SACIC Resolution 14-01SUCCESSOR AGENCY TO THE
COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA
RESOLUTION NO. 14 -01
RESOLUTION APPROVING THE ISSUANCE OF REFUNDING BONDS IN ORDER TO
REFUND CERTAIN OUTSTANDING BONDS OF THE FORMER COMMUNITY
IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA, APPROVING THE
EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, ESCROW
AGREEMENTS AND A BOND PURCHASE AGREEMENT RELATING THERETO,
REQUESTING OVERSIGHT BOARD APPROVAL OF THE ISSSUANCE OF THE
REFUNDING BONDS, REQUESTING CERTAIN DETERMINATIONS BY THE
OVERSIGHT BOARD, AND PROVIDING FOR OTHER MATTERS PROPERLY
RELATING THERETO
RESOLVED, by the Successor Agency to the Community Improvement
Commission of the City of Alameda (the "Successor Agency "), as successor to the
former Community Improvement Commission of the City of Alameda (the "Former
Agency ") as follows:
WHEREAS, pursuant to section 34172(x) of the California Health and Safety
Code (unless otherwise noted, all section references hereinafter being to such Code),
the Former Agency has been dissolved and no longer exists as a public body, corporate
and politic, and pursuant to section 34173, the Successor Agency has become the
successor entity to the Former Agency;
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
issued the following bonds for the purpose of financing and refinancing redevelopment
and low and moderate income housing activities which remain outstanding:
(a) Community Improvement Commission of the City of Alameda Insured
Tax Allocation Bonds (Merged Improvement Areas), Series 2003A1 (the "2003A1
Bonds "),
(b) Community Improvement Commission of the City of Alameda Insured
Taxable Tax Allocation Bonds (Merged Improvement Areas), Series 2003A2 (the
"2003A2 Bonds "),
(c) Community Improvement Commission of the City of Alameda
Subordinated Tax Allocation Bonds (Merged Improvement Areas), Series 2003B
(the "20036 Bonds "),
(d) Community Improvement Commission of the City of Alameda Tax
Allocation Refunding Bonds (Business and Waterfront Improvement Area),
Series 2003C (the "2003C Bonds "),
(e) Community Improvement Commission of the City of Alameda 2011
Tax Allocation Housing Bonds, Subordinate Series A (Taxable) (Merged
WECIP /BWIP Project Area) (the "2011A Bonds "), and
(f) Community Improvement Commission of the City of Alameda 2011 Tax
Allocation Housing Bonds, Subordinate Series B (Tax- Exempt) (Merged
WECIP /BWIP Project Area) (the "2011 B Bonds" and, with the 2003A1 Bonds, the
2003A2 Bonds, the 2003B Bonds, the 2003C Bonds and the 2011A Bonds, the
"Prior Bonds "); and
WHEREAS, section 34177.5 authorizes the Successor Agency to issue refunding
bonds pursuant to Article 11 (commencing with section 53580) of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (the "Refunding Law ") for the
purpose of achieving debt service savings within the parameters set forth in section
34177.5(a)(1) (the "Savings Parameters "); and
WHEREAS, to determine compliance with the Savings Parameters for purposes
of the issuance by the Successor Agency of its tax allocation refunding bonds (the
"Refunding Bonds "), the Successor Agency has caused its financial advisor, Public
Financial Management, Inc. (the "Financial Advisor "), to prepare an analysis of the
potential savings that will accrue to the Successor Agency and to applicable taxing
entities as a result of the use of the proceeds of the Refunding Bonds to repay all or a
portion of the Prior Bonds and, thereby, to refund all or a portion of the Prior Bonds (the
"Debt Service Savings Analysis "); and
WHEREAS, the Debt Service Savings Analysis has demonstrated that a
refunding of the 2003A1 Bonds, the 2003A2 Bonds, the 2003B Bonds and the 2003C
Bonds will satisfy the Savings Parameters; and
WHEREAS, the Successor Agency desires at this time to authorize the issuance
of its Successor Agency to the Community Improvement Commission of the City of
Alameda Tax Allocation Refunding Bonds, Series 2014A (the "2014A Bonds "), to refund
the 2003A1 Bonds, the 2003B Bonds and the 2003C Bonds, and its Successor Agency
to the Community Improvement Commission of the City of Alameda Taxable Tax
