SACIC Resolution 17-06SUCCESSOR AGENCY TO THE
COMMUNITY IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA
RESOLUTION NO. 17- 06
APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF TAX ALLOCATION BONDS TO REFUND
OUTSTANDING BONDS OF THE FORMER COMMUNITY
IMPROVEMENT COMMISSION OF THE CITY OF ALAMEDA, AND
APPROVING RELATED DOCUMENTS AND ACTIONS
WHEREAS, pursuant to section 34172(a) of the California Health and Safety Code
(unless otherwise noted, all section references hereinafter being to such Code), the
former Community Improvement Commission of the City of Alameda (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 to the Community Improvement
Commission of the City of Alameda (the "Successor Agency") has become the successor
entity to the Former Agency; and
WHEREAS, prior to the dissolution of the Former Agency, the Former Agency
issued the following bonds for the purpose of financing low and moderate income housing
activities which remain outstanding:
(a) 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
(b) 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, together with the 2011A
Bonds, the "2011 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 2011 Bonds and, thereby, to refund all or a portion of the 2011 Bonds (the
"Debt Service Savings Analysis"), a copy of which Debt Service Savings Analysis was
attached to the February 7, 2017 Staff Report for the Authorizing Resolution described
below; and
WHEREAS, the Debt Service Savings Analysis has demonstrated that a refunding
of the 2011A Bonds and the 2011B Bonds will satisfy the Savings Parameters; and
WHEREAS, the Successor Agency has determined that, due to prevailing financial
market conditions, it is in the best interests of the Successor Agency at this time to issue
its Successor Agency to the Community Improvement Commission of the City of Alameda
Subordinate Taxable Tax Allocation Refunding Bonds, Series 2017 (the "Bonds"), to
refund the 2011 Bonds, pursuant to an Indenture of Trust, dated as of December 1, 2014,
by and between the Successor Agency and MUFG Union Bank, N.A., as trustee (the
"Trustee"), as amended and supplemented by a First Supplemental Indenture of Trust,
between the Successor Agency and the Trustee (the "First Supplement"); and
WHEREAS, the Successor Agency adopted its Resolution No. 17-5 on February
7, 2017 (the "Authorizing Resolution"), authorizing issuance of the Bonds and approving
the form and authorizing execution of the First Supplement and various other documents
prepared in connection therewith; and
WHEREAS, on February 15, 2017, the Oversight Board to the Successor Agency
adopted its Resolution No. 17-5 (the "Oversight Board Resolution") approving the
issuance of the Bonds by the Successor Agency; and
WHEREAS, the Department of Finance of the State of California has provided a
letter to the Successor Agency approving the Oversight Board Resolution, conditioned
upon the Bonds satisfying the Savings Parameters; and
WHEREAS, the Successor Agency has, with the assistance of its Disclosure
Counsel, the Financial Advisor and its fiscal consultant, caused 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 (the
"Preliminary Official Statement") is attached to the Staff Report for this Resolution; and
WHEREAS, the Successor Agency now desires to approve the Preliminary Official
Statement, and to authorize the distribution of the Preliminary Official Statement so that
the Bonds may be sold and issued and the 2011 Bonds be refunded, all as contemplated
by the Authorizing Resolution.
NOW, THEREFORE, BE IT RESOLVED by the Successor Agency to the
Community Improvement Commission of the City of Alameda that:
Section 1. Preliminary Official Statement; Official Statement. .The Successor
Agency hereby approves the Preliminary Official Statement in the form attached to the
Staff Report for this Resolution, together with any changes therein or additions thereto
deemed advisable by the City Manager of the City of Alameda, acting as the chief
executive officer of the Successor Agency. The Successor Agency authorizes each of the
Mayor of the City of Alameda, acting as the chair of the governing board of the Successor
Agency, the City Manager of the City of Alameda, acting as the chief executive officer of
the Successor Agency, and the Finance Director of the City of Alameda, acting as the
chief financial officer of the Successor Agency (collectively, the "Authorized Officers"),
each acting alone, on behalf of the Successor Agency, to deem "final" pursuant to Rule
15c2-12 under the Securities Exchange Act of 1934 (the "Rule") the Preliminary Official
Statement prior to its distribution by Stifel, Nicolaus & Co., Incorporated, the underwriter
for the Bonds (the "Underwriter") to prospective purchasers of the Bonds.
The Underwriter, on behalf of the Successor Agency, is authorized and directed to
cause the Preliminary Official Statement to be distributed to such municipal bond broker-
dealers, to such banking institutions and to such other persons as may be interested in
purchasing the Bonds.
The Authorized Officers are hereby authorized and directed to assist the
Disclosure Counsel in causing the Preliminary Official Statement to be brought into the
form of a final official statement (the "Final Official Statement"), and the Authorized
Officers, each acting alone, are hereby authorized to execute the Final Official Statement
and a statement to the effect that the information in the Final Official Statement, and any
supplement or amendment thereto was, at the time of sale of the Bonds, true and.correct
in all material respects and that the Final Official Statement did not, on the date of sale of
the Bonds, and does not, as of the date of delivery of the Bonds, contain any untrue
statement of material fact or omit to state material facts required to be stated therein
where necessary to make any statement made therein not misleading in the light of the
circumstances under which it was made. The execution and delivery by an Authorized
Officer of the Final Official Statement, which shall include such changes and additions
thereto deemed advisable by the Authorized Officers and such information permitted to
be excluded from the Preliminary Official Statement pursuant to the Rule, shall be
conclusive evidence of the approval of the Final Official Statement by the Successor
Agency.
The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Bonds.
Section 2. Debt Management Policy. The Successor Agency hereby finds and
determines that the Bonds are consistent with the City of Alameda's Debt Management
Policy adopted by the City Council on May 2, 2017.
Section 3. Official Actions. The Authorized Officers and any and all other officers
of the City acting on behalf of 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, 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
refunding of the 2011 Bonds. In furtherance of the foregoing, the Authorized Officers are
hereby authorized to approve modifications to the documents approved by this Resolution
and by the Authorizing Resolution to allow for municipal bond insurance and/or a reserve
fund insurance policy for the Bonds and to execute certificates and agreements required
for such insurance if, upon the advice of the Financial Advisor, such insurance is
advantageous to the Successor Agency in the circumstances.
Whenever in this Resolution any officer of the Successor Agency 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 4. Effective Date. This Resolution shall take effect upon its adoption.
I, the undersigned Secretary of the Successor Agency to the Community
Improvement Commission of the City of Alameda, hereby certify that the foregoing
Resolution was duly and regularly adopted by the Successor Agency at a meeting thereof
on the 2r,d day of May, 2017, by the following vote of the members thereof:
AYES: Commissioners Ezzy Ashcraft, Matarrese, Oddie, Vella and
Chair Spencer — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand this 3rd day of May, 2017.
APPROVED AS TO FORM:
Janet'C/Kern, City Attorney
City Alameda
aA-R
Lara Weisiger, Secretary
Successor Agency to the Community
Improvement Commission of the
City of Alameda