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Resolution 13373CITY OF ALAMEDA, CALIFORNIA RESOLUTION NO. 13373 A RESOLUTION AUTHORIZING EXECUTION, DELIVERY AND PERFORMANCE OF THIRD PARTY SECURITY AGREEMENT: SPECIFIC RIGHTS TO PAYMENT, WITH WELLS FARGO BANK, NATIONAL ASSOCIATION, FOR THE BENEFIT OF THE ALAMEDA PUBLIC FINANCING AUTHORITY AND THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA RESOLVED, by the City Council of the City of Alameda (the "City Council "), as fol- lows: WHEREAS, on March 17, 1992, the City Council adopted its resolution approving the is- suance by the Alameda Public Financing Authority (the "Authority ") of bonds for the purpose of funding a loan to the Community Improvement Commission of the City of Alameda (the "Com- mission") for the acquisition of land and buildings related to the provision of low and moderate income housing; and WHEREAS, pursuant to an Indenture of Trust, dated as of April 1, 1992 (the "Inden- ture"), by and between the Authority and Bank of America National Trust and Savings Associa- tion, as the initial trustee thereunder, the Authority issued $2,740,000 of its 1992 Revenue Bonds, Series A (West End Community Project — Housing Increment Loan) (the "Bonds "), which provided in part for the delivery of a stand -by letter of credit issued by The Industrial Bank of Japan, Limited, San Francisco Agency (in such capacity, the "Reserve Fund Credit Pro- vider") , in order to satisfy the Reserve Requirement for the Bonds (as such term is defined in the Indenture), and for a loan of the proceeds of the Bonds to the Commission under a Loan Agree- ment, dated as of April 1, 1992 (the "Loan Agreement "), by and between the Authority and the Commission; and WHEREAS, the Indenture and the Loan Agreement provide in part for the delivery of a substitute letter of credit to satisfy the Reserve Requirement in the event that the rating of the unsecured general obligations of the Reserve Fund Credit Provider falls below a "Minimum Rating" of "A" or better by Standard & Poor's Credit Markets Services, a division of The McGraw -Hill Companies, Inc.; and WHEREAS, the Authority and the Commission have been advised that such event has occurred, and the Commission now intends to substitute a letter of credit to be issued by Wells Fargo Bank, National Association (the "Bank "), whose unsecured general obligations are rated at or above the Minimum Rating; and WHEREAS, in connection with the Bank letter of credit, the Bank requires that the City of Alameda (the "City ") enter into a Third Party Security Agreement: Specific Rights to Pay- ment, by and between the City and the Bank (the "Security Agreement "), in which the City pledges with the Bank security for the perfoiniance of the Commission's obligations to the Bank with respect to the letter of credit, as contemplated thereunder and under a Reimbursement Agreement (the "Reimbursement Agreement ") by and between the Bank and the Commission; and WHEREAS, the City Council finds that it is in the public interest of the City for the Commission to satisfy its obligations with respect to the Bonds and the delivery of the letter of credit by the Bank, and for the City to facilitate this by assisting the Commission through the pledge of collateral as herein contemplated. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED that the Commission's entering into the Reimbursement Agreement and the transactions contemplated thereby be and hereby are approved in order to effect the substitution of the letter of credit as contemplated under the Indenture and the Loan Agreement, and in connection therewith, the City be and hereby is authorized to enter into and perform its obligations under the Security Agree- ment, substantially in the form thereof presented at this meeting, with such changes as may be approved by the City Manager or his designate (which approval shall be evidenced by execution and delivery of the Security Agreement as so changed), provided that the obligation of the City thereunder is limited to a special fund consisting of the collateral pledged thereunder (initially, a certificate of deposit with the Bank of funds of the City equal to the Reserve Requirement) and the proceeds thereof as contemplated under the Security Agreement; and the City Manager or his designate be and hereby is authorized to execute and deliver the Security Agreement and related documents and instruments and to cause the pledge and delivery of collateral as provided there- under, and to take such other actions as may be necessary to carry out the purposes of this reso- lution; and that this resolution shall take effect immediately upon its adoption. I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly adopted and passed by the Council of the City of Alameda in a regular meeting assembled on the 17th day of July, 2001, by the following vote to wit: AYES: Councilmembers Daysog, DeWitt, Johnson, Kerr and Mayor Appezzato - 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 18th day of July, 2001. Lara Weisiger, Actin City Clerk City of Alameda