Resolution 12039RESOLUTION NO. 12039
A RESOLUTION PROVIDING FOR THE ISSUANCE OF SPECIAL TAX BONDS
CITY OF ALAMEDA
Community Facilities District No. 2
(Paragon Gateway)
TABLE OF CONTENTS
Page
ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority 2
Section 1.02. Agreement for Benefit of Owners of the Bonds 2
Section 1.03. Definitions 2
ARTICLE II
THE BONDS
Section 2.01. Principal Amount 9
Section 2.02. Terms of Bonds 9
Section 2.03. Redemption 10
Section 2.04. Form of Bonds 12
Section 2.05. Execution of Bonds 12
Section 2.06. Transfer of Bonds 12
Section 2.07. Exchange of Bonds 13
Section 2.08. Bond Register 13
Section 2.09. Temporary Bonds 13
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen 13
Section 2.11. Limited Obligation 14
Section 2.12. Issuance of Parity Bonds 14
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds 16
Section 3.02. Pledge of Special Tax Revenues 16
Section 3.03. Validity of Bonds 16
Section 3.04. Application of Proceeds of Sale of Bonds 16
ARTICLE IV
ESTABLISHMENT OF FUNDS
Section 4.01. Improvement Fund 17
Section 4.02. Costs of Issuance Fund 17
Section 4.03. Reserve Fund 18
Section 4.04. Bond Fund 18
Section 4.05. Special Tax Fund 19
Section 4.06. Administrative Expense Fund 19
ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment 21
Section 5.02. Limited Obligation 21
Section 5.03. Extension of Time for Payment 21
Section 5.04. Against Encumbrances 21
Section 5.05. Books and Records 21
Section 5.06. Protection of Security and Rights of Owners 21
Section 5.07. Compliance with Law, Completion of Project 21
Section 5.08. Private Business Use Limitation 21
Section 5.09. Private Loan Limitation 22
Section 5.10. Collection of Special Tax Revenues 22
Section 5.11. Further Assurances 23
Section 5.12. No Arbitrage 23
Section 5.13. Federal Guarantee Prohibition 23
Section 5.14. Compliance with the Code 23
Section 5.15. Covenant to Foreclose 23
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS,
LIABILITY OF THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds 24
Section 6.02. Rebate of Excess Investment Earnings to the United States 24
Section 6.03. Limited Obligation 25
Section 6.04. Liability of City 25
Section 6.05. Employment of Agents by City 25
ARTICLE VII
THE AGENT
Section 7.01. Appointment of Agent 27
Section 7.02. Liability of Agent 27
Section 7.03. Information 28
Section 7.04. Notice to Agent 28
Section 7.05. Compensation, Indemnification 29
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS RESOLUTION OF ISSUANCE
Section 8.01. Amendments Permitted 30
Section 8.02. Owners' Meetings 30
Section 8.03. Procedure for Amendment with Written Consent of Owners 30
Section 8.04. Disqualified Bonds 31
Section 8.05. Effect of Supplemental Resolution 31
Section 8.06. Endorsement or Replacement of Bonds Issued After Amendments 31
Section 8.07. Amendatory Endorsement of Bonds 32
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties 33
Section 9.02. Successor is Deemed Included in All References to Predecessor 33
Section 9.03. Discharge of Resolution of Issuance 33
Section 9.04. Execution of Documents and Proof of Ownership by Owners 34
Section 9.05. Waiver of Personal Liability 34
Section 9.06. Notices to and Demands on City and Agent 34
Section 9.07. Partial Invalidity 34
Section 9.08. Unclaimed Moneys 35
Section 9.09. Applicable Law 35
Section 9.10. Conflict with Act 35
Section 9.11. Conclusive Evidence of Regularity 35
Section 9.12. Payment on Business Day 35
Section 9.13. Effective Date 35
EXHIBIT A - Form of Bond
RESOLUTION NO. 12039
A RESOLUTION PROVIDING FOR THE ISSUANCE OF SPECIAL TAX BONDS
CITY OF ALAMEDA
Community Facilities District No. 2
(Paragon Gateway)
RESOLVED by the City Council (the "Council ") of the City of Alameda (the "City "),
County of Alameda, State of California, that
WHEREAS, pursuant to Chapter 16 of Title III of the Alameda Municipal Code (the
"Act"), this Council heretofore conducted proceedings for the formation of Community Facilities
District No. 2 (Paragon Gateway) (the "CFD ") and the levy of special taxes within the CFD under
Resolution of Intention to Establish a Community Facilities District and to Authorize the Levy of a
Special Tax, adopted November 7, 1990, and said proceedings are now complete;
WHEREAS, pursuant to the Act, this Council heretofore conducted proceedings for the
issuance of bonds to be issued upon the security of special taxes under Resolution of Intention to
Incur Bonded Indebtedness, adopted November 7, 1990, and said proceedings are now complete
(said resolutions hereinafter collectively called the `Resolutions of Intention "); and
WHEREAS, pursuant to the Act, this Council may now provide for the form and manner
of issuance of bonds and the covenants for their protection;
NOW THEREFORE, BE IT RESOLVED THAT THE COUNCIL
DETERMINES AND ORDERS as follows:
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ARTICLE I
STATUTORY AUTHORITY AND DEFINITIONS
Section 1.01. Authority. This Resolution of Issuance is authorized pursuant to the
provisions of the Act and proceedings of the Council pursuant to the Resolutions of Intention had
thereunder.
