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CIC Resolution 01-98COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA RESOLUTION NO. 01 -98 AUTHORIZING THE ISSUANCE AND SALE TO THE ALAMEDA PUBLIC FINANCING AUTHORITY OF BONDS RELATING TO THE BUSINESS AND WATER FRONT IMPROVEMENT PROJECT AREA, APPROVING AN INDENTURE OF TRUST FOR THE BONDS, APPROVING PLEDGE AGREEMENT AND AUTHORIZING SUBMISSION OF A BALLOT FOR THE CITY'S COMMUNITY FACILITIES DISTRICT NO. 4, AND APPROVING OTHER RELATED DOCUMENTS (INCLUDING A CONSTRUCTION REIMBURSEMENT AGREEMENT), AND ACTIONS (COMMUNITY FACILITIES DISTRICT NO. 4 - FISC AND EAST HOUSING SITES) RESOLVED, by the Community Improvement Commission of the City of Alameda (the "CIC "), as follows: WHEREAS, the CIC has established its Business and Waterfront Improvement Project area (the "BWIP Project Area ") in order to finance redevelopment projects of the CIC within or of benefit to the BWIP Project Area; and WHEREAS, the City of Alameda (the "City ") has advanced funds to the CIC in connection with redevelopment activities of the CIC related to the BWIP Project Area (the "City Advances ") and the CIC desires to undertake various redevelopment activities within or of benefit to the BWIP Project Area, including activities related to the provisions of low and moderate income housing (the "Redevelopment Activities "); and WHEREAS, in order to refinance the City Advances and to finance the Redevelopment Activities, the CIC now desires to issue its Community Improvement Commission of the City of Alameda Business and Waterfront Improvement Project 2001 Tax Allocation Bonds (the "CIC Bonds "), and to approve the documents required to issue the CIC Bonds; and WHEREAS, the CIC and Catellus Development Corporation ( "Catellus ") have entered into a Disposition and Development Agreement, dated as of June 16, 2000 (the "DDA "), which provides for, among other matters, the financing and installation of backbone infrastructure (the "Backbone Infrastructure ") and the demolition of existing improvements (the "Demolition ") on 87 acres of land for residential purposes and 77 acres of land for a business park (the "Property "), constituting portions of the FISC and East Housing areas, as such terms arc defined and all as more completely described in the DDA, and the purchase of the Property by Catellus or other entities permitted under the DDA, all as more particularly set forth in the DDA; and WHEREAS, the City and the CIC have entered into the Joint Implementation Agreement (as defined in the DDA) in order to assure the timely and orderly development of the Property, as contemplated by the DDA; and WHEREAS, under the provisions of the DDA, the CIC has agreed that it will engage a master developer (initially being an affiliate of Catellus, but which may in the future include other entities and third party contractors permitted under the DDA), as an independent contractor to perform the Demolition and to undertake the design, permitting and construction of the Backbone Infrastructure, and the CIC has agreed to use revenues related to the project to pay project - related expenses, including among other expenses costs related to the Demolition and Backbone Infrastructure, all as more fully described in the DDA; and WHEREAS, the City has agreed to assist the CIC in the financing of the costs of the Demolition and Backbone Infrastructure, and to that end has conducted proceedings under and pursuant to the City of Alameda Special Tax Financing Improvement Code, constituting Section 3 -70 (Special Tax Financing Improvement Code) of Article IV (Special Tax Financing) of Chapter III (Finance and Taxation) of the Alameda Municipal Code (the "Code "), to form the City of Alameda Community Facilities District No. 4 (Demolition and Backbone Infrastructure - FISC and East Housing Sites) (the "District "), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by the special taxes (the "CFD Bonds ") the proceeds of which are to be used to finance all or a portion of the costs of the Demolition and Backbone Infrastructure; and WHEREAS, the establishment of the District, the levy of the special taxes and the issuance of the CFD Bonds are the subject of a special election called by the City Council under the provisions of the Code; and WHEREAS, the CIC is the sole owner of the land within the District and the only entity entitled to vote in favor of the District, and the CIC now desires to authorize the Executive Director, on behalf of the CIC, to cast a ballot in favor of the District, the levy of the special taxes in the District and the issuance of the CFD Bonds, and WHEREAS, the CIC also desires to assist in the repayment of the CFD Bonds by means of the pledge and use of tax increment revenues arising in the BWIP Project Area to pay the debt service on the CFD Bonds and to that end now desires to approve a CIC Pledge Agreement as further described later in this Resolution; and WHEREAS, in furtherance of the purposes of the DDA and the Joint Implementation Agreement, and as contemplated by the DDA, the Agency desires to approve a construction reimbursement agreement with a affiliate of Catellus related to the Demolition and the Backbone