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CIC Resolution 03-116COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA RESOLUTION NO. 0 3 -116 AUTHORIZING THE ISSUANCE AND SALE OF REFUNDING BONDS RELATING TO THE BUSINESS AND WATERFRONT IMPROVEMENT PROJECT AREA, APPROVING AMENDMENT TO INDENTURE OF TRUST, AND APPROVING OTHER RELA'T'ED DOCUMENTS AND ACTIONS RESOLVED, by the Community Improvement Commission of the City of Alameda (the "CIC "), as follows: WHEREAS, the CIC established a Business and Waterfront Improvement Project area (the "BWIP Project Area "), and has completed the fiscal merger of the BWIP Project Area with its West End Community Improvement Project Area; and WHEREAS, prior to the completion of the fiscal merger, the CIC entered into various obligations secured by a pledge of tax increment revenues arising from the BWIP Project Area, including: (i) an Indenture of Trust, dated as of March 1, 2002 (the "Series A Indenture ") between the CIC and Union Bank of California, N.A., as trustee (the "Trustee "), pursuant to which the CIC issued its $5,220,000 Community Improvement Commission of the City of Alameda Business and Waterfront Improvement Project Tax Allocation Bonds, 2002 Series A (the "Series A Bonds "); (ii) a CIC Pledge Agreement, dated as of March 1, 2002 (the "Pledge Agreement "), between the CIC and the City of Alameda (the "City "), pursuant to which the CIC agreed to pay the debt service on the City's $10,000,000 City of Alameda Community Facilities District No. 4 (Demolition and Backbone Infrastructure - FISC and East Housing Sites) Special Tax Bonds, Series 2002 -A (the "CFD Bonds "); (iii) an ISDA Master Agreement and related Schedule and confirmation, dated March 13, 2002 (the "Swap Agreement "), between the CIC and Ambac Financial Services, L.P.; (iv) a Standby Purchase Agreement, dated as of March 1, 2002 (the "Liquidity Facility "), among the CIC, the Trustee and First Union National Bank; and (v) an Indenture of Trust, dated as of March 1, 2002 (the "Series B Indenture "), between the CIC and the Trustee, pursuant to which the CIC issued its $4,640,000 Community Improvement Commission of the City of Alameda Tax Allocation Bonds (Business and Waterfront Improvement Area) Subordinate Taxable Tax Allocation Bonds, 2002 Series B (the "Series B Bonds "); and WHEREAS, the Series A Bonds and the CFD Bonds were acquired by the Alameda Public Financing Authority (the "Authority ") with the proceeds of the Authority's Alameda Public Financing Authority 2002 Revenue Bonds (BWIP Tax Increment and CFD No. 4 Financing) Variable Rate Demand Taxable Series A and Variable Rate Demand Taxable Series B (collectively, the "Authority Bonds "); and WHEREAS, the CIC now proposes to refinance its obligations under the Series A Indenture, the Series A Bonds, the Pledge Agreement, the Swap Agreement and the Liquidity Facility (collectively, the "Senior Obligations ") with the proceeds of its Community Improvement Commission of the City of Alameda Tax Allocation Refunding Bonds (Business and Waterfront Improvement Area), Series 2003C (the "Series C Bonds ") and its Community Improvement Commission of the City of Alameda Taxable Tax Allocation Refunding Bonds (Business and Waterfront Improvement Area), Series 2003D (the "Series D Bonds" and, together with the Series C Bonds, the "Refunding Bonds "), in order to realize interest rate savings and reduce the complexity and costs of administration of its outstanding obligations; and WHEREAS, proceeds of the Refunding Bonds will be used to defease the Authority Bonds and make a termination payment under the Swap Agreement, thereby allowing for a discharge of the CIC's obligations under the Senior Obligations; and WHEREAS, in order to issue the Refunding Bonds, it is necessary to amend the Series B Indenture; and WHEREAS, the CIC has duly considered the above - described transactions and now desires to approve the issuance of the Refunding Bonds, the discharge of the Senior Obligations, the amendment of the Series B Indenture and related documents and actions, in the public interest 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 Refunding Bonds; Approvl of Refunding Indenture. The CIC hereby authorizes the issuance of the Refunding Bonds under and pursuant to an Indenture of Trust (the "Refunding Indenture ") and the Community Redevelopment Law of the State of California, in the maximum aggregate principal amount of $19,000,000. The CIC hereby approves the Refunding Indenture in the form on file with the Secretary. The CIC hereby authorizes and directs the Executive Director to execute and deliver the Refunding 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 Refunding Indenture. Section 2. Approval of Sale of Refunding Bonds; Bond Purchase Contract. The CIC hereby authorizes and approves the sale to E. J. De La Rosa, Inc. (the "Underwriter ") of the Refunding Bonds pursuant to and in accordance with the provisions of a Bond Purchase Agreement between the CIC and the Underwriter (the "Bond Purchase Contract "), so long as the principal amount of the Refunding Bonds is not in excess of $19,000,000, the final maturity of the Refunding Bonds is not later than the final maturity of the Authority Bonds, and the net present value savings as a result of the refinancing of the Senior Obligations by means of the -2- issuance of the Refunding Bonds is not less than $900,000. 