Allocation Refunding Bonds, Series 20148 (the "2014B Bonds" and, with the 2014A
Bonds, the "Bonds "), to refund the 2003A2 Bonds, pursuant to an indenture of trust, by
and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the
"Indenture "); and
WHEREAS, pursuant to section 34179, an oversight board (the "Oversight
Board ") has been established for the Successor Agency; and
WHEREAS, the Successor Agency is now requesting that the Oversight Board
direct the Successor Agency to undertake the refunding proceedings and to approve the
issuance of the Bonds pursuant to this Resolution and the Indenture; and
WHEREAS, the Successor Agency further requests that the Oversight Board
make certain determinations described below on which the Successor Agency will rely
in undertaking the refunding proceedings and the issuance of the Bonds; and
WHEREAS, the Successor Agency has determined to sell the Bonds to Piper
Jaffray & Co. (in such capacity, together with any other underwriter selected by the
Successor Agency to serve as a co- manager, the "Underwriter ") pursuant to the terms
of a bond purchase agreement (the "Purchase Agreement ") to be entered into by the
Successor Agency and the Underwriter; and
WHEREAS, following approval by the Oversight Board of the issuance of the
Bonds by the Successor Agency and upon submission of this Resolution and a
resolution of approval of the Oversight Board (the "Oversight Board Resolution ") to the
California Department of Finance, the Successor Agency will, with the assistance of its
disclosure counsel, the Financial Advisor and its fiscal consultant, cause to be prepared
a form of official statement for the Bonds describing the Bonds and containing material
information relating to the Successor Agency and the Bonds, the preliminary form of
which will be submitted to the Successor Agency for approval for distribution by the
Underwriter to persons and institutions interested in purchasing the Bonds.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Determination of Savings. The Successor Agency has determined that
there are significant potential savings available to the Successor Agency and to
applicable taxing entities in compliance with the Savings Parameters by the issuance by
the Successor Agency to the 2014A Bonds to provide funds to refund and defease the
2003A1 Bonds, the 20038 Bonds and the 2003C Bonds, and by the issuance by the
Successor Agency to the 2014B Bonds to provide funds to refund and defease the
2003A2 Bonds, all as evidenced by the Debt Service Savings Analysis on file with the
Secretary of the Successor Agency, which Debt Service Savings Analysis is hereby
approved.
Section. 2. Approval of Issuance of the Bonds.
(a) The Successor Agency hereby authorizes and approves the issuance of the
2014A Bonds under the Law and the Refunding Law in the aggregate principal amount
of not to exceed $33,000,000, provided that the 2014A Bonds are in compliance with
the Savings Parameters at the time of sale and delivery.
(b) The Successor Agency hereby authorizes and approves the issuance of the
20148 Bonds under the Law and the Refunding Law in the aggregate principal amount
of not to exceed $32,000,000, provided that the 20148 Bonds are in compliance with
the Savings Parameters at the time of sale and delivery.
Section 3. Approval of Indenture.
The Successor Agency hereby approves the Indenture prescribing the terms and
provisions of the Bonds and the application of the proceeds of the Bonds. Each of the
Chair, Executive Director or Treasurer of the Successor Agency (each, an "Authorized
Officer "), is hereby authorized and directed to execute and deliver, and the Secretary of
the Successor Agency, is hereby authorized and directed to attest to, the Indenture for
and in the name and on behalf of the Successor Agency, in the form on file with the
Secretary of the Successor Agency, with such changes therein, deletions therefrom and
additions thereto as the Authorized Officer executing the same shall approve, such
approval to be conclusively evidenced by the execution and delivery of the Indenture.
The Successor Agency hereby authorizes the delivery and performance of the
Indenture.
Section 4. Approval of Escrow Agreements.
