APIC Resolution 95-6RESOLUTION NO, 95- 6
ALAMEDA PUBLIC IMPROVEMENT CORPORATION
PROVIDING FOR APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF CERTAIN INSTALLMENT SALE
FINANCING DOCUMENTS AND AUTHORIZING AND DIRECTING
CERTAIN ACI IONS WITH RESPECT THERETO
WHEREAS, the City of Alameda (the "City "), working together with the Alameda
Sewer Improvement Financing Corporation, has heretofore caused Certificates of Participation
(1988 Sewer System Improvement Project) (the "1988 Certificates ") to be executed and
delivered in the aggregate principal amount of 85,075,000, the proceeds of which were used to
finance the construction of certain improvements to the City's municipal sewer system (the
"1988 Project ");
WHEREAS, the City, working together with the Alameda Public Improvement
Corporation (the "Corporation "), proposes to refinance the 1988 Project and, as a result
thereof, to permit the financing of additional improvements to the City's municipal sewer
system (the "1995 Project" and, with the 1988 Project, the "Project "), as more particularly
described in the hereinafter defined Installment Sale Agreement, and it is in the public interest
and for the public benefit that the Corporation authorize and direct execution of the Installment
Sale Agreement and certain other financing documents in connection therewith;
WHEREAS, the documents below specified have been filed with the Corporation, and
the members of the Corporation, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, the Board of Directors of the Alameda Public Improvement
Corporation hereby finds, determines, declares and resolves as follows:
Section 1. The below - enumerated documents be and are hereby approved, and the
President, Vice President, Treasurer or Executive Director is hereby authorized and directed to
execute said documents, with such changes, insertions and omissions as may be approved by
such official, and the Secretary of the Corporation is hereby authorized and directed to attest to
such official's signature:
(a) an acquisition agreement, relating to the 1988 Project, by and between the City, as
seller, and the Corporation, as purchaser;
(b) an installment sale agreement, relating to the Project, between the Corporation, as
seller, and the City, as purchaser (the "Installment Sale Agreement ");
(c) a trust agreement, by and among the Corporation, the City and First Trust of
California, National Association, as trustee (the "Trustee "), relating to the financing and the
execution and delivery of certificates of participation in installment payments to be made by
the City under the Installment Sale Agreement; and
(d) an assignment agreement, by and between the Corporation and the Trustee, pursuant
to which the Corporation will assign certain of its rights under the Installment Sale Agreement,
including its right to receive installment payments thereunder, to the Trustee.
Section 2. The President, Vice President, Treasurer, Executive Director, Secretary and
other officials of the Corporation are hereby authorized and directed to execute such other
agreements, documents and certificates as may be necessary to effect the purposes of this
resolution and the installment sale financing herein authorized.
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 in
regular meeting assembled on the fifth day of December, 1995, by the following vote to wit:
AYES: Boardmembers Arnerich, DeWitt, Lucas, Mannix and
Chairman Appezzato - 5.
NOES: None.
ABSTAINED: None.
ABSENT: None.
Dian'B. Felsch, Secretary
Alameda Public Improvement
Corporation