Infrastructure; and WHEREAS, the CIC and the City have heretofore entered into a Joint Exercise of Powers Agreement, establishing the Alameda Public Financing Authority (the "Authority ") for the purpose, among others, of issuing its bonds to be used to provide financial assistance to the CIC and the City; and -2- WHEREAS, it is expected that the Authority will issue its Alameda Public Financing Authority 2001 Revenue Bonds (the "Authority Bonds ") under the provisions of Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the "Act "), the proceeds of which will be applied, in part, to the purchase of the CIC Bonds and, in part, to the purchase of the CFD Bonds; and WHEREAS, the CIC has duly considered all of the foregoing transactions and wishes at this time to approve said transactions and the documents to which the CIC is a party related thereto, in the public interests and in furtherance of the public purposes of the CIC. NOW, THEREFORE, THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings and Determinations. Pursuant to the Act, the CIC hereby finds and determines that the issuance of the Authority Bonds will result in savings in effective interest rates, bond underwriting costs and bond issuance costs and thereby result in significant public benefits to the CIC within the contemplation of Section 6586 of the Act. Section 2. Issuance of CIC Bonds; Approval of Indenture. The CIC hereby authorizes the issuance of the CIC Bonds under and pursuant to an Indenture of Trust (the "Indenture ") and the Community Redevelopment Law of the State of California, in the maximum principal amount of $12,000,000. The CIC hereby finds and determines that a portion of the proceeds of the CIC Bonds will be used to improve real property or building sites with onsite or offsite improvements, and the improvements are to be made as a part of a program which results in the new construction of affordable housing units for low or moderate income persons that are directly benefited by the improvements. The CIC hereby approves the Indenture in the form on file with the Secretary. The CIC hereby authorizes and directs the Executive Director to execute and deliver the Indenture in such form, together with any changes therein or additions thereto deemed advisable by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution of such document by the CIC. The CIC hereby authorizes the delivery and performance by the Agency of the Indenture. Section 3. Approval of Sale of CIC Bonds; CIC Bond Purchase Contract. The CIC hereby authorizes and approves the sale to the Authority of the CIC Bonds pursuant to and in accordance with the provisions of a Bond Purchase Contract between the CIC and the Authority (the "Bond Purchase Contract "), so long as the principal amount and maturity of the CIC Bonds are not in excess of the maximum limits set forth in Section 2 above. The CIC hereby approves the Bond Purchase Contract in the form on file with the Secretary. The CIC hereby authorizes and directs the Executive Director to execute and deliver the Bond Purchase Contract in such form, together with any changes therein or additions thereto deemed advisable by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution of such document by the CIC. The CIC hereby authorizes the delivery and performance by the CIC of the Bond Purchase Contract. Section 4. Approval of Official Statement. The official statement relating to the Authority Bonds (the "Official Statement "), in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute the Official Statement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the CIC. The underwriter for the Authority Bonds is hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Authority Bonds and is directed to deliver such copies to all actual purchasers of the Authority Bonds. Distribution by the underwriter for the Authority Bonds of a preliminary official statement relating to the Authority Bonds is hereby approved and authorized. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and such preliminary official statement were deemed "final" as of their respective dates for purposes of Rule 15c2 -12 of the Securities Exchange Code of 1934, and are authorized to so deem such statements final. Section 5. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate (the "Disclosure Certificate ") of the CIC related to the CIC Bonds and the Authority Bonds, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Disclosure Certificate in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with the City Attorney and Bond Counsel (including such additions or changes therein as are necessary or advisable in accordance with Section 9 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Disclosure Certificate by the CIC. Section 6. Submission of Ballot. The CIC hereby authorizes the Executive Director to execute a ballot in favor of the issues to be voted upon in the District election, and to submit the ballot to the City Clerk. Section 7. Approval of CIC Pledge Agreement. There has been presented to the CIC for its approval a CIC Pledge Agreement (the "Pledge Agreement "), between the City and the CIC, the form of which is on file with the Secretary. The Pledge Agreement