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CIC Resolution 11-181COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA RESOLUTION NO. fi APPROVING DOCUMENTS AND ACTIONS RELATED TO THE ISSUANCE OF TAX ALLOCATION HOUSING REVENUE BONDS TO ASSIST IN THE FINANCING OF THE ACQUISITION AND REHABILITATION OF THE RENTAL HOUSING FACILITY LOCATED AT 2428 CENTRAL AVENUE WHEREAS, Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended (the "Law"), authorizes redevelopment agencies to incur indebtedness for the purpose of financing and refinancing redevelopment and housing activities within or of benefit to redevelopment project areas of redevelopment agencies; and WHEREAS, in furtherance of the housing activities of the Community Improvement Commission of the City of Alameda (the "CIC"), on March 2, 2011, the CIC entered into an Owner Participation Agreement (2428 Central Avenue) (the "OPA") with the Housing Authority of the City of Alameda (the "Housing Authority") and Resources for Community Development, a California nonprofit public benefit corporation (the "Developer"), pursuant to which the Housing Authority, or a partnership that includes the Housing Authority and Developer, has agreed to acquire the property located at 2428 Central Avenue in the City of Alameda (commonly known as the Islander Motel) (the "Project"), and the Developer has agreed to rehabilitate and operate the Project; and WHEREAS, in order to make the Project economically viable, the CIC has agreed in the OPA to provide $8,000,000 to the Housing Authority to be used by the Housing Authority to acquire the Project (the "Housing Authority Grant"), and $1,000,000 to the Developer in the form of a residual receipts loan, bearing a 3% interest rate (the "CIC Loan"), to be used to pay costs of the rehabilitation of the Project; and WHEREAS, in order to have the funds necessary to make the Housing Authority Grant and the CIC Loan, on March 2, 2011, the CIC adopted its Resolution No. 11-179 (the "Authorizing Resolution"), authorizing the issuance by the CIC of up to $10,000,000 principal amount of tax allocation housing revenue bonds (the "Bonds"), under the provisions of the Law; and WHEREAS, the payment of the principal of and interest on the Bonds is to be secured by a pledge of the tax increment revenues received by the CIC from the CIC's merged Business and Waterfront Improvement Project and West End Community Improvement Project required to be set-aside in the CIC's Low and Moderate Income Housing Fund under the Law; and WHEREAS, in order to enhance the marketability of the Bonds, the CIC now desires to allow for proceeds of the Bonds to be used to refinance the CIC's obligations under a Loan Agreement, dated as of April 1, 1992 (the "1992 Loan Agreement"), between the CIC and the Alameda Public Financing Authority (the "Authority"); and WHEREAS, in furtherance of the provisions of the Authorizing Resolution, the CIC also desires at this time to approve and authorize the execution and delivery of the documents needed to implement the issuance, sale and delivery of the Bonds, as provided below; and WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of the Bonds as contemplated by the Authorizing Resolution, this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law. NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA as follows: Section 1. Affirmation of Issuance of Bonds; Approval of Indenture. The CIC hereby affirms its authorization in the Authorizing Resolution of the issuance of the Bonds, but, in order to allow for a refinancing of the CIC's obligations under the 1992 Loan Agreement, the CIC hereby increases the authorized maximum principal amount of the Bonds that may be issued from $10,000,000 to a principal amount of not to exceed $12,000,000. The Bonds shall be issued pursuant to the Law and an Indenture of Trust (the "Indenture"), by and between the CIC and Union Bank, N.A., as trustee (the "Trustee"). The CIC hereby approves the Indenture in the form on file with the Secretary. The Acting Executive Director is hereby authorized and directed to execute the Indenture in such form together with such additions thereto and changes therein as the Acting Executive Director, upon consultation with the Acting General Counsel and Bond Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Acting Executive Director shall be conclusive evidence of the approval of any such additions and changes. The CIC hereby authorizes the delivery and performance of the Indenture as so executed. Section 2. Approval of Bond Purchase Contract. The CIC hereby approves the purchase contract for the Bonds (the "Bond Purchase Agreement"), by and among an underwriter to be selected by the Acting Executive Director (the "Underwriter"), the Alameda Public Financing Authority (the "Authority"), and the CIC, in the form on file with the Secretary. The Acting Executive Director is hereby authorized and directed to execute the Bond Purchase Agreement in such form together with such additions thereto and changes therein as the