Section 1.02. Agreement for Benefit of Owners of the Bonds. The
provisions, covenants and agreements herein set forth to be performed by or on behalf of the City
shall be for the equal benefit, protection and security of the Owners of the Bonds. All of the
Bonds, without regard to the time or times of their issuance or maturity, shall be of equal rank
without preference, priority or distinction of any of the Bonds over any other thereof, except as
expressly provided in or permitted by this Resolution of Issuance.
Section 1.03. Definitions. Unless the context otherwise requires, the terms defined
in this Section 1.03 shall, for all purposes of this Resolution of Issuance, of any Supplemental
Resolution, and of any certificate, opinion or other document herein mentioned, have the meanings
herein specified. All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding Articles, Sections or subdivisions of this Resolution of Issuance, and the words
"herein," "hereof," "hereunder" and other words of similar import refer to this Resolution of
Issuance as a whole and not to any particular Article, Section or subdivision hereof.
`Act'" means Chapter 16 of Title III of the Alameda Municipal Code.
"Administrative Expenses" means any or all of the following: the fees and expenses of the
Agent (including any fees or expenses of its counsel), the expenses of the City in carrying out its
duties hereunder (including, but not limited to, the levying and collection of the Special Taxes)
including the fees and expenses of its counsel, an allocable share of the salaries of City staff
directly related thereto and a proportionate amount of City general administrative overhead related
thereto, and all other costs and expenses of the City or the Agent incurred in connection with the
discharge of their respective duties hereunder and, in the case of the City, in any way related to the
administration of the CFD.
"Administrative Expense Fund" means the fund by that name established by Section
4.06(A) hereof.
"Agent" means Security Pacific National Bank, which is designated under Section 7.01
hereof to perform the duties required under this Resolution of Issuance for the authentication,
transfer, registration, and payment of the Bonds.
"Annual Debt Service" means, for each Bond Year, the sum of (i) the interest due on the
Outstanding Bonds in such Bond Year, assuming that the Outstanding Bonds are retired as
scheduled, and (ii) the principal amount of the Outstanding Bonds due in such Bond Year.
"Auditor" means the auditor /tax collector or such other official responsible for collection of
general real property taxes of the County of Alameda.
"Authorized Officer" means the City Manager, the City Director of Finance, the City Clerk,
City Engineer, the Director of Public Works of the City or any other officer or employee authorized
by the City Council of the City or by an Authorized Officer to undertake the action referenced in
this Resolution of Issuance as required to be undertaken by an Authorized Officer.
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"Bond Counsel" means any attorney or firm of attorneys acceptable to the City and
nationally recognized for expertise in rendering opinions as to the legality and tax- exempt status of
securities issued by public entities.
"Bond Fund" means the fund by that name established by Section 4.04(A) hereof.
"Bond Purchase Agreement" means the agreement between the City and the Original
Purchaser for the purchase and sale of the Bonds.
