SACIC Resolution 14-02SUCCESSOR AGENCY TO THE
COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA
RESOLUTION NO. 14 -02
RESOLUTION APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF
A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF TAX ALLOCATION BONDS TO REFUND
OUTSTANDING BONDS OF THE FORMER COMMUNITY IMPROVEMENT
COMMISSION OF THE CITY OF ALAMEDA AND APPROVING RELATED
DOCUMENTS AND ACTIONS
RESOLVED, by the Successor Agency to the Community Improvement
Commission of the City of Alameda (the "Successor Agency "), as successor to the
former Community Improvement Commission of the City of Alameda (the "Former
Agency ") as follows:
WHEREAS, pursuant to section 34172(a) of the California Health and Safety
Code (unless otherwise noted, all section references hereinafter being to such Code),
the Former Agency has been dissolved and no longer exists as a public body, corporate
and politic, and pursuant to section 34173, the Successor Agency has become the
successor entity to the Former Agency; and
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
issued the following bonds for the purpose of financing and refinancing redevelopment
and low and moderate income housing activities which remain outstanding:
(a) Community Improvement Commission of the City of Alameda Insured
Tax Allocation Bonds (Merged Improvement Areas), Series 2003A1 (the "2003A1
Bonds "),
(b) Community Improvement Commission of the City of Alameda Insured
Taxable Tax Allocation Bonds (Merged Improvement Areas), Series 2003A2 (the
"2003A2 Bonds "),
(c) Community Improvement Commission of the City of Alameda
Subordinated Tax Allocation Bonds (Merged Improvement Areas), Series 20038
(the "20038 Bonds "),
(d) Community Improvement Commission of the City of Alameda Tax
Allocation Refunding Bonds (Business and Waterfront Improvement Area),
Series 2003C (the "2003C Bonds "),
(e) Community Improvement Commission of the City of Alameda 2011
Tax Allocation Housing Bonds, Subordinate Series A (Taxable) (Merged
WECIP/BWIP Project Area) (the "2011A Bonds"), and
(f) Community Improvement Commission of the City of Alameda 2011 Tax
Allocation Housing Bonds, Subordinate Series B (Tax-Exempt) (Merged
WECI P/BWIP Project Area) (the "2011 B Bonds" and, with the 2003A1 Bonds, the
2003A2 Bonds, the 20038 Bonds, the 2003C Bonds and the 2011A Bonds, the
"Prior Bonds"); and
WHEREAS, section 34177.5 authorizes the Successor Agency to issue refunding
bonds pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (the "Refunding Law") for the
purpose of achieving debt service savings within the parameters set forth in section
34177.5(a)(1) (the "Savings Parameters"); and
WHEREAS, to determine compliance with the Savings Parameters for purposes
of the issuance by the Successor Agency of its tax allocation refunding bonds (the
"Refunding Bonds"), the Successor Agency has caused its financial advisor, Public
Financial Management, Inc. (the "Financial Advisor"), to prepare an analysis of the
potential savings that will accrue to the Successor Agency and to applicable taxing
entities as a result of the use of the proceeds of the Refunding Bonds to repay all or a
portion of the Prior Bonds and, thereby, to refund all or a portion of the Prior Bonds (the
"Debt Service Savings Analysis"); and
WHEREAS, the Debt Service Savings Analysis has demonstrated that a
refunding of the 2003A1 Bonds, the 2003A2 Bonds, the 2003B Bonds and the 2003C
Bonds will satisfy the Savings Parameters; and
WHEREAS, the Successor Agency has determined that, due to prevailing
financial market conditions, it is in the best interests of the Successor Agency at this
time to issue its Successor Agency to the Community Improvement Commission of the
City of Alameda Subordinate Tax Allocation Refunding Bonds, Series 2014A (the
"2014A Bonds"), to refund the 2003A1 Bonds, the 2003B Bonds and the 2003C Bonds,
and its Successor Agency to the Community Improvement Commission of the City of
Alameda Subordinate Taxable Tax Allocation Refunding Bonds, Series 2014B (the
"2014B Bonds" and, with the 2014A Bonds, the "Bonds"), to refund the 2003A2 Bonds,
pursuant to an indenture of trust, by and between the Successor Agency and MUFG
Union Bank, N.A., as trustee; and
WHEREAS, the Successor Agency adopted its Resolution No. 14-01 on
September 16, 2014, authorizing issuance of the Bonds and approving the form and
authorizing execution of the various documents prepared in connection therewith; and
WHEREAS, a preliminary official statement to be used in connection with the
offering and sale of the Bonds has been prepared and it is appropriate at this time for
the Successor Agency to approve the form thereof and its distribution to prospective
purchasers of the Bonds.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Official Statement. The Successor Agency hereby approves and
deems final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934
except for permitted omissions, a preliminary official statement describing the Bonds in
the form on file with the Secretary (the "Preliminary Official Statement'). Distribution of
the Preliminary Official Statement by Piper Jaffray & Co., as underwriter of the Bonds,
to prospective purchasers of the Bonds is hereby approved. The Chairman, the Vice
Chairman, the Treasurer or the Executive Director (the "Designated Officers ") or any
designees thereof, are hereby authorized to execute the final form of an official
statement, including as it may be modified by such additions thereto and changes
therein as a Designated Officer shall deem necessary, desirable or appropriate (the
"Final Official Statement'), and the execution of the Final Official Statement by a
Designated Officer shall be conclusive evidence of the approval of any such additions
and changes. The Successor Agency hereby authorizes the distribution of the Final
Official Statement by the Underwriter. The Final Official Statement shall be executed in
the name and on behalf of the Successor Agency by a Designated Officer.
Section 2. Official Actions. The Chairman, the Vice Chairman, the Executive
Director, the Treasurer and the Secretary of the Successor Agency, and any and all
other officers of the Successor Agency, are hereby authorized and directed, for and in
the name and on behalf of the Successor Agency, 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. Whenever in this resolution
any officer of the Successor Agency 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.
I, the undersigned Secretary of the Successor Agency to the Community
Improvement Commission of the City of Alameda, hereby certify that the foregoing is a
full, true and correct copy of a resolution adopted by the Successor Agency at a
meeting thereof on the 18th day of November, 2014, by the following vote of the
members thereof:
AYES: Councilmembers Chen, Daysog, Ezzy Ashcraft, Tam and
Mayor 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 1 gth day of November, 2014.
1-161,,--c- (--\ "---
Lara Weisiger, Ci C lerk
City of Alameda �
APPROVED AS TO FORM:
JanetC. Kern
City`Attorney