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CIC Resolution 11-179COMMUNITY IMPROVEMENT COMMISSION OF THE, CITY OF ALAMEDA RESOLUTION NO. a I A RESOLUTION OF THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA AUTHORIZING THE ISSUANCE OF TAX ALLOCATION HOUSING BONDS TO PROVIDE FINANCIAL ASSISTANCE TO THE HOUSING AUTHORITY OF THE CITY OF ALAMEDA AND AS OTHERWISE REQUIRED FOR THE ACQUISITION AND REHABILITATION OF A RENTAL HOUSING FACILITY COMMONLY KNOWN AS 2428 CENTRAL AVENUE TO BE OCCUPIED BY VERY LOW- INCOME HOUSEHOLDS WHEREAS, Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended (the "Law "), authorizes redevelopment agencies to incur indebtedness for the purpose of financing and refinancing redevelopment and housing activities within or of benefit to redevelopment project areas of redevelopment agencies; and WHEREAS, in furtherance of the housing activities of the Community Improvement Commission of the City of Alameda (the "CIC "), the CIC plans to assist in the financing of the acquisition and rehabilitation of a rental housing facility commonly known as 2428 Central Avenue (the "Project ") to be occupied by very low- income households; and WHEREAS, in order to provide such assistance, on March 2, 2011,the CIC entered into an Owner Participation Agreement (2428 Central Avenue) (the "OPA ") with the Housing Authority of the City of Alameda (the "Housing Authority ") and Resources for Community Development, a California nonprofit public benefit corporation (the "Developer "), pursuant to which the Housing Authority will agree to acquire the Project, and the Developer will rehabilitate and operate the Project; and WHEREAS, in order to make the Project economically viable, the Housing Authority has requested that the CIC provide $8,000,000 to the Housing Authority to be used by the Housing Authority to acquire the Project (the "Housing Authority Grant "), and $1,000,000 to the Developer in the form of a noninterest bearing residual receipts loan (the "CIC Loan ") to be used to pay costs of the rehabilitation of the Project, all as contemplated by the Project financing provisions of the OPA; and WHEREAS, in order to have the funds necessary to make the Housing Authority Grant and the CIC Loan, the CIC has determined at this time to authorize the issuance of tax allocation housing revenue bonds (as further described below, the "Bonds "), under the provisions of the Law; and WHEREAS, the payment of the principal of and interest on the Bonds is to be secured by a pledge of the tax increment revenues received by the CIC from the CIC's merged Business and Waterfront Improvement Project and West End Community Improvement Project (the "Merged Redevelopment Project ") required to be set -aside in the Agency's Low and Moderate Income Housing Fund under the Law (the "Housing Set -Aside Revenues "). NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA as follows: Section 1. Issuance of Bonds. The CIC hereby authorizes the issuance of tax allocation bonds (the "Bonds ") in one or more series in the initial aggregate principal amount of not to exceed $10,000,000. The Bonds shall be issued pursuant to the Law and an Indenture of Trust (the "Indenture "), by and between the CIC and a trustee (the "Trustee "). The Acting Executive Director is hereby authorized and directed to execute an Indenture providing for the issuance of the Bonds in a form acceptable to the Acting Executive Director, following consultation with the Acting City Attorney and Bond Counsel, and the execution thereof by the Executive Director shall be conclusive evidence of the approval by the Acting Executive Director of the Indenture. The Bonds shall be secured by a pledge of and lien on the Housing Set -Aside Revenues, which pledge and lien shall be set forth in the Indenture, and which pledge and lien shall be subject to any prior pledge and lien on the Housing Set -Aside Revenues or any portions thereof in effect on the date hereof. The CIC hereby authorizes the delivery and performance of the Indenture as so executed. Section 2. Approval of Sale of Bonds. The CIC hereby approves the sale of the Bonds pursuant to a bond purchase contract (the "Bond Purchase Agreement "), to be entered into by an underwriter to be selected by the Acting Executive Director (the "Underwriter "), the Alameda Public Financing Authority (the "Authority "), and the CIC, in a form acceptable to the Acting Executive Director, following consultation with the Acting City Attorney and Bond Counsel, and the execution thereof by the Acting Executive Director of the Bond Purchase Agreement shall be conclusive evidence of the approval by the Acting Executive