"Bond Year" means the one -year period beginning on the anniversary of the Closing Date
in each year and ending on the day prior to the anniversary date of the Closing Date in the
following year except that the first Bond Year shall begin on the Closing Date.
"Bonds" means the City of Alameda Community Facilities District No. 2 (Paragon
Gateway), Series 1990, Special Tax Bonds at any time Outstanding under this Resolution of
Issuance or any Supplemental Resolution.
"Business Day" means any day other than (i) a Saturday or a Sunday or (ii) a day on which
banking institutions in the state in which the Agent has its principal corporate trust office are
authorized or obligated by law or executive order to be closed.
"CFD" means Community Facilities District No. 2 (Paragon Gateway) formed pursuant to
the Resolution of Formation.
"City" means the City of Alameda, State of California, and any successor thereto.
"City Attorney" means any attorney or firm of attorneys employed by the City in the
capacity of city attorney.
"Closing Date" means the date upon which there is a physical delivery of the Bonds in
exchange for the amount representing the purchase price of the Bonds by the Original Purchaser.
"Code" means the Internal Revenue Code of 1986, as amended.
"Costs of Issuance" means items of expense payable or reimbursable directly or indirectly
by the City and related to the authorization, sale and issuance of the Bonds, which items of
expense shall include, but not be limited to, printing costs, costs of reproducing and binding
documents, closing costs, filing and recording fees, initial fees and charges of the Agent including
its first annual administration fee, expenses incurred by the City in connection with the issuance of
the Bonds and the establishment of the CFD, special tax consultant fees and expenses, preliminary
engineering fees and expenses, Bond (underwriter's) discount, legal fees and charges, including
bond counsel, and counsel to the financial consultant, financial consultants' fees, charges for
execution, transportation and safekeeping of the Bonds and other costs, charges and fees in
connection with the foregoing.
"Costs of Issuance Fund" means the fund by that name established by Section 4.02(A)
hereof.
"Debt Service" means the scheduled amount of interest and amortization of principal
payable on the Bonds during the period of computation, excluding amounts scheduled during such
period which relate to principal which has been retired before the beginning of such period.
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"Federal Securities" means any of the following which are non - callable and which at the
time of investment are legal investments under the laws of the State of California for funds held by
the Treasurer:
(i) direct general obligations of the United States of America (including obligations
issued or held in book entry form on the books of the United States Department of the Treasury)
and obligations, the payment of principal of and interest on which are directly or indirectly
guaranteed by the United States of America, including, without limitation, such of the foregoing
which are commonly referred to as "stripped" obligations and coupons; or
(ii) any of the following obligations of the following agencies of the United States of
America: (a) direct obligations of the Export-Import Bank, (b) certificates of beneficial ownership
issued by the Farmers Home Administration, (c) participation certificates issued by the General
Services Administration, (d) mortgage- backed bonds or pass - through obligations issued and
guaranteed by the Government National Mortgage Association, (e) project notes issued by the
United States Department of Housing and Urban Development, and (f) public housing notes and
bonds guaranteed by the United States of America.
"Fiscal Year" means the twelve -month period extending from July 1 in a calendar year to
June 30 of the succeeding year, both dates inclusive.
"Gross Proceeds" means the sum of the following amounts:
(i) original proceeds, namely, net amounts received by or for the City or the CFD as a
result of the sale of the Bonds, excluding original proceeds which become transferred proceeds
(determined in accordance with applicable Regulations) of obligations issued to refund in whole or
in part the Bonds;
(ii) investment proceeds, namely, amounts received at any time by or for the City or the
CFD, such as interest and dividends, resulting from the investment of any original proceeds (as
referenced in clause (i) above) or investment proceeds (as referenced in this clause (ii)) in
Nonpurpose Investments, increased by any profits and decreased (if necessary, below zero) by
any losses on such investments, excluding investment proceeds which become transferred
proceeds (determined in accordance with applicable Regulations) of obligations issued to refund in
whole or in part the Bonds;
(iii) sinking fund proceeds, namely, amounts, other than original proceeds, investment
proceeds (as referenced in clauses (i) above) of the Bonds, which are held in the Bond Fund and
any other fund to the extent that the City reasonably expects to use such other fund to pay Debt
Service;
(iv) amounts in the Reserve Fund and in any other fund established as a reasonably
required reserve for payment of Debt Service;
(v) Investment Property pledged as security for payment of Debt Service;
(vi) Special Taxes and amounts, other than as specified in this definition, used to pay
Debt service; and
(vii) amounts received as a result of investing amounts described in this definition.