(a) The form of escrow agreement, by and between the Successor Agency and
MUFG Union Bank, N.A., as escrow bank (the "Escrow Bank "), relating to the refunding
and defeasance of the 2003A1 Bonds (the "2003A1 Escrow Agreement "), in the form on
file with the Secretary of the Successor Agency, is hereby approved and the Authorized
Officers are, each acting alone hereby authorized and directed, for and in the name and
on behalf of the Successor Agency, to execute and deliver the 2003A1 Escrow
Agreement with such changes therein, deletions therefrom and additions thereto as the
Authorized Officer executing the same shall approve, such approval to be conclusively
evidenced by the execution and delivery of the 2003A1 Escrow Agreement. The
Successor Agency hereby authorizes the delivery and performance of the 2003A1
Escrow Agreement.
(b) The form of escrow agreement, by and between the Successor Agency the
Escrow Bank, relating to the refunding and defeasance of the 2003A2 Bonds (the
"2003A2 Escrow Agreement "), in the form on file with the Secretary of the Successor
Agency, is hereby approved and the Authorized Officers are, each acting alone hereby
authorized and directed, for and in the name and on behalf of the Successor Agency, to
execute and deliver the 2003A2 Escrow Agreement with such changes therein,
deletions therefrom and additions thereto as the Authorized Officer executing the same
shall approve, such approval to be conclusively evidenced by the execution and delivery
of the 2003A2 Escrow Agreement. The Successor Agency hereby authorizes the
delivery and performance of the 2003A2 Escrow Agreement.
(c) The form of escrow agreement, by and between the Successor Agency the
Escrow Bank, relating to the refunding and defeasance of the 2003B Bonds (the "20036
Escrow Agreement "), in the form on file with the Secretary of the Successor Agency, is
hereby approved and the Authorized Officers are, each acting alone hereby authorized
and directed, for and in the name and on behalf of the Successor Agency, to execute
and deliver the 2003B Escrow Agreement with such changes therein, deletions
therefrom and additions thereto as the Authorized Officer executing the same shall
approve, such approval to be conclusively evidenced by the execution and delivery of
the 2003B Escrow Agreement. The Successor Agency hereby authorizes the delivery
and performance of the 2003B Escrow Agreement.
(d) The form of escrow agreement, by and between the Successor Agency the
Escrow Bank, relating to the refunding and defeasance of the 2003C Bonds (the "2003C
Escrow Agreement "), in the form on file with the Secretary of the Successor Agency, is
hereby approved and the Authorized Officers are, each acting alone hereby authorized
and directed, for and in the name and on behalf of the Successor Agency, to execute
and deliver the 2003C Escrow Agreement with such changes therein, deletions
therefrom and additions thereto as the Authorized Officer executing the same shall
approve, such approval to be conclusively evidenced by the execution and delivery of
the 2003C Escrow Agreement. The Successor Agency hereby authorizes the delivery
and performance of the 2003C Escrow Agreement.
Section 5. Sale of Bonds. The Successor Agency hereby approves the Purchase
Agreement. The Authorized Officers, each acting alone, are hereby authorized and
directed to execute and deliver the Purchase Agreement for and in the name and on
behalf of the Successor Agency, in the form on file with the Secretary of the Successor
Agency, with such changes therein, deletions therefrom and additions thereto as the
Authorized Officer executing the same shall approve, such approval to be conclusively
evidenced by the execution and delivery of the Purchase Agreement. The Successor
Agency hereby authorizes the delivery and performance of the Purchase Agreement.
The Authorized Officers are further authorized to select one or more co- managing
underwriters for one or more series of the Bonds.