Director of the Bond Purchase Agreement. The CIC hereby approves the negotiated sale of the Bonds to the Authority, and the sale of the Bonds by the Authority to the Underwriter, pursuant to the Bond Purchase Agreement, so long as the Underwriter's discount, excluding original issue discount, does not exceed 3.0% of the initial principal amount of the Bonds, the net interest cost of the Bonds does not exceed 10.0 %, and the initial aggregate principal amount of the Bonds is not in excess of $10,000,000. Section 3. Approval of Official Statement. The CIC hereby authorizes the Acting Executive Director to approve and deem final within the meaning of Rule 15c2- 12 of the Securities Exchange Act of 1934, except for permitted omissions, a form of a Preliminary Official Statement describing the Bonds (the "Preliminary Official Statement "), in a form acceptable to the Acting Executive Director, following consultation with the Acting City Attorney and Bond Counsel. Distribution of such Preliminary Official Statement by the Underwriter to prospective purchasers of the Bonds is hereby approved. The Acting Executive Director is hereby authorized to execute a final Official Statement for the Bonds (the "Official Statement ") in the form of the Preliminary Official Statement as it may be modified by such additions thereto and changes to the Preliminary Official Statement as the Acting Executive Director, upon consultation with the Acting City Attorney and Bond Counsel, shall deem necessary, -2- desirable or appropriate, and the execution of the final Official Statement by the Acting Executive Director shall be conclusive evidence of the approval of any such additions and changes. The Agency hereby authorizes the distribution of the final Official Statement by the Underwriter. Section 4. CIC Loan and Continuing Disclosure Agreement. The CIC hereby authorizes the Acting Executive Director to make the CIC Loan pursuant to the OPA and the Promissory Note — CIC Loan referenced therein. The CIC hereby authorizes the Acting Executive Director to accept the Promissory Note — CIC Loan and to execute a Continuing Disclosure Agreement with respect to the Bonds, each in a form acceptable to the Acting Executive Director following consultation with the Acting City Attorney and Bond Counsel (and, with respect to the Promissory Note — CIC Loan, to the extent consistent with the terms of the OPA), and the acceptance by the Acting Executive Director of the Promissory Note — CIC Loan and the execution of the Continuing Disclosure Agreement by the Acting Executive Director shall be conclusive evidence of the approval by the Acting Executive Director of the Promissory Note — CIC Loan and the Disclosure Agreement. Section 5. Bond Counsel. The firm of Quint & Thimmig LLP is hereby designated as bond counsel to the CIC with respect to the Bonds. The Acting City Attorney, in her role as general counsel to the CIC, is hereby authorized to enter into a contract with Quint & Thimmig LLP for its services as bond counsel for the Bonds, in a form acceptable to the Acting City Attorney. Section 6. Financial Advisor. On September 23, 2010, the CIC issued a Request for Qualifications (RFQ) for financial advisory services for an affordable housing bond issuance. The firm of CSG Advisors Incorporated ("CSG") was selected to provide such services and is hereby designated as financial advisor to the CIC with respect to the Bonds. The Acting Executive Director is hereby authorized and directed to enter into a contract with CSG for its services as financial advisor with respect to the Bonds, in a form acceptable to the Acting Executive Director. Section 7. Official Action. The Chair, the Acting Executive Director, the Treasurer and the Secretary of the CIC, 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, instruments of conveyance, warrants and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and sale of the Bonds and the provision of the Housing Authority Grant and the CIC Loan as described herein. Whenever in this Resolution any officer of the CIC is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 8, Effective Date. This Resolution shall become effective immediately upon 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 Meeting of the Community Improvement Commission and the Housing Authority Board of Commissioners held on the 2nd day of March, 2011, by the following vote to wit: AYES: Commissioners Bonta, deHaan, Johnson, Tam and Chair Gilmore — 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 3rd day of March, 2011. Lara Weisiger, Secretary Community Improvemen' o ission Marie Gilmore, Chair Community Improvement Commission