"Information Services" means Financial Information, Inc.'s "Daily Called Bond Service ",
30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny
Information Services' `Called Bond Service ", 55 Broad Street, 28th Floor, New York, New York
4-
10004; Moody's Investors Service "Municipal and Government ", 99 Church Street, New York,
New York 10007, Attention: Municipal News Reports; Standard & Poors Corporation "Called
Bond Record ", 25 Broadway, 3rd Floor, New York, New York 10004; and, in accordance with
then current guidelines of the Securities and Exchange Commission, such other addresses and /or
such services providing information with respect to called bonds as the City may designate.
"Improvement Fund" means the fund by that name created by and held by the Treasurer
pursuant to Section 4.01(A) hereof.
"Interest Payment Dates" means September 1 and March 1 of each year, commencing
September 1, 1991.
"Investment Earnings" means all interest earned and any gains and losses on the investment
of moneys in any fund or account created by this Resolution of Issuance.
"Investment Property" means any security (as said term is defined in Section 165(g)(2)(A)
or (B) of the Code), obligation, annuity contract or investment -type property, excluding, however,
obligations (other than specified private activity bonds as defined in section 57(e)(5)(6) of the
Code) the interest on which is excluded from gross income under Section 103 of the Code for
federal income tax purposes.
"Maximum Annual Debt Service" means the largest Annual Debt Service for any Bond
Year after the calculation is made through the final maturity date of any Outstanding Bonds.
"Nonpurpose Investment" means any Investment Property which is acquired with the
Gross Proceeds of the Bonds and is not acquired in order to carry out the governmental purpose of
the Bonds.
"Original Purchaser" means the first purchaser of the Bonds from the City.
"Officer's Certificate" means a written certificate, order, requisition, or statement of the
City signed by an Authorized Officer of the City.
"Ordinance" means any ordinance of the City levying the Special Taxes.
"Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 8.04) all Bonds except:
(i) Bonds theretofore canceled by the Agent or surrendered to the Agent for cancellation;
(ii) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and
(iii) Bonds in lieu of or in substitution for which other Bonds shall have been authorized,
executed, issued and delivered by the City pursuant to the Resolution of Issuance or any
Supplemental Resolution.
"Owner" or "Bondowner" means any person who shall be the registered owner of any
Outstanding Bond.
"Parity Bonds" means any bonds issued pursuant to Section 2.12 hereof.
"Permitted Investments" means
(i) Federal Securities;
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(ii) obligations of states or of any political subdivisions thereof, provided that the
payment of principal thereof and interest thereon is fully secured by obligations described in (i)
above:
(iii) any of the following obligations of federal agencies not guaranteed by the United
States of America: (a) debentures issued by the Federal Housing Administration; (b) participation
certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm
Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks, or Banks for
Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under
the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act
and stocks, bonds, debentures, participations or other obligations of or issued by the Federal
National Mortgage Association, the Student Loan Marketing Association, the Government National
Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or
other obligations issued or assumed by the International Bank for Reconstruction and
Development, with a member bank or banks of the Federal Reserve System;
(iv) interest- bearing demand or time deposits (including certificates of deposit) in federal
or State chartered savings and loan associations or in federal or State banks (including the Agent),
provided that: (a) in the case of a savings and loan association, such demand or time deposits shall
be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of
such savings and loan association shall be rated in a Rating Category (as defined herein), and (b) in
the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit
Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of
the parent bank holding company of which such bank is the lead bank) shall be rated in a Rating
Category;
(v) written repurchase agreements with any bank, savings institution or trust company
(other than the Agent) which is insured by the Federal Deposit Insurance Corporation, or with any
broker- dealer with retail customers which falls under Securities Investors Protection Corporation
protection, provided that such repurchase agreements are fully secured by Federal Securities or
obligations of any agency of instrumentality of the United States of America and provided further
that (a) such collateral is held by the Treasurer or any agent acting solely for the Treasurer during
the term of such repurchase agreement, (b) such collateral is not subject to liens or claims of third
parties, (c) such collateral has a market value (determined at least once every 14 days) at least equal
to the amount invested in the repurchase agreement, (d) the Treasurer has a perfected first security
interest in the collateral, (e) the agreement shall be for a term not longer than 270 days and (f) the
failure to maintain such collateral at the level required in (c) above will require the Treasurer to
liquidate the collateral.
