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CIC Resolution 08-152COMMUNITY IMPROVEMENT COMMISSION RESOLUTION NO.08 -152 AUTHORIZING THE SUBSTITUTION OF A SURETY BOND FOR THE CASH FUNDED RESERVE ACCOUNT RELATING TO THE COMMISSION'S $17,510,000 COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA TAX ALLOCATION REFUNDING BONDS (BUSINESS AND WATERFRONT IMPROVEMENT AREA) SERIES 2003C, AND THE COMMISSION'S $1,025,000 COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA TAXABLE TAX ALLOCATION REFUNDING BONDS (BUSINESS AND WATERFRONT IMPROVEMENT AREA), SERIES 2003D, APPROVING THE FORM AND AUTHORIZING AND DIRECTING EXECUTION OF A GUARANTY AGREEMENT RELATING TO SUCH SURETY BOND AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Commission has previously issued its $17,510,000 Community Improvement Commission of the City of Alameda Tax Allocation Refunding Bonds (Business and Waterfront Improvement Area), Series 2003C, and its $1,025,000 Community Improvement Commission of the City of Alameda Taxable Tax Allocation Refunding Bonds (Business and Waterfront Improvement Area), Series 2300D (collectively, the "Bonds "), pursuant to that certain Indenture of Trust, dated as of October 1, 2003 (the "Indenture "), by and between the Commission and Union Bank of California, N.A., as trustee (the "Trustee "); and WHEREAS, at the time of execution and delivery of the Bonds, the Commission applied a portion of the proceeds thereof to cash fund a reserve account (the "Reserve Account ") in an amount equal to maximum annual debt service with respect to the Bonds (the "Reserve Requirement "); and WHEREAS, to secure payment of principal of interest on the Bonds, Ambac Assurance Corporation (the "Municipal Bond Insurer ") issued its municipal bond insurance policy; and WHEREAS, the Indenture provides that, at any time, moneys on deposit in the Reserve Account may, with the prior written consent of the Municipal Bond Insurer, be substituted by the Commission with a "Qualified Reserve Account Credit Instrument" being an irrevocable standby or direct -pay letter of credit or surety bond issued by a commercial bank or insurance company and deposited with the Trustee pursuant to the Indenture provided that all of the following requirements are met: (a) the Tong -term credit rating or claims paying ability of such bank or insurance company is in one of the two highest rating categories by S &P and Moody's; (b) such letter of credit or surety bond has a term of at least twelve (12) months; (c) such letter of credit or surety bond has a stated amount at least equal to the portion of the Reserve Requirement with respect to which funds are proposed to be released pursuant to the Indenture; and (d) the Trustee is authorized pursuant to the terms of such letter of credit or surety bond to draw thereunder an amount equal to any deficiencies which may exist from time to time in the Interest Account, the Principal Account or the Sinking Account (as such terms are defined in the Indenture) for the purpose of making payments required pursuant to Indenture; and WHEREAS, the Commission has made application to the Municipal Bond Insurer to issue a surety bond in substitution of moneys on deposit in the Reserve Account and the Municipal Bond Insurer has issued a commitment to issue its surety bond (the "Surety Bond ") in the full amount of the Reserve Requirement; and WHEREAS, the Surety Bond is a Qualified Reserve Account Credit Instrument. NOW, THEREFORE, BE IT RESOLVED as follows: Section 1. Approval of Surety Bond. The Board hereby approves the substitution of the Surety Bond for the moneys on deposit in the Reserve Account. Such moneys, when released to the Commission following the issuance of the Surety Bond, will be segregated by the Commission and applied solely to the funding of capital projects or applied to the payment of interest with respect to the Bonds. Section 2. Approval of Guaranty Agreement. A guaranty agreement, by and between the Commission and the Municipal Bond Insurer, relating to the Surety Bond, substantially in the form on file with the Secretary, be and is hereby approved, and the Executive Director, or any assignee thereof, is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such official, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 3. Additional Authorization. The executive Director, the Secretary and all other appropriate officials of the Commission are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the transactions contemplated thereby. Section 4. Effective Date. This Resolution shall take effect upon its adoption by the Board. 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 Meeting of the Community Improvement Commission on the 15th day of January 2008, by the following vote to wit: AYES: Commissioners deHaan, Gilmore, Matarrese, Tam 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 16th day of January, 2008. Lara Weisiger, Secreta Community Improveme 'mmission Beverly Johnson, Community lmpr�ve ietimission