Section 6. Issuance of Bonds in Whole or in Part. It is the intent of the Successor
Agency to sell and deliver the Bonds in whole, provided that there is compliance with
the Savings Parameters. However, the Successor Agency will initially authorize the sale
and delivery of the Bonds in whole or, if such Savings Parameters cannot be met with
respect to the whole, then in part; provided that the Bonds so sold and delivered in part
are in compliance with the Savings Parameters. The sale and delivery of the Bonds in
part will in each instance provide sufficient funds only for the refunding of that portion of
the Bonds that meet the Savings Parameters. In the event the Bonds are initially sold in
part, the Successor Agency intends to sell and deliver additional parts of the Bonds
without the prior approval of the Oversight Board provided that in each such instance
the Bonds so sold and delivered in part are in compliance with the Savings Parameters.
Section 7. Municipal Bond Insurance and Surety Bonds. The Authorized Officers,
each acting alone, are hereby authorized and directed to take all actions necessary to
obtain a municipal bond insurance policy for the Bonds and reserve account surety
bonds for the Bonds from a municipal bond insurance company if it is determined, upon
consultation with the Financial Advisor and the Underwriter, that such municipal bond
insurance policy and /or surety bonds will reduce the true interest casts with respect to
the Bonds.
Section 8. Approval of Official Statement. Following approval by the Oversight
Board of the issuance of the Bonds by the Successor Agency and upon submission of
this Resolution and the Oversight Board Resolution to the California Department of
Finance, the Successor Agency will, with the assistance of its disclosure counsel, its
fiscal consultant and the Financial Advisor, cause to be prepared a form of official
statement for the Bonds describing the Bonds and containing material information
relating to the Successor Agency and the Bonds, the preliminary form of which will be
submitted to the Successor Agency for approval for distribution by the Underwriter to
persons and institutions interested in purchasing the Bonds.
Section 9. Oversight Board Approval of the Issuance of the Bonds. The
Successor Agency hereby requests the Oversight Board, as authorized by section
34177.5(f), to direct the Successor Agency to undertake the refunding proceedings and
as authorized by section 34177.5(f) and section 34180 to approve the issuance of the
Bonds pursuant to section 34177.5(a)(1), this Resolution and the Indenture.
Section 10. Determinations by the Oversight Board. The Successor Agency
requests that the Oversight Board make the following determinations upon which the
Successor Agency will rely in undertaking the refunding proceedings and the issuance
of the Bonds:
(a) The Successor Agency is authorized, as provided in section 34177.5(f), to
recover its costs related to the issuance of the Bonds from the proceeds of the Bonds,
including the cost of reimbursing its administrative staff for time spent with respect to the
authorization, issuance, sale and delivery of the Bonds;
(b) The application of the proceeds of the 2014A Bonds by the Successor
Agency to the refunding and defeasance of the 2003A1 Bonds, the 2003B Bonds and
the 2003C Bonds and the application of the proceeds of the 2014B Bonds to the
refunding and defeasance of the 2003A2 Bonds, as well as the payment by the
Successor Agency of costs of issuance of the Bonds, as provided in section 34177.5(a),
shall be implemented by the Successor Agency promptly upon sale and delivery of the
Bonds, notwithstanding section 34177.3 or any other provision of law to the contrary,
without the approval of the Oversight Board, the California Department of Finance, the
Alameda County Auditor - Controller or any other person or entity other than the
Successor Agency; and
(c) The Successor Agency shall be entitled to receive its full Administrative Cost
Allowance under section 34181(a)(3) without any deductions with respect to continuing
costs related to the Bonds, such as trustee's fees, auditing and fiscal consultant fees
and continuing disclosure and rating agency costs (collectively, "Continuing Costs of
Issuance "), and such Continuing Costs of Issuance shall be payable from property tax
revenues pursuant to section 34183. In addition and as provided by section 34177.5(f),
if the Successor Agency is unable to complete the issuance of the Bonds for any
reason, the Successor Agency shall, nevertheless, be entitled to recover its costs
incurred with respect to the refunding proceedings of the Bonds from such property tax
revenues pursuant to section 34183 without reduction in its Administrative Cost
Allowance.
Section 11. Filing of Debt Service Savings Analysis and Resolution. The
Secretary of the Successor Agency is hereby authorized and directed to file the Debt
Service Savings Analysis, together with a certified copy of this Resolution, with the
Oversight Board, and, as provided in section 341800) with the Alameda County
Administrative Officer, the Alameda County Auditor - Controller and the California
Department of Finance.