(vi) taxable money market fund portfolios restricted to obligations with maturities of one
year or less issued or guaranteed as to payment of principal and interest by the full faith and credit
of the United States of America and repurchase agreements collateralized by such obligations;
(vii) commercial paper having original maturities of not more than 365 days and rated in a
Rating Category;
(viii) bankers acceptances rated in a Rating Category, endorsed and guaranteed by banks
described in clause (v) of this definition;
(ix) obligations the interest on which is excluded from gross income for purposes of
federal income taxation under Section 103 of the Code and which are rated in a Rating Category;
and
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(x) one or more agreement with financial institutions whose long term debt (or claims'
paying ability) is rated in a Rating Category.
"Principal Office" means the principal corporate trust office of the Agent at the principal
corporate trust department of Security Pacific National Bank, in Los Angeles, California , or such
other or additional offices as may be designated by the Agent.
"Private Business Use" means use directly or indirectly in a trade or business carried on by
a natural person or in any activity carried on by a person other than a natural person, excluding,
however, use by a governmental unit and use by a nongovernmental unit as a member of the
general public.
"Proceeds" when used with reference to the Bonds, means the face amount of the Bonds,
plus accrued interest and premium, if any, less original issue discount and less proceeds from the
sale of the Bonds deposited in the Reserve Fund.
"Project" means the facilities more particularly described in the Resolution of Formation.
"Purchase Price," for the purpose of computation of the Yield of the Bonds, has the same
meaning as the term "issue price" in sections 1273(b) and 1274 of the Code, and, in general,
means the initial offering price of the Bonds to the public (not including bond houses and brokers,
or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which
price a substantial amount of the Bonds are sold or if the Bonds are privately placed, the price paid
by the first buyer of the Bonds or the acquisition cost of the first buyer. The term "Purchase
Price," for the purpose of computation of the Yield of Nonpurpose Investments, means the fair
market value of the Nonpurpose Investments on the date of use of Gross Proceeds of the Bonds
for acquisition thereof, or if later, on the date that Investment Property constituting a Nonpurpose
Investment becomes a Nonpurpose Investment of the Bonds.
"Rating Category" means one of the two highest rating categories then in effect under the
rating systems of Moody's Investors Service or Standard and Poor's Corporation, without regard
to plus or minus sign or numerical or other qualifying designation.
"Record Date" means the fifteenth day of the month next preceding the month of the
applicable Interest Payment Date.
"Regulations" means temporary and permanent regulations promulgated under the Code.
"Reserve Fund" means the fund by that name established pursuant to Section 4.03(A)
hereof.
"Reserve Requirement" means, ten percent (10 %) of the Proceeds of the sale of the Bonds
as referenced in Section 3.04 hereof.
"Resolution of Formation" means Resolution No. 12035, adopted by the City Council on
November 20, 1990.
"Resolutions of Intention" means, collectively, Resolution Nos. 12030 and 12031, adopted
by the City Council on November 7, 1990.
"Resolution of Issuance" means this resolution as adopted by the Council and hereafter
amended.
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"Securities Depositories" means The Depository Trust Company, 711 Stewart Avenue,
Garden City, New York 11530, Fax - (516)227 -4039 or -4190; Midwest Securities Trust
Company, Capital Structures -Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605,
Fax - (312)663 -2343; Philadelphia Depository Trust Company, Reorganization Division, 1900
Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Dex- (215)496-
5058; and, in accordance with then current guidelines of the Securities and Exchange Commission,
such other addresses and/or such other securities depositories as the City may designate.
"Special Taxes" means the special taxes levied within the CFD pursuant to the Act, the
Ordinance and this Resolution of Issuance.
"Special Tax Revenues" means the proceeds of the Special Taxes received by the City,
including any scheduled payments and any prepayments thereof, interest and penalties thereon and
proceeds of the redemption or sale of property sold as a result of foreclosure of the lien of the
Special Taxes to the amount of said lien and interest and penalties thereon.