Acting Executive Director, upon consultation with the Acting General Counsel and Bond Counsel, shall deem necessary, desirable or appropriate, and the execution thereof by the Acting Executive Director shall be conclusive evidence of the approval of any such additions and changes. The CIC hereby approves the negotiated sale of the Bonds to the Authority, and the sale of the Bonds by the Authority to the Underwriter, pursuant to the Bond Purchase Agreement, so long as the Underwriter's discount, excluding original issue discount, does not exceed 3.0% of the principal amount of the Bonds, the net interest cost of the Bonds issued does not exceed 10.0 %, and the initial aggregate principal amount of the Bonds is not in excess of $12,000,000. Pursuant to the Law, the CIC hereby finds and determines that the issuance of the Bonds and the purchase and sale thereof by the Authority 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 and the Authority within the contemplation of Section 6586 of the California Government Code. Section 3. Approval of Official Statement. The CIC hereby authorizes the Acting Executive Director to approve and deem final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, except for permitted omissions, a form of official statement describing the Bonds (the "Preliminary Official Statement "), in the form on file with the Secretary. Distribution of such Preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. The Acting Executive Director is hereby authorized to execute a final official statement for the Bonds (the "Official Statement ") in the form of the Preliminary Official Statement as it may be modified by such additions thereto and changes to the Preliminary Official Statement as the Acting Executive Director, upon consultation with the Acting General Counsel and Bond Counsel, shall deem necessary, desirable or appropriate, and the execution of the final Official Statement by the Acting Executive Director shall be conclusive evidence of the approval of any such additions and changes. The CIC hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 4. Authentication of Bonds. The Bonds, when executed in accordance with the Indenture, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Bonds, when duly executed and authenticated, to or upon the instruction of the Underwriter in accordance with written instructions executed on behalf of the CIC by the Acting Executive Director, which instructions such officer is hereby authorized and directed to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Bonds to the Underwriter in accordance with the Bond Purchase Agreement upon payment of the purchase price therefor. Section 5. Escrow Agreement and Continuing Disclosure Agreement. The Escrow Deposit and Trust Agreement relating to a refinancing of the CIO's obligations under the 1992 Loan Agreement (the "Escrow Agreement ") in the form on file with the Secretary, and the Continuing Disclosure Agreement in the form attached as an appendix to the Preliminary Official Statement (the "Continuing Disclosure Agreement"), each are hereby approved. The Acting Executive Director is hereby authorized and directed to execute and deliver the Escrow Agreement and the Continuing Disclosure Agreement in such forms with such additions thereto or changes therein as the Acting Executive Director, upon consultation with the Acting General Counsel and Bond Counsel, shall deem necessary, desirable or appropriate, and the approval of such changes to be conclusively evidenced by the execution and delivery by the Acting Executive Director of the Escrow Agreement and the Continuing Disclosure Agreement., The CIC hereby authorizes the delivery and performance of the Escrow Agreement and the Continuing Disclosure Agreement each as so executed. Section 6. Affirmation of Authorizina Resolution. The provisions of the Authorizing Resolution are hereby affirmed, except those provisions that are in conflict with the provisions of this Resolution (in which case the provisions of this Resolution shall prevail). Section 7. Official Action. The Chair, the Acting Executive Director, the Treasurer and the Secretary of the CIC, 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 Bonds, the refinancing of the CIC's obligations under the 1992 Loan Agreement and the provision of the Housing Authority Grant and the CIC Loan as described herein. Whenever in this Resolution any officer of the CIC 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 8. Effective Date. This Resolution shall become effective immediately upon adoption. 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 Community Improvement Commission meeting assembled on the 6th day of April, 2011, by the following vote to wit: AYES: Commissioners Bonta, deHaan, Johnson, Tam and Chair Gilmore — 5. NOES: None. ABSENT: None. ABSTENTIONS: None, IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 7th day of April, 2011. Lara Weisiger, City Clerk Community Improvement Commission 11. Marie Gilmore, Chair Community Improvement Commission