Section 12. Official Actions. The Authorized Officers and any and all other
officers of the Successor Agency are hereby authorized and directed, for and in the
name and on behalf of the Successor Agency, to do any and all things and take any and
all actions, which they, or any of them, may deem necessary or advisable in obtaining
the requested approvals by the Oversight Board and the California Department of
Finance and in the issuance, sale and delivery of the Bonds. Whenever in this
Resolution any officer of the Successor Agency is directed 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 is absent or unavailable.
Section 13. 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 Successor Agency to the Community
Improvement Commission in a special joint meeting assembled on the 16th day of
September, 2014, by the following vote to wit:
AYES: Councilmembers Chen, Daysog, Ezzy Ashcraft, Tam
and Mayor Gilmore — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official
sea[ of said City this 17th day of September, 2014.
Lara Weisiger, Cit � C rk
City of Alameda
APPROVED AS TO FORM:
J64�6�-' Kern
C"ttorney
CITY OF ALAMEDA RESOLUTION NO. 14966
RESOLUTION APPROVING CONTINUING DISCLOSURE
PROCEDURES
RESOLVED, by the City Council (the "Council ") of the City of Alameda (the
"City ") as follows:
WHEREAS, to (a) ensure that annual continuing disclosure reports filed with the
Municipal Securities Rulemaking Board's Electronic Municipal Market Access ( "EMMA ")
system by the City and all other entities created by the City or by State law for which the
Council serves as the governing or legislative body, (b) ensure that event notices and
any other filings with EMMA are accurate and comply with all applicable federal and
state securities laws, and (c) promote best practices regarding the preparation of such
documents, it is appropriate for the Council to adopt continuing disclosure procedures;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Continuing Disclosure Procedures. To (a) ensure that annual
continuing disclosure reports filed with EMMA by the City and all other entities created
by the City or by State law for which the Council serves as the governing or legislative
body, (b) ensure that event notices and any other filings with EMMA are accurate and
comply with all applicable federal and state securities laws, and (c) promote best
practices regarding the preparation of such documents, the Council hereby adopts
continuing disclosure procedures in the form attached hereto as Exhibit A.
Section 2. Official Actions. The Mayor, the Vice Mayor, the City Manager, the
Finance Director and the City Clerk, 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, 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 furtherance of the intent of this Resolution.
Section 3. Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
CONTINUING DISCLOSURE PROCEDURES
A. Purpose
These continuing disclosure procedures ("Continuing Disclosure Procedures"
or "Procedures") of the City of Alameda (the "City"), are intended to (a) ensure that
the City's Continuing Disclosure Documents (as defined below) are accurate and
comply with all applicable federal and state securities laws, and (b) promote best
practices regarding the preparation of the City's Continuing Disclosure Documents.
For purposes of these Procedures, the "City" shall mean the City of Alameda,
California, and those independent agencies, joint power authorities, special districts,
component units, successor agency to the dissolved Redevelopment Agency of the
City of Alameda, housing authorities or other entities created by the City Council of
the City or by State law for which the City Council of the City serves as the governing
or legislative body, or for which at least one City officer serves as a member of the
governing or legislative body in his or her official capacity and the City has agreed to
provide initial or continuing disclosure in connection with the issuance of securities.
II. KEY PARTICIPANTS
A. Disclosure Practices Working Group
1. Composition. The Disclosure Practices Working Group (the "Disclosure
Working Group") has been created by the City Manager to have general oversight
over the entire continuing disclosure process. Membership in the Disclosure Working
Group shall be appointed by the City Manager (in consultation with the Finance
Director) and consist of persons relevant to the disclosure process. The following
persons currently constitute the Disclosure Working Group, commencing October
2014:
(a) Finance Director her designee, as applicable, constituting the
chief financial officer of the City ("Finance Director");
(b) the Disclosure Coordinator (as defined below);
(c) the Disclosure Consultant
(d) and any other individuals appointed by the Finance Director.