contemplates that the CIC will contribute to the City amounts equal to the debt service on the CFD Bonds from BWIP Tax Increment even though a portion of the area in which the Demolition and Backbone Infrastructure to be financed with CFD Bond proceeds will occur and be constructed, respectively, is in another CIC redevelopment project are that is outside of the BWIP Project Area. In light of the foregoing, this CIC hereby makes the following findings and determinations, based upon all of the prior proceedings of the CIC related to the DDA, as well as the terms and provisions of the DDA: (a) the DDA requires that the CIC undertake the Demolition and the construction of the Backbone Infrastructure on the Property, which includes the design and construction of new roadway access to the Property, as well as drainage, sanitary sewer, water, natural gas and electrical system improvements; (b) the two principal means of roadway access to the portion of the Property in the BWIP Project Area run through a portion of the Property in the CIC's Alameda Point Improvement Project area (the "APIP Project Area "), and the most cost effective design for the storm drainage and sanitary sewer systems for the Property involve flows from the APIP Project Area portion of the Property into the BWIP Project Area portion of the Property; (c) the water, natural gas and electrical distribution systems for the Property are designed as loop systems with connections within both the BWIP Project Area and the APIP Project Area; (d) existing high voltage electrical transmission lines run through both the BWIP Project Area portion of the Property and the APIP Project Area portion of the Property, and will be relocated to run through the BWIP Project Area portion of the Property; and (e) public open spaces on the Property will be designed to serve the mixed uses of land on the Property, including both the BWIP Project Area and the APIP Project Area portions of the Property. Based upon the foregoing, the CIC finds and determines that (i) the Demolition and the Backbone Infrastructure to be financed with the proceeds of the CFD Bonds the debt service on which is to be paid for with BWIP Tax Increment pursuant to the Pledge Agreement, including the work to be done outside of the BWIP Project Area portion of the Property, are of benefit to the BWIP Project Area, (ii) no other reasonable means of financing the Demolition and the Backbone Infrastructure are available to the community, (iii) the use of BWIP Tax Increment to pay the debt service on the CFD Bonds, as contemplated by the Pledge Agreement, will assist in the elimination of one or more blighting conditions inside the BWIP Project Area, and is consistent with the implementation plan adopted by the CIC pursuant to Section 33490 of the California Health and Safety Code. The Pledge Agreement, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Pledge Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with the City Attorney and Bond Counsel (including such additions or changes therein as are necessary or advisable in -5- accordance with Section 9 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Pledge Agreement by the CIC. The CIC hereby finds and determines that a portion of the proceeds of the CFD Bonds will be used to improve real property or building sites with onsite or offsite improvements, and the improvements are to be made as a part of a program which results in the new construction of affordable housing units for low or moderate income persons that are directly benefited by the improvements. Section 8. Approval of Construction Reimbursement Agreement. The Construction Agreement, in the form of file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Construction Agreement in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with the City Attorney and Bond Counsel (including such additions or changes therein as are necessary or advisable in accordance with Section 9 hereof), the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Construction Agreement by the CIC. Section 9. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary and any and all other officers of the CIC are hereby authorized and directed, for and in the name and on behalf of the CIC, 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 issuance of the CIC Bonds, the purchase of the CIC Bonds with proceeds of the Authority Bonds, the repayment of the CFD Bonds with BWIP Tax Increment as contemplated by the Pledge Agreement, and all other transactions contemplated by the documents approved by this Resolution. Section 10. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. * * * * * * * * I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Community Improvement Commission of the City of Alameda in a Special Joint City Council, Community Improvement Commission, and Public Financing Authority meeting assembled on the 21st day of August, 2001, by the following vote to wit: AYES: Commissioners Daysog, DeWitt, Johnson, Kerr and Chair Appezzato - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Commission this 22nd day of August, 2001. Lara Weisiger, Acting Secretary Community Improvement Commission Ralph A PezZto, h Community Improvement Commission