APIC resolution 18-13ACKNOWLEDGING THAT THE ALAMEDA PUBLIC IMPROVEMENT
CORPORATION HAS COMPLETED ITS PURPOSE, HAS NO
OUTSTANDING DEBT, ASSETS OR LIABILITIES, AND THAT THE
BOARD OF DIRECTORS DETERMINES TO DISSOLVE THE
CORPORATION
WHEREAS, the Alameda Public Improvement Corporation (the "Corporation") was
formed on February 1, 1988, by the City of Alameda (the "City") for the purpose of
assisting the City in connection with various City lease financings for public improvements
and facilities for the use and benefit of the public, and the only activities of the Corporation
since its inception have been to assist the City in connection with such City financings;
and
WHEREAS, in connection with each financing in which the Corporation has been
involved, the Corporation has always irrevocably and concurrently with the closing for
each financing assigned all of its right, title and interest in any revenues or assets it may
have obtained to the respective trustee for the financing in full satisfaction of its obligations
in respect of the financing transaction, so that the Corporation has never held any assets,
and any liabilities it may have incurred relative to any financing were immediately satisfied
upon the assignment of the related revenues and assets to the trustee for the financing;
and
WHEREAS, on October 16, 2013, the City caused to be delivered Certificates of
Participation (2013 Financing Project) evidencing interests in certain lease payments to
be made by the City to the City of Alameda Financing Authority, proceeds of which were
used to refinance certain 2002 Certificates of Participation (City Hall Refinancing Project),
and in connection therewith the City, The Bank of New York Mellon Trust Company, N.A.,
as trustee for the 2002 Certificates of Participation, and the Corporation entered into a
Termination Agreement, dated as of October 1, 2013 (the "Termination Agreement"),
terminating the documents relating to the 2002 Certificates; and
WHEREAS, upon the completion of the refinancing of the 2002 Certificates and
the execution and delivery of the Termination Agreement all contracts to which the
Corporation was a party had been fully performed and were no longer outstanding, the
Corporation had completed its purpose, the Corporation had no outstanding debt, assets
or liabilities, and the Corporation continues to have no outstanding debt, assets or
liabilities; and
WHEREAS, the Board of Directors has now determined to dissolve the
Corporation in order to not incur any further costs or expenses related to the Corporation
and its administration.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Alameda
Public Improvement Corporation that:
1. The Board of Directors hereby finds and determines that the foregoing
recitals are true and correct.
Corporation. 2. The Board of Directors hereby authorizes the dissolution of the
3. The Board of Directors hereby authorizes the law firm of Quint & Thimmig
LLP, acting in the capacity as Special Counsel to the Corporation, to file any necessary
or appropriate forms, tax returns and documentation with the California Secretary of
State, the California Attorney General's Office, the California Franchise Tax Board, and
the Internal Revenue Service as necessary to effectuate the dissolution of the
Corporation. Such forms shall include, without limitation, a Nonprofit Certificate of
Dissolution (Form DISS NP), a draft of which is attached as Exhibit A to this Resolution
(the "Dissolution Certificate").
4. Each member of the Board of Directors is hereby authorized and directed
to execute the Dissolution Certificate and the Secretary is hereby directed to deliver the
fully executed Dissolution Certificate to Special Counsel for filing by Special Counsel with
the appropriate State of California agencies.
5. The Board of Directors hereby authorizes the Finance Director of the City
of Alameda, in her capacity as Treasurer of the Corporation, and the City Clerk of the City
of Alameda, in her capacity as Secretary of the Corporation, and all other officers of the
Corporation to do any and all things and execute and deliver any and all documents which
they may deem necessary or advisable in order to consummate, carry out, give effect to
and comply with the intent of this Resolution and to otherwise complete the dissolution of
the Corporation. Any actions heretofore taken by such person in furtherance of any of the
actions authorized herein are hereby ratified, confirmed and approved.
6. This Resolution shall take effect upon its adoption by the Board of
Directors.
