CIC Resolution 02-100COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA
RESOLUTION NO. 02 -100
APPROVING REVISED BOND FINANCING DOCUMENTS RELATING TO THE
BUSINESS AND WATER FRONT IMPROVEMENT PROJECT AREA, AND
AUTHORIZING AND DIRECTING ACTIONS WITH RESPECT THERETO
RESOLVED, by the Governing Board (the "Board ") of the Community Improvement
Commission of the City of Alameda (the "CIC "), as follows:
WHEREAS, on August 21, 2001, the Board adopted 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 and Actions"
(the "Prior Resolution "), which Prior Resolution approved various documents related to, and
authorized the issuance of, tax allocation bonds of the CIC (the "CIC Bonds ") for the CIC's
Business and Waterfront Improvement Project and approved a CIC Pledge Agreement related
to the City of Alameda Community Facilities District No. 4 (Demolition and Backbone
Infrastructure - FISC and East Housing Sites) Special Tax Bonds, Series 2001 -A (the "CFD
Bonds "); and
WHEREAS, the Prior Resolution also approved documents related to the sale of the CIC
Bonds to the Alameda Public Financing Authority (the "Authority "), with the purchase price of
the CIC Bonds to be paid from the proceeds of the Authority's 2001 Revenue Bonds Adjustable
Rate Taxable Series B (the "Series B Authority Bonds ") and 2001 Revenue Bonds Fixed Rate
Taxable Series C (collectively with the Series B Authority Bonds, the "Authority Bonds "); and
WHEREAS, in connection with the negotiation of credit enhancement for the Series B
Authority Bonds and otherwise to ensure that the debt obligations will be marketed so as to
achieve the most advantageous interest rates for the debt obligations on terms favorable to the
Authority and the CIC, various changes have been made to the documents approved by the
Prior Resolution and some additional documents have been produced that are necessary to
complete the transactions contemplated by the Prior Resolution; and
WHEREAS, the revised documents and the additional documents listed below are on
file with the City Clerk, acting as Secretary of the CIC, and the Board, with the assistance of
staff of the CIC, has reviewed said documents and now desires to approve them so that the CIC
Bonds and the Authority Bonds can be issued and delivered as contemplated by the Prior
Resolution and such documents.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Approval of Documents. The below- enumerated documents, in the forms on
file with the Secretary, be and are hereby approved, and the Chairman and the Executive
Director, each acting alone, are hereby authorized and directed to execute and deliver (where
such execution and delivery is required by the CIC), for and on behalf of the CIC, said
documents in such form together with any changes, insertions or deletions as may be approved
by the Executive Director upon consultation with the City Attorney and Bond Counsel, the
approval thereof to be conclusively evidenced by the execution and delivery by the CIC of the
respective documents. The Secretary is hereby authorized and directed to attest such official's
signature to such documents, where indicated by any such document.
(a) Indenture of Trust, between the CIC and Union Bank of California, N.A., as
trustee (the "Trustee ") related to the portion of the CIC Bonds to be sold to the
Authority in connection with the Authority Series B Bonds;
(b) Bond Purchase Agreement related to the Authority Series A and Series B
Bonds, among the Authority, the CIC, the City and E. J. De La Rosa & Co., Inc. (the
"Underwriter ");
(c) Bond Purchase Contract, between the Authority and the CIC related to the
portion of the CIC Bonds to be sold to the Authority in connection with the Authority
Series B Bonds;
(d) CIC Pledge Agreement, between the CIC and the City;
(e) Preliminary Official Statement relating to the Series B Authority Bonds (the
"Series B Bonds Preliminary Official Statement ");
(f) Preliminary Official Statement relating to Subordinate CIC Bonds described
below (together with the Series B Bonds Preliminary Official Statement, the
"Preliminary Official Statements ");
(g) Standby Purchase Agreement among First Union National Bank, as liquidity
provider, the CIC and the trustee for the Authority Series A and Series B Bonds;
(h) ISDA Master Agreement relating to the interest rate swap for the Authority
Series A and Series B Bonds, between AMBAC Financial Services, L.P. and the CIC
and /or the Authority, along with related Schedule and letter agreement; and
(i) Continuing Disclosure Certificate - CIC, by the CIC for the benefit of the
owners of the Authority Series A and Series B Bonds;
(j) Indenture of Trust, between the CIC and the Trustee, related to the portion of
the CIC Bonds designated the "2002 Subordinate Taxable Tax Allocation Bonds" (the
"Subordinate CIC Bonds," to be sold to the Underwriter;
(k) Bond Purchase Agreement related to the Subordinate CIC Bonds, between
the CIC and the Underwriter; and
(I) Continuing Disclosure Certificate, by the CIC for the benefit of the owners of
the Subordinate CIC Bonds.
Section 2. Other Actions Related to Official Statements. The Executive Director is
hereby authorized and directed, for and in the name and on behalf of the CIC, to make changes
to the Preliminary Official Statements prior to their dissemination to prospective investors, and
to bring the Preliminary Official Statements into the form of final official statements
(collectively, the "Official Statements ") including such additions thereto or changes therein as
are recommended or approved by such officer upon consultation with the City Attorney and
Bond Counsel. The Chairman and the Executive Director, each acting alone, are hereby
authorized and directed to execute and deliver the Official Statements. The Underwriter is
hereby authorized to distribute copies of the Preliminary Official Statements to persons who
may be interested in the purchase of the Authority Bonds and is directed to deliver copies of
the Official Statements to all actual purchasers of the Authority Bonds.
The Executive Director is hereby authorized to execute a certificate or certificates to the
effect that the Official Statements and the Preliminary Official Statements were deemed "final"
as of their respective dates for purposes of Rule 15c2 -12 of the Securities Exchange Act of 1934,
and is authorized to so deem such statements final.
Section 3. 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
lawful issuance and sale of the Authority Series A and Series B Bonds, the provision of bond
insurance and liquidity support for the Authority Series A and Series B Bonds, the sale of the
CIC Bonds and the Subordinate CIC Bonds, and any of the other transactions contemplated by
the documents approved pursuant to this Resolution.
Section 4. Prior Resolution. Except as modified by this Resolution, the Prior Resolution
is hereby affirmed.
Section 5. Effective Date. This Resolution shall take effect from and after its 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 Alameda Public Financing
Authority meeting assembled on the 15th day of January, 2002, 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 16th day of January, 2002.
Lara Weisiger, Secretary;
Community Improvement Commission
Kalph--26epezzat Ca
Cornnli ity Improvement Commission