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APIC Resolution 96-8ALAMEDA PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. 9 6 - 8 APPROVING, AUTHORIZING AND DIREC. liNG EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS, AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the City of Alameda (the "City ") is proposing to proceed with the lease financing of certain property (the "Project ") and it is in the public interest and for the public benefit and the benefit of the City that the Alameda Public Improvement Corporation (the Corporation) authorize and direct execution of certain financing documents in connection therewith; and WHEREAS, the documents below specified have been filed with the Board or Directors of the Corporation which, with the aid of its staff, has reviewed said documents; NOW, THEREFORE, BE IT RESOLVED, that: 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 or any Assistant Secretary is hereby authorized and directed to attest to such official's signature: (a) a site and facility lease relating to the Project, by and between the City, as lessor, and the Corporation, as lessee; (b) a lease agreement relating to the Project, by and between the Corporation, as lessor, and the City, as lessee (the "Lease Agreement "); (c) a trust agreement relating .o the financing of the Project and the execution and delivery of certificates of participation in the lease payments to be made by the City under the Lease Agreement (the "Certificates "), by and among First Trust of California, National Association (the "Trustee "), the Corporation and the City; and (d) an assignment agreement, by and between the Corporation and the Trustee, pursuant to which the Corporation will assign to the Trustee its rights under the Lease Agreement. Section 2. The President, Vice President, the Executive Director, the Treasurer, the Secretary, any Assistant Secretary, counsel to the Corporation and other appropriate officers of the Corporation, are hereby authorized and directed to execute such other documents and certificates as may be necessary to effect the purposes of this resolution and the lease financing herein authorized. Section 3. This resolution shall take effect immediately. * * * * * * ** I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Alameda Public Improvement Corporation of the City of Alameda in special meeting assembled on the 3rd day of December , 1996, by the following vote to wit: AYES: Boardmembers Arnerich, DeWitt, Lucas and Chair Appezzato - 4. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Corporation this 4th day of December , 1996. .0° Diane elsch, Secre ary Alameda Public Improvement Corporation