"Special Tax Fund" means the fund by that name established by Section 4.05(A) hereof.
"Supplemental Resolution" means a resolution which has been duly adopted by the City
under the Act and which resolution is amendatory of or supplemental to this Resolution of
Issuance, but only if and to the extent that such resolution is specifically authorized hereunder.
"Treasurer" means the Director of Finance of the City.
"Yield" means that yield which, when used in computing the present worth of all payments
of principal and interest (or other payments in the case of Nonpurpose Investments which require
payments in a form not characterized as principal and interest) on a Nonpurpose Investment or on
the Bonds, produces an amount equal to the Purchase Price of such Nonpurpose Investment or the
Bonds, all computed as prescribed in applicable Regulations.
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ARTICLE II
THE BONDS
Section 2.01. Principal Amount; Designation. Bonds in the aggregate principal
amount of One Million Six Hundred Fifteen Thousand Dollars ($1,615,000) are hereby authorized
to be issued by the City for the CFD under and subject to the terms of this Resolution of Issuance,
the Act and other applicable laws of the State of California. The Bonds shall be designated the
"City of Alameda, Community Facilities District No. 2 (Paragon Gateway), Series 1990, Special
Tax Bonds" and shall be secured by the Special Taxes.
Section 2.02. Terms of Bonds.
(A) Form; Denominations. The Bonds shall be issued as fully registered Bonds without
coupons in the denomination of $5,000 or any integral multiple thereof. Bonds shall be lettered
and numbered in a customary manner as determined by the Agent.
(B) Date of Bonds. The Bonds shall be dated December 1, 1990.
(C) CUSIP Identification Numbers. "CUSIP" identification numbers shall be imprinted
on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds
and any error or omission with respect thereto shall not constitute cause for refusal of any
purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the City
or the Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of
default or any violation of the City's contract with such Owners and shall not impair the
effectiveness of any such notice.
(D) Maturities, Interest Rates. The Bonds shall mature and become payable on
September 1 of each year, and shall bear interest at the rates, as follows:
Maturity Date Principal Interest
(September 1) Amount ($) Rate ( %)
1992 25,000 6.50
1993 25,000 6.75
1994 25,000 6.90
1995 30,000 7.00
1996 30,000 7.10
1997 35,000 7.20
1998 35,000 7.30
1999 40,000 7.40
2000 40,000 7.50
2001 45,000 7.60
2016 1,285,000 8.00
(E) Interest. The Bonds shall bear interest at the rates set forth above payable on the
Interest Payment Dates in each year. Interest shall be calculated on the basis of a 360 -day year
composed of twelve 30 -day months. Each Bond shall bear interest from the Interest Payment Date
next preceding the date of authentication thereof unless (i) it is authenticated on an Interest Payment
Date, in which event it shall bear interest from such date of authentication, or (ii) it is authenticated
prior to an Interest Payment Date and after the close of business on the Record Date preceding such
Interest Payment Date, in which event it shall bear interest from such Interest Payment Date, or (iii)
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it is authenticated prior to the Record Date preceding the first Interest Payment Date, in which event
it shall bear interest from December 1, 1990; provided, however, that if at the time of
authentication of a Bond, interest is in default thereon, such Bond shall bear interest from the
Interest Payment Date to which interest has previously been paid or made available for payment
thereon.
(F) Method of Payment. Interest on the Bonds (including the final interest payment upon
maturity or earlier redemption) is payable by check or draft of the Agent mailed on the Interest
Payment Dates by first class mail to the registered Owner thereof at such registered Owner's
address as it appears on the registration books maintained by the Agent at the close of business on
the Record Date preceding the Interest Payment Date, or by wire transfer made on such Interest
Payment Date upon instructions of any Owner of $1,000,000 or more in aggregate principal
amount of Bonds. The principal of the Bonds and any premium on the Bonds are payable in
lawful money of the United States of America upon surrender of the Bonds at the Principal Office
of the Agent. All Bonds paid by the Agent pursuant to this Section shall be cancelled by the Agent.
The Agent shall destroy the cancelled Bonds and issue a certificate of destruction thereof to the
City.
