CITY OF ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO.___
AUTHORIZING THE ISSUANCE AND SALE OF CITY OF ALAMEDA
FINANCING AUTHORITY 2023 LEASE REVENUE BONDS FOR THE
CITY AQUATIC CENTER IN AN AMOUNT NOT -TO-EXCEED
$16,000,000 AND APPROVING CERTAIN DOCUMENTS IN
CONNECTION WITH THE ISSUANCE AND SALE OF THE BONDS
AND AUTHORIZING THE CITY MANAGER, ASSISTANT CITY
MANAGER AND FINANCE DIRECTOR TO EXECUTE THE
DOCUMENTS AND TAKE ALL RELATED ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City of Alameda (the “City”) desires to finance the construction of an aquatic center within the City (the “Project”), which will provide benefit to the City and its citizens; and
WHEREAS, the City of Alameda Financing Authority (the “Authority”) was formed to, among other things, assist the City with financing municipal capital improvements; and
WHEREAS, in order to provide financing for a portion of the cost of the Project, the City proposes to lease certain real property, expected to consist of the City’s police department facility and its site located at 1555 Oak Street in the City (the “Leased Property”), to the Authority as provided in a Site Lease (the “Site Lease”) , and the Authority proposes to issue and sell its “City of Alameda Financing Authority 2023 Lease Revenue Bonds (Aquatic Center)” in the aggregate principal amount of not to excee d $16,000,000 (the “Bonds”) under Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”); and
WHEREAS, in order to secure the payments of principal of and interest on the Bonds, the Authority proposes to lease the Leased Property back to the City under a Lease Agreement (the “Lease Agreement”), under which the City is obligated to pay semiannual le ase payments as rental for the Leased Property, and the Authority will assign substantially all of its rights under the Lease Agreement to the trustee for the Bonds; and
WHEREAS, to provide for development of the most favorable debt structure for the City and to ensure the most favorable reception in the marketplace for the Bonds, the City has requested the Authority to sell the Bonds through a negotiated sale pursuant to the terms of a Bond Purchase Agreement (the “Bond Purchase Agreement”) among the Authority, the City and Piper Sandler & Co., as underwriter (the “Underwriter”); and
WHEREAS, for purposes of the sale of the Bonds, the City has caused to be prepared an Official Statement describing the Bonds, the preliminary form of which is on file with the Secretary and the Board of Directors, with the aid of their 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 Bonds that are within the knowledge of members of the Board of Directors and the staff; and
WHEREAS, as required by Section 6586.5 of the California Government Code, the City has caused publication of a notice of a public hearing on the financing of the public capital improvements once at least five (5) days prior to the hearing in a newspaper of general circulation in the City; and
WHEREAS, the City Council held a duly noticed public hearing at which all interested persons were provided the opportunity to speak on the subject of financing such public capital improvements; and
WHEREAS, in accordance with Government Code Section 5852.1, the following information has been obtained and disclosed in the staff report accompanying this Resolution: (i) the estimated true interest cost of the Bonds, (ii) the estimated finance charge of the Bonds, (iii) the estimated proceeds of the Bonds expected to be received, net of proceeds for finance charges in (ii) above to be paid from the principal amount of the Bonds, and (iv) the estimated total payment amount of the Bonds; and
WHEREAS, the Board of Directors of the City of Alameda Financing Authority wishes at this time to approve all proceedings of the Authority relating to the issuance and sale of the Bonds in order to assist the City in financing of a portion of the Project.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the City of Alameda Financing Authority as follows:
SECTION 1. Issuance of Bonds. The Board of Directors hereby authorizes the issuance of the Bonds under the Bond Law in one or more series in the maximum principal amount of not to exceed $16,000,000, for the purpose of financing a portion of the Project.
The Bonds shall be issued under the Bond Law and the Indenture of Trust that is approved below.
SECTION 2. Approval of Related Financing Agreements. The Board of Directors hereby approves each of the following agreements required for the issuance and sale of the Bonds, in substantially the respective forms on file with the Secretary together with any changes therein or additions thereto deemed advisable by the Executive Director, the Treasurer or any of their designees (each, an “Authorized Officer”), whose execution thereof shall be conclusive evidence of the approval of any such changes or additio ns.
An Authorized Officer is hereby authorized and directed for and on behalf of the Authority to execute, and the Secretary is hereby authorized and directed to attest, the final form of each such agreement, as follows:
• Indenture of Trust , between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), setting forth the terms and provisions relating to the Bonds;
• Site Lease , between the City as lessor and the Authority as lessee, under which the City leases the Leased Property to the Authority in consideration of the payment of an upfront amount which will be applied by the City to finance a portion of the Project;
• Lease Agreement , between the Authority as lessor and the City as lessee, under which the Authority leases the Leased Property back to the City and the City agrees to pay semiannual lease payments to provide revenues with which to pay principal of and interest on the Bonds when due; and
• Assignment Agreement , between the Authority and the Trustee, whereby the Authority assigns certain of its rights under the Lease Agreement to the Trustee for the benefit of the Bond owners.
SECTION 3. Negotiated Sale of Bonds. The Board of Directors hereby authorizes and directs the negotiated sale of the Bonds to the Underwriter. The Bonds shall be sold pursuant to the terms and provisions of the Bond Purchase Agreement among the Authority, the City and the Underwriter in substantially the form on file with the Secretary together with any changes therein or additions thereto deemed advisable by an Authorized Officer. The true interest cost of the Bonds shall not exceed 5.75% and the Underwriter’s discount shall not exceed 0.70%.
SECTION 4. Official Statement. The Board of Directors hereby approves the preliminary Official Statement describing the Bonds in substantially the form on file with the Secretary. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to said preliminary Official Statement and, if requested by the Underwriter, to execute an appropriate certificate stating the Authority’s determination that the preliminary Official Statement (together with any changes therein or add itions thereto) has been deemed nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934. Distribution of the preliminary Official Statement by the Underwriter is hereby approved. An Authorized Officer is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by an Authorized Officer shall be conclusive evidence of approval of any such changes and additions. The Board of Directors hereby aut horizes the distribution of the final Official Statement by the Underwriter. The final Official Statement shall be executed on behalf of the Authority by an Authorized Officer.
SECTION 5. Official Actions. The Authorized Officers, the General Counsel, the Secretary and all other officers of the Authority are each authorized and directed on behalf of the Authority to make any and all leases, assignments, certificates, requisitions, agreements, notices, consents, instruments of conveyance or termination, warrants and other documents, which they or any of them deem necessary or appropriate in order to consummate any of the transactions contemplated by the agreements and documents approved under this Resolution. 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 behalf of the officer if such officer is absent or unavailable.
Section 6. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption.
PASSED AND ADOPTED by the Board of Directors of the City of Alameda Public Financing Authority on this19th day of September 2023
MARILYN EZZY ASHCRAFT, CHAIR
ATTEST: APPROVED AS TO FORM:
LARA WEISIGER YIBIN SHEN
SECRETARY LEGAL COUNSEL