The Disclosure Working Group shall consult with finance team members or other
interested parties as the Finance Director or any other member of the Disclosure
Working Group determine is advisable related to continuing disclosure issues and
practices. All meetings of the Disclosure Working Group may be held telephonically.
The Disclosure Working Group is an internal working group of City staff and not a
decision-making or advisory body subject to the provisions of the Ralph M. Brown Act
(Government Code Section 54950 et seq.).
2. Responsibilities. The Disclosure Working Group is responsible for:
(a) reviewing and approving all continuing disclosure obligations as
contained in City Official Statements before such documents are released;
(b) reviewing annually the City's status and compliance with
continuing disclosure obligations including filings of Continuing Disclosure
Documents and compliance with these Procedures and the annual report
prepared by the Disclosure Consultant as described in Section II (C) below;
(c) reviewing any items referred to the Disclosure Working Group;
and
(d) evaluating the effectiveness of these Continuing Disclosure
Procedures and approving changes to these Continuing Disclosure
Procedures;
"Continuing Disclosure Documents" means (a) annual continuing disclosure
reports filed with the MSRB and (b) event notices and any other filings with the
MSRB.
"Official Statements" means preliminary and final official statements, private
placement memoranda and remarketing memoranda relating to the City's securities,
together with any supplements, for which a continuing disclosure obligation is
required.
B. Disclosure Coordinator
1. Appointment. The Finance Director, in consultation with the other
members of the Disclosure Working Group, shall select and appoint the Disclosure
Coordinator. The initial Disclosure Coordinator hereunder is the Finance Supervisor
of the City.
2. Responsibilities. The Disclosure Coordinator is responsible for:
(a) preparing and filing the Continuing Disclosure Documents, to the
extent such filings are not prepared and filed by the Disclosure Consultant.
(b) serving as a "point person" for personnel to communicate issues
or information that should be or may need to be included in any Continuing
Disclosure Document;
(c) monitoring compliance by the City with these Continuing
Disclosure Procedures, including timely dissemination of the annual report and
event filings as described in Sections III (B) and (C) below;
(d) recommending changes to these Continuing Disclosure
Procedures to the Disclosure Working Group as necessary or appropriate;
(e) following up with others, including management of outside
consultants assisting the City, in the preparation and dissemination of
Continuing Disclosure Documents to make sure that assigned tasks have
been completed on a timely basis and making sure that the filings are made
on a timely basis and are accurate;
(f) together with the Finance Director, coordinating the timely
provision of information to the Disclosure Consultant as needed to fulfill its
responsibilities to the City;
(g) in anticipation of preparing Continuing Disclosure Documents,
soliciting "material" information (as defined in Securities and Exchange Rule
10b -5) from City departments;
(h) maintaining records documenting the City's compliance with
these Continuing Disclosure Procedures; and
(i) reviewing compliance with and providing appropriate
certifications in connection with the various covenants in bond documents
related to maintenance of revenues, meeting coverage tests, disposing of
property and plan limitations. The Disclosure Coordinator shall review the
bond documents to determine which covenants require an annual or regular
certification and maintain a list with the Disclosure Coordinator. The Disclosure
Coordinator may delegate such compliance requirements to the Disclosure
Consultant.
C. Disclosure Consultant
1. Appointment. The Finance Director shall hire the Disclosure Consultant
in consultation with the Disclosure Working Group. The Disclosure Consultant shall
have significant expertise and experience related to on -going disclosure
requirements for municipal securities.
2. Responsibilities. The Disclosure Consultant is responsible for:
(a) preparing and /or filing the Continuing Disclosure Documents;
(b) communicating to the Disclosure Working Group its information
needs, reviewing Continuing Disclosure Documents and other relevant
information, consulting with appropriate City staff or interested parties needed
to confirm that the City is meeting its continuing disclosure obligations;
(c) providing an annual report to the Disclosure Working Group
regarding the City's compliance with its ongoing continuing disclosure
obligations;
(d) from time to time, making recommendations to the Disclosure
Working Group regarding ways the City may improve these Procedures and
methods of meeting its continuing disclosure obligations;
(e) assisting the Disclosure Coordinator with the covenants listed in
Section II (B)(i); and
(f) such other items as assigned to the Disclosure Consultant by the
Finance Director.
