APFA Resolution 18-25ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 18-25
ELECTING TO SUBSTITUTE THE REMARKETING AGENT,
APPROVING THE FORM AND AUTHORIZING EXECUTION OF A
REMARKETING AGENT AGREEMENT WITH THE SUCCESSOR
REMARKETING AGENT, RELATING TO THE $9,080,000 ALAMEDA
PUBLIC FINANCING AUTHORITY VARIABLE RATE DEMAND
REVENUE BONDS (ALAMEDA POINT IMPROVEMENT PROJECT),
2003 SERIES A, AND THE $4,360,000 ALAMEDA PUBLIC
FINANCING AUTHORITY TAXABLE VARIABLE RATE DEMAND
REVENUE BONDS (ALAMEDA POINT IMPROVEMENT PROJECT),
2003 SERIES B, AND APPROVING OFFICIAL ACTIONS
RESOLVED, by the Board of Directors (the "Board") of the Alameda Public
Financing Authority (the "Authority"), as follows:
WHEREAS, the Authority is a joint powers authority duly organized and existing
under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of March
17, 1992, by and between the City of Alameda (the "City") and the City of Alameda
Community Improvement Commission (the "Commission" and, with the City, the
"Members"), and under the provisions of Articles 1 through 4 (commencing with Section
6500) of Chapter 5 of Division 7 of Title 1 of the California Government Code (the "Act"),
and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of
financing the acquisition of bonds, notes and other obligations of, or for the purpose of
making loans to, public entities, including the Members, and to provide financing for public
capital improvements of public entities, including the Members; and
WHEREAS, for the purpose of providing funds to finance a portion of the costs of
the acquisition, construction, installation and equipping of various public capital
improvements to Alameda Point (the "Improvements"), the Authority has issued its
$9,080,000 Alameda Public Financing Authority Variable Rate Demand Revenue Bonds
(Alameda Point Improvement Project), 2003 Series A, and $4,360,000 Alameda Public
Financing Authority Taxable Variable Rate Demand Revenue Bonds (Alameda Point
Improvement Project), 2003 Series B (collectively, the "Bonds"); and
WHEREAS, in order to provide for the repayment of the Bonds, the Authority has
pledged certain revenues, substantially derived from rentals paid to the Alameda Reuse
and Redevelopment Authority ("ARRA") for certain land, buildings, fixtures and equipment
leased by ARRA to certain subtenants which rentals have been assigned by ARRA to the
Authority, which revenues are calculated to be sufficient to enable the Authority to pay
the principal of and interest and premium (if any) on the Bonds when due and payable;
and
WHEREAS, the obligations of ARRA have been assumed by the City; and
WHEREAS, the Bonds were issued by the Authority pursuant to that certain
Indenture of Trust, dated as of December 1, 2003 (the "Indenture"), by and between the
Authority and Union Bank of California, N.A., now known as MUFG Union Bank, N.A. (the
"Trustee"); and
WHEREAS, the Authority has determined to remove the existing remarketing
agent for the Bonds and to substitute a new remarketing agent in its place; and
WHEREAS, Section 2.11 of the Indenture authorizes the Authority to remove the
remarketing agent for the Bonds and to select a successor thereto in accordance with
Section 2.12 of the Indenture; and
WHEREAS, Section 7.01 of the Indenture provides that the Indenture may be
modified or amended, with the consent of the owners of the Bonds and the prior written
consent of the letter of credit bank (so long as the letter of credit thereunder is in effect
and the letter of credit bank is honoring draws thereunder).
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1 Removal of the Remarketing Agent Selection of New Remarketing
Agent; Approval of Remarketing Agreement. The Authority hereby determines to remove
the existing remarketing agent for the Bonds, Mitsubishi UFJ Securities (USA), Inc. (the
"Prior Remarketing Agent"), and selects Morgan Stanley & Co. LLC to act as remarketing
agent in its place (the "Successor Remarketing Agent"). A remarketing agreement, by and
between the Authority and the Successor Remarketing Agent (the "Remarketing
Agreement"), in the form thereof on file with the Secretary, together with any additions
thereto or changes therein deemed necessary or advisable by the Chair, the Vice Chair,
the Treasurer or the Executive Director is hereby approved by the Board. The Chair, the
Vice Chair, the Treasurer or the Executive Director is hereby authorized and directed to
execute, and the Secretary is hereby authorized and directed to attest to, the final form
of the Remarketing Agreement for and in the name and on behalf of the Authority. The
Board hereby authorizes the delivery and performance of the Remarketing Agreement.
The Executive Director is hereby directed to inform the Trustee of the removal of the Prior
Remarketing Agent and the selection of and substitution of Successor Remarketing
Agent.
Section 2. Official Actions. The Chair, the Vice Chair, the Executive Director, the
Treasurer, the Secretary and any and all other officers of the Authority 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, 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 the amendment of the Indenture.
Whenever in this resolution any officer of the Authority is authorized to execute or
countersign any document or take any action, such execution, countersigning or action
may be taken on behalf of such officer by any person designated by such officer to act on
his or her behalf in the case such officer shall be absent or unavailable.
Section 3. Effective Date. This Resolution shall take effect from and after the date
of its passage and adoption.
1, the undersigned Secretary of the Alameda Public Financing Authority, hereby
certify that the foregoing is a full, true and correct copy of a resolution duly adopted by
the Board of Directors of the Authority, at a meeting thereof on the 4th day of September,
2018, by the following vote of the members thereof:
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.
Lara Weisig4j Secretary
Alameda Public Financing Authority
Approved as to Form
Janet C. Kern, City Attorney
City of Alameda