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CIC Resolution 03-115COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA RESOLUTION NO. 03 -115 AUTHORIZING THE ISSUANCE AND SALE TO AND SALE BY THE ALAMEDA PUBLIC FINANCING AUTHORITY OF BONDS RELATING TO THE MERGED IMPROVEMENT AREAS, APPROVING AN INDENTURE OF TRUST FOR THE BONDS AND APPROVING OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, the CIC has completed the fiscal merger of its Business and Waterfront Improve- ment Project area and its West End Community Improvement Project area (collectively, the "Merged Improvement Areas ") in order to finance redevelopment projects of the CIC within or of benefit to the Merged Improvement Areas; and WHEREAS, the City of Alameda (the "City ") has advanced funds (the "City Advances ") to the CIC in connection with redevelopment activities of the CIC related to the Merged Improvement Ar- eas; and WHEREAS, the CIC wishes to accomplish the economic defeasance of certain of its obliga- tions ( "WECIP Obligations ") with respect to capital improvements heretofore made within the West End Community Improvement Project area and thus facilitate additional redevelopment activities within the Merged Improvement Areas; WHEREAS, the CIC desires to undertake various redevelopment activities within or of benefit to the Merged Improvement Areas (the "Redevelopment Activities "); and WHEREAS, in order to refinance the City Advances and WECIP Obligations and to finance the Redevelopment Activities, the CIC now desires to issue its Community Improvement Commis- sion of the City of Alameda 2003 Tax Allocation Bonds (Merged Improvement Areas) in one or more series (the "Bonds "), and to approve the documents required to issue the CIC Bonds; and WHEREAS, the CIC and the City have heretofore entered into a Joint Exercise of Powers Agreement, establishing the Alameda Public Financing Authority (the "Authority") for the purpose, among others, of providing financial assistance to the CIC and the City; and WHEREAS, the Authority proposes to purchase the Bonds from the CIC and to sell the Bonds to Stone & Youngberg LLC as underwriter of the Bonds (the "Underwriter "); and WHEREAS, the CIC has duly considered all of the foregoing transactions and wishes at this time to approve said transactions and the documents to which the CIC is a party related thereto, in the public interests and in furtherance of the public purposes of the CIC. NOW, THEREFORE, THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA DOES HEREBY RESOLVE as follows: Section 1. Issuance of Bonds, Approval of Indenture. The CIC hereby authorizes the issu- ance of the Bonds under and pursuant to an Indenture of Trust (the "Indenture ") and the Community Redevelopment Law of the State of California, in the maximum principal amount of not to exceed $50,000,000, the final maturity of which shall be not later than July 1, 2033. The CIC hereby ap- proves the Indenture in the form on file with the Secretary. The CIC hereby authorizes and directs the Executive Director to execute and deliver the Indenture in such form, together with any changes therein or additions thereto deemed advisable by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution of such document by the CIC. The CIC hereby authorizes the delivery and performance by the CIC of the Indenture. Section 2. Approval of Sale of Bonds, Bond Purchase Contract. The CIC hereby authorizes and approves the sale to the Authority of the Bonds and the sale by the Authority of the Bonds pursu- ant to and in accordance with the provisions of a Bond Purchase Contract by and among the CIC, the Authority and the Underwriter (the "Bond Purchase Contract "), so long as the principal amount and maturity of the Bonds are not in excess of the maximum limits set forth in Section 1 above. The CIC hereby approves the Bond Purchase Contract in the form on file with the Secretary. The CIC hereby authorizes and directs the Executive Director to execute and deliver the Bond Purchase Contract in such foini, together with any changes therein or additions thereto deemed advisable by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval of such changes to be conclusively evidenced by the execution of such document by the CIC. The CIC hereby au- thorizes the delivery and performance by the CIC of the Bond Purchase Contract. Section 3. Approval of Official Statement. The official statement relating to the Bonds (the "Official Statement"), in the foini on file with the Secretary, is hereby approved. The Executive Di- rector is hereby authorized and directed to execute the Official Statement in said form, with such ad- ditions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with the City Attorney and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Official Statement by the CIC. The Underwriter is hereby authorized to distribute copies of said Official Statement to persons who may be interested in the purchase of the Bonds from the Authority and is directed to deliver such copies to all purchasers of the Bonds. Distribution by the Underwriter of a preliminary official statement relat- ing to the Bonds is hereby approved and authorized. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and such preliminary offi- cial statement were deemed "final" as of their respective dates for purposes of Rule 15c2 -12 under the Securities Exchange Code of 1934, as amended, and are authorized to so deem such statements final. Section 4. Approval of Continuing Disclosure Agreement. The Continuing Disclosure Agreement (the "Disclosure Agreement ") of the CIC related to the Bonds, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to exe- cute and deliver the Disclosure Certificate in said form, with such additions thereto or changes therein as are recommended or approved by the Executive Director upon consultation with the City Attorney and Bond Counsel (including such additions or changes therein as are necessary or advis- able in accordance with Section 5 hereof), the approval of such additions or changes to be conclu- sively evidenced by the execution and delivery of the Disclosure Certificate by the CIC. Section 5. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secre- tary 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, in- struments of conveyance, warrants and other documents which they, or any of them, may deem nec- 2 essary or advisable in order to consummate the issuance of the Bonds, the purchase and resale of the Bonds and all other transactions contemplated by the documents approved by this Resolution. Section 6. Findings. The CIC hereby determines that pursuant to California Health and Safety Code section 33679, the City Council as the legislative body of the City has held the public hearing following the satisfaction of the notice and available summary provisions of said section 33679, and that pursuant to California Health and Safety Code section 33445, the following facts support the allocation of tax increment to that portion of the Project which is subject to the aforesaid provisions: (i) The Project is of benefit to the Merged Improvement Areas, as it will promote and enhance economic development of the Merged Improvement Areas; and (ii) No other reasonable means of financing the Project is available, as the revenues generated by the Project itself will not be sufficient to pay the costs of the Project, and would therefore constitute an unreasonable drain on the other resources of the CIC, if the tax increment from the Merged Improvement Areas is not used to offset the cost of the Project. (iii) That the payment of funds for the acquisition of land or the cost of buildings, facilities, structures, or other improvements will assist in the elimination of one or more blighting conditions inside the Merged Improvement Areas area or provide housing for low- or moderate - income persons and is consistent with the implementation plan adopted pursuant to the provisions of section 33490 of the California Health and Safety Code. Section 7. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. Revised 9/24/03 * * * * * * ** 3 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 16th day of September, 2003, by the following vote to wit: AYES: Commissioners Gilmore, Kerr, Matarrese and Chair Johnson - 4. NOES: Commissioner Daysog -1. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Commission this 17th day of September, 2003. tirC� ) Lara Weisiger, Secretary Li Community Improvement Commission everly Johnson, Community I