Section 2.03. Redemption.
(A) Redemption Dates.
(i) Optional Redemption. The Bonds maturing on or after September 1, 2000, are
subject to optional redemption prior to their stated maturity on any Interest Payment Date on
or after September 1, 1999, as a whole or in part, at a redemption price (expressed as a
percentage of the principal amount of the Bonds to be redeemed), as set forth below,
together with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
September 1, 1999 and March 1, 2000 102%
September 1, 2000 and March 1, 2001 101
September 1, 2001 and thereafter 100
(ii) Mandatory Redemption From Prepayments. All the Bonds are subject to
redemption prior to their stated maturities from proceeds of prepayments of Special Taxes,
on any Interest Payment Date, in whole or in part, at a redemption price (expressed as a
percentage of the principal amount of the Bonds to be redeemed) as set forth below,
together with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
On or prior to March 1, 1998 103%
September 1, 1999 and March 1, 2000 102
September 1, 2000 and March 1, 2001 101
September 1, 2001 and thereafter 100
(iii) Mandatory Redemption Following Completion. All the Bonds are subject to
redemption prior to their stated maturities, in whole or in part, on the next Interest Payment
Date occurring at least 60 days following the transfer from the Improvement Fund to the
Bond Fund of all moneys on deposit in the Improvement Fund upon completion of the
Project, as certified by the Treasurer at a redemption price equal to the principal amount
thereof, together with accrued interest thereon to the date of redemption, without premium.
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(iv) Mandatory Sinking Payment Redemption. The outstanding Bonds maturing on
September 1, 2016, are subject to mandatory sinking payment redemption in part on
September 1, 2002, and on each September 1 thereafter to maturity, by lot, at a redemption
price equal to the principal amount thereof to be redeemed, together with accrued interest to
the date fixed for redemption, without premium, from sinking payments as follows:
September 1
2002
2003
2004
2005
2006
2007
2008
2009
Sinking Payments
$45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
September 1
2010
2011
2012
2013
2014
2015
2016
Sinking Payments
$ 90,000
95,000
100,000
110,000
120,000
130,000
140,000
The amounts in the foregoing table shall be reduced pro rata, in order to maintain
substantially level debt service, as a result of any prior partial redemption of the Bonds pursuant to
Section 2.03(A)(i), (ii), and (iii) above.
In lieu of redemption under this Section 2.03(A)(iv), moneys in the Bond Fund may be
used and withdrawn by the Treasurer for purchase of Outstanding Bonds, upon the filing with the
Agent of an Officer's Certificate requesting such purchase, at public or private sale as and when,
and at such prices (including brokerage and other charges) as such Officer's Certificate may
provide, but in no event may Bonds be purchased at a price in excess of the principal amount
thereof, plus interest accrued to the date of purchase.
(B) Notice to Agent. The City shall give the Agent written notice of its intention to redeem
Bonds pursuant to subsection (A)(i) not less than sixty (60) days prior to the applicable redemption
date.
(C) Redemption Procedure by Agent. The Agent shall cause notice of any redemption to
be mailed by first class mail, postage prepaid, at least thirty (30) days but not more than sixty (60)
days prior to the date fixed for redemption, to the Securities Depositories and to one or more
Information Services, and to the respective registered Owners of any Bonds designated for
redemption, at their addresses appearing on the Bond registration books in the Principal Office of
the Agent; but such mailing shall not be a condition precedent to such redemption and failure to
mail or to receive any such notice, or any defect therein, shall not affect the validity of the
proceedings for the redemption of such Bonds. The Agent, in addition to mailed notice, shall
publish notice in a newspaper of general circulation circulated in the area of the CFD. The first
such publication of the redemption notice shall not be less than 30 nor more than 60 days prior to
the date fixed for redemption.
Such notice shall state the redemption date and the redemption price and, if less than all of
the then Outstanding Bonds are to be called for redemption, shall designate the CUSIP numbers
and Bond numbers of the Bonds to be redeemed by giving the individual CUSIP number and
Bond number of each Bond to be redeemed or shall state that all Bonds between two stated Bond
numbers, both inclusive, are to be redeemed or that all of the Bonds of one or more maturities have
been called