Resolution 13425CITY OF ALAMEDA RESOLUTION NO. 13425
APPROVING REVISED BOND FINANCING DOCUMENTS FOR CITY OF
ALAMEDA COMMUNITY FACILITIES DISTRICT >NO. 4 AND COMMUNITY
IMPROVEMENT COMMISSION BOND ISSUES, AND AUTHORIZING AND
DIRECTING ACTIONS WITH RESPECT THERETO
RESOLVED, by the City Council (the "Council ") of the City of Alameda (the "City "), as
follows:
WHEREAS, on August 21, 2001, the Council adopted Resolution No. 13382
"Authorizing the Issuance of Special Tax Bonds for Community Facilities District No 4
(Demolition and Backbone Infrastructure - FISC and East Housing Sites), and Approving a
Fiscal Agent Agreement and Other Related Documents and Actions" (the "Prior Resolution "),
which Prior Resolution approved various documents related to, and authorized the issuance of
the City's Community Facilities District No. 4 (Demolition and Backbone Infrastructure - FISC
and East Housing Sites) (the "District ") Special Tax Bonds, Series 2001 -A (the "CFD Bonds ")
and the sale of the CFD Bonds to the Alameda Public Financing Authority (the "Authority "),
with the purchase price of the CFD Bonds to be paid from the proceeds of the Authority's 2001
Revenue Bonds Adjustable Rate Taxable Series A (the "Authority Bonds"); and
WHEREAS, in connection with the negotiation of credit enhancement for the 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 City, 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, and the Council, with the assistance of staff of the City and the CIC,' has
reviewed said documents and now desires to approve them so that the CFD 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 City Clerk, be and are hereby approved, and the Mayor, the City Manager and the
Director of Finance (collectively, the "Authorized Officers "), each acting alone, are hereby
authorized and directed to execute and deliver (where such execution and delivery is required
by the City), for and on behalf of the City and the District, said documents in such form
together with any changes, insertions or deletions as may be approved by the Director of
Finance upon consultation with the City Attorney and Bond Counsel, the approval thereof to be
conclusively evidenced by the execution and delivery by the City of the respective documents.
The City Clerk is hereby authorized and directed to attest such official's signature to such
documents, where indicated by any such document.
(a) Fiscal Agent Agreement, between the City and Union Bank of California,
N.A., as fiscal agent;
(b) CIC Pledge Agreement, between the City and the Community Improvement
Commission of the City of Alameda (the "CIC');
(c) Bond Purchase Contract, between the Authority and the City;
(d) Continuing Disclosure Certificate -City, by the City for the benefit of the
owners of the Authority Series A and Series B Bonds;
(e) Preliminary Official Statement relating to the Authority Series A and Series B
Bonds (the "Preliminary Official Statement "); and
(f) Bond Purchase Agreement related to the Authority Series A and Series B
Bonds, among the Authority, E.J. De La Rosa & Co., Inc. (the "Underwriter "), the City
and the CIC.
The Council hereby affirms its approval of the issuance of the CIC Bonds (described in
the Preliminary Official Statement) by the CIC, said issuance to now consist of two series of the
CIC Bonds, and the Council hereby approves the sale of one of the series of the CIC Bonds to
the Underwriter and the sale of the other series of the CIC Bonds to the Authority. The Council
hereby further approves the execution by the Agency of the Swap Agreement, as that term is
used in the CIC Indenture referenced in the CIC Pledge Agreement approved above.
Section 2. Other. Actions Related to Official Statement. The Authorized Officers, each
acting alone, are hereby authorized and directed, for and in the name and on behalf of the City,
to make changes to the Preliminary Official Statement prior to its dissemination to prospective
investors, and to bring the Preliminary Official Statement into the - form of a final official
statement (the "Official Statement ") including such additions thereto or changes therein as are
recommended or approved by any of such officers upon consultation with the City Attorney
and Bond Counsel. The Authorized Officers, each acting alone, are hereby authorized and
directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to
distribute copies of the Preliminary Official Statement to persons who may be interested in the
purchase of the Authority Bonds and is directed to deliver copies of the Official Statement to all
actual purchasers of the Authority Bonds.
The Authorized Officers, each acting alone, are hereby authorized to execute a certificate
or certificates to the effect that the Official Statement and the Preliminary Official Statement
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 Mayor, the City Manager, the Director of Finance, the
City Clerk, the City Attorney and any and all other officers of the City are hereby authorized
and directed, for and in the name and on behalf of the City and the District, 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
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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 CFD Bonds (with one series being sold to the Authority
and one series being sold to the Underwriter), 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 Council of the City of Alameda in a regular meeting assembled on the
15th day of January, 2002, by the following vote to wit:
AYES: Councilmembers Daysog, DeWitt,
Mayor Appezzato - 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and a
16th day of January, 2002.
C--facat
son, Ke
xed the o
cial seal of said City this
Lara Weisiger, City Clerk
City of Alameda