III. CONTINUING DISCLOSURE FILINGS
A. Overview of Continuing Disclosure Filings
Under the continuing disclosure undertakings it has entered into in connection
with its debt offerings, the City is required to file annual reports with the Municipal
Securities Rulemaking Board's ( "MSRB ") Electronic Municipal Market Access
( "EMMA ") system in accordance with such agreements in each year. Such annual
reports are required to include certain updated financial and operating information (or
may refer to a publicly - available document), which varies among the different
obligations issued by the City, and the City's audited financial statements.
The City is also required under the continuing disclosure undertakings to file
notices of certain events with EMMA.
B. Annual Reports
The Disclosure Coordinator shall ensure that the preparation of the City's
annual reports shall commence as required under each specific continuing disclosure
obligation. Before any annual report is submitted to EMMA, the Disclosure
Coordinator shall confer with the Disclosure Working Group as needed regarding the
content and accuracy of any annual report. Prior to each filing, the Disclosure
Coordinator will review each report with the Disclosure Consultant, and the
Disclosure Consultant will confirm in writing (which may be by email) that such report
appears to comply with the requirements of the applicable continuing disclosure
undertaking.
C. Event Filings
Each member of the Disclosure Working Group shall notify the other members
of the Disclosure Working Group if he or she becomes aware of any of the material
events listed in any of the City's continuing disclosure undertakings. The Disclosure
Working Group may meet to discuss the event and to determine, in consultation with
the Disclosure Consultant to the extent determined by the Disclosure Coordinator
and the Finance Director, whether a filing is required or is otherwise desirable.
D. Uncertainty
The Finance Director may direct questions regarding the Policy or disclosure
to the Disclosure Consultant, disclosure counsel, bond counsel or the city attorney or
such other counsel or consultant he /she deems appropriate.
IV. DOCUMENTS TO BE RETAINED
The Disclosure Coordinator shall be responsible for retaining records
demonstrating compliance with these Continuing Disclosure Procedures. The
Disclosure Coordinator shall retain an electronic or paper file ( "Disclosure File ") for
each continuing disclosure annual report that the City completes. Each Disclosure
File shall include final versions of Continuing Disclosure Documents; written
confirmations, certifications, letters and legal opinions described herein; copies of
these Continuing Disclosure Procedures and a list of individuals to whom they have
been distributed and the dates of such distributions; and a written record of the dates
of meetings of the Disclosure Working Group. The Disclosure File shall be
maintained in a central depository for a period of five years from the later of the date
of delivery of the securities referenced in the Continuing Disclosure Document, or the
date the Continuing Disclosure Document is published, posted, or otherwise made
publicly available, as applicable.
V. EDUCATION
The Finance Director shall ensu
Disclosure Working Group are properl
responsibilities. Such training may
consultants with expertise in municipal
Consultant, attendance at conferences,
the Finance Director.
re that the Disclosure Coordinator and the
y trained to understand and perform their
include training sessions conducted by
securities disclosure or by the Disclosure
or other appropriate methods identified by
VI. AMENDMENTS
Any provision of these Continuing Disclosure Procedures may be waived or
amended at any time by written confirmation of the City Manager upon consultation
with the Finance Director.
1, 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 special
joint meeting assembled on the 16th day of September, 2014, by the following vote
to wit:
AYES: Councilmembers Chen, Daysog, Ezzy Ashcraft, Tam and
Mayor Gilmore — 5.
NOES: None.
ABSENT: None.
/:10-131: I I, I K01,111 W 0 0 9 Z 0=1 -
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal
of said City this 17th day of September, 2014.
Lara Weisiger, City �i k
City of Alameda
APPROVED AS TO FORM:
a e.
Kern K
C it Attorney