 2001, by and among the City, the
Corporation, and the Trustee (the "Trust Agreement "), the Trustee has agreed to execute and deliver 2001
Certificates of Participation, (City Hall Refinancing Project), in the aggregate principal amount of not to
exceed $12,000,000 (the "Certificates "), each evidencing a direct, undivided fractional interest in the lease
payments to be paid by the City pursuant to the Lease Agreement; and
WHEREAS, for purposes of the sale of the Certificates, the City's financial advisor Kelling,
Northcross & Nobriga, Inc., (the "Financial Advisor "), has caused to be prepared an Official Statement
describing the Certificates, the preliminary form of which is on file with the City Clerk and the Board of
Directors of the Corporation, with the aid of its staff, have undertaken such review of the Official Statement
as hereinafter described as is necessary to assure proper disclosure of all material facts relating to the
Certificates that are within the personal knowledge of the Members of the Board and the staff; and
WHEREAS, the Board of Directors of the Corporation wishes at this time to authorize all
proceedings relating to the issuance and sale of the Certificates for the purpose of the proposed refinancing,
and the execution and delivery of all agreements and documents relating thereto.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Alameda Public
Improvement Corporation as follows:
Section 1. Execution and Delivery of Certificates. The Corporation hereby authorizes the
execution and delivery of the Certificates representing the right to receive lease payments under the Lease
Agreement, in the aggregate principal amount of not to exceed $12,000,000, and the execution and delivery
of the following agreements (collectively, the "Agreements ") :
(a) the Site Lease;
(b) the Lease Agreement;
(c) the Trust Agreement; and
(d) an Assignment Agreement by and between the Trustee.
The City hereby approves and separately authorizes the President or the Treasurer (each an
"Authorized Official ") to execute the Agreements, and the Secretary is hereby authorized and directed to
attest and affix the seal of the Corporation to said Agreements, in substantially the forms on file with the
Secretary, together with any changes therein or additions thereto deemed advisable by the Authorized
Official, whose execution thereof shall be conclusive evidence of approval of any such additions and
changes.
Section 2. Official Statement. The Corporation 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 Certificates, in the form on file with the Secretary. The purchaser of the
Certificates is hereby authorized to distribute the Official Statement in connection with the sale of the
Certificates. The Authorized Official is hereby authorized and directed to (a) execute and deliver to the
purchaser of the Certificates a certificate deeming the preliminary Official Statement to be nearly final as
of its date, (b) approve any changes in or additions to cause such Preliminary Official Statement to be put
in final form, and (c) execute said final Official Statement for and in the name and on behalf of the
Corporation.
Section 3. Official Actions. The President, Treasurer, Secretary and any and all other officers of
the Corporation are hereby authorized and directed, for and in the name and on behalf of the Corporation,
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
any of the transactions contemplated by the documents approved pursuant to this Resolution.
Section 4. Effective Date. This Resolution shall take effect from and after the date of its passage
and adoption.
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 Improvement Corporation of
the City of Alameda in a special meeting assembled on the 20th day of February, 2001, by the
following vote to wit:
AYES: Boardmembers DeWitt, Johnson, Kerr and
Chair Appezzato - 4.
NOES: None.
ABSENT: Boardmember Daysog - 1.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this
21st day of February, 2001.
D i'r'e Felsch, Secretary
Alameda Public Improvement Corporation