-2-
EXHIBIT A
Secretary of State DISS NP
4_ Nonprofit Certificate of Dissolution
(California Nonprofit Corporation ONLY)
�a
IMPORTANT — Read Instructions before completing this form.
There is No Fee for filing a Nonprofit Certificate of Dissolution
Copy Fees - First page $1.00; each attachment page $0.50;
Certification Fee - $5.00 plus copy fees
Attorney General Letter: All nonprofit public benefit and religious
nonprofit corporations are required to get a letter from the California
Attorney General's office waiving objections to the nonprofit corporation's
distribution of assets, or confirming the nonprofit corporation has no
assets. If your corporation is a public benefit or religious corporation, you
must attach that letter to this Nonprofit Certificate of Dissolution (see
instructions).
This Space For Office Use Only
1. Corporate Name (Enter the exact name of the nonprofit corporation as it is 2. 7 -Digit Secretary of State File Number
recorded with the California Secretary of State.)
ALAMEDA PUBLIC IMPROVEMENT CORPORATION I C155009855
3. Election
® The dissolution was made by a vote of ALL of the members, or if there are no members, by a vote of ALL of the
directors of the California nonprofit corporation.
Note: If the above box is not checked, a Nonprofit Certificate of Election to Wind Up and Dissolve (Form ELEC NP) must be filed
prior to or together with this Nonprofit Certificate of Dissolution. (California Corporations Code sections 6611, 8611, 9680 and 12631.)
4. Debts and Liabilities (Check the applicable statement. Only one box may be checked. If second box is checked, you must
include the required information in an attachment.)
❑ The known debts and liabilities have been actually paid or paid as far as its assets permitted.
0 The known debts and liabilities have been adequately provided for in full or as far as its assets permitted by their
assumption. Included in the attachment to this certificate, incorporated herein by this reference, is a description of
the provisions made and the name and address of the person, corporation or government agency that has assumed
or guaranteed the payment, or the depository institution with which deposit has been made.
® The nonprofit corporation never incurred any known debts or liabilities.
5. Required Statements (Do not alter the Required Statements - ALL must be true to file Form DISS NP.)
a. The nonprofit corporation has been completely wound up and is dissolved.
b. All final returns required under the California Revenue and Taxation Code have been or will be filed with the
California Franchise Tax Board.
c. For Mutual Benefit or General Cooperative Corporations ONLY: The known assets have been distributed to the
persons entitled thereto or the nonprofit corporation acquired no known assets.
6. Read, Verify, Date and Sign Below (See Instructions for signature requirements. Do not use a computer generated signature.)
The undersigned is the sole director or a majority of the directors now in office. I declare under penalty of perjury under
the laws of the State of California that the matters set forth in this certificate are true and correct of my own knowledge.
Trish Herrera Spencer
Date Signature Type or Print Name
Malia Vella
Date Signature Type or Print Name
Marilyn Ezzy Ashcraft
Date Signature Type or Print Name
DISS NP (REV 05/2017) 2017 California Secretary of State
a a " www.sos.ca.gov1business1be
A-1
Attachment to the
Nonprofit Certificate of Dissolution (Form DISS NP)
for the Alameda Public Improvement Corporation;
Secretary of State File Number C1500985
I declare under penalty of perjury under the laws of the State of California that the
matters set forth in the attached Secretary of State Nonprofit Certificate of Dissolution are
true and correct of my own knowledge.
Date
Date
Signature
Signature
A-2
Frank Matarrese
Type or Print Name
Jim Oddie
Type or Print Name
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 a special meeting assembled on the 4th day of September,
2018, by the following vote to wit:
AYES: Councilmembers Ezzy Ashcraft, Matarrese, Oddie, Vella and
Mayor Spencer — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the seal of
said City this 5th day of September, 2018.
By.
Lara Weisiger, Citye C'
IL4 r1K
of the City, of AlamedaY,
in her capacity as Secretary of the
Alameda Public Improvement
Corporation
Approved as to Form:
Janet Kern, City Attorney
City of Alameda