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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