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 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 Bond Purchase Contract. Section 3. Approval of Official Statement. The official statement relating to the Refunding Bonds (the "Official Statement "), in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute the Official Statement 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, 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 the Official Statement to persons who may be interested in the purchase of the Refunding Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Refunding Bonds. Distribution by the Underwriter of a preliminary official statement relating to the Refunding Bonds is hereby approved and authorized. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statements and such preliminary official statements were deemed "final" as of their respective dates for purposes of Rule 15c2 -12 of the Securities Exchange Code of 1934, and are authorized to so deem such statements final. Section 4. Approval of Continuing Disclosure Certificate. The Continuing Disclosure Certificate (the "Disclosure Certificate ") related to the Refunding Bonds, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute 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, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Disclosure Certificate by the CIC. Section 5. Approval of Escrow Agreement. The Escrow Deposit and Trust Agreement (the "Escrow Agreement ") related to the refunding of the Senior Obligations and the Authority Bonds, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Escrow Agreement 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, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Escrow Agreement by the CIC. Section 6. Approval of First Supplemental Indenture. The First Supplemental Indenture (the "Supplement ") amending the Series B Indenture, in the form of file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Supplement 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, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Supplement by the CIC. Section 7. Delive,ry of the Refunding Bonds. The Refunding Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the Refunding Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the Refunding Bonds, when duly executed and authenticated, to upon the instruction of the Underwriter in accordance with written instructions executed on behalf of the CIC by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the CIC, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the Refunding Bonds to the Underwriter in accordance with the Bond Purchase Contract upon payment of the purchase price therefor. Section 8. Official Actions. The Chairman, the Executive Director, the Treasurer, the Secretary 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 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 issuance of the Refunding Bonds, the discharge of the Senior Obligations (including the termination of the Swap Agreement and the payment of any termination charge or fee as a consequence thereof) as contemplated by the Escrow Agreement, and all other transactions contemplated by the documents" approved by this Resolution. Section 9. Appointment of Consultants. The Underwriter is hereby appointed to act as underwriter in connection with the offer and sale of the Refunding Bonds, the law firm of Quint & Thimmig LLP is hereby appointed as Bond Counsel and Disclosure Counsel to the CIC in connection with the Refunding Bonds, the firm of Gardner Underwood & Bacon LLC is hereby appointed as financial advisor to the CIC in connection with the Refunding Bonds, and Union Bank of California, N.A. is hereby appointed as trustee for the Refunding Bonds. All fees and expenses of such firms shall be payable solely from the proceeds of the Refunding Bonds (or, in the case of the Underwriter, by means of a discount on the purchase of the Refunding Bonds). Section 10. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. 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 7th day of October, 2003, by the following vote to wit: AYES: Commissioners Daysog, Gilmore, Kerr, Matarrese and Chair Johnson - 5. NOES: None. ABSENT: None. ABSTENTIONS: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said Commission this 8th day of October, 2003. Lara Weisiger, Secretary Community Improvement Commission everly Johnson, _C,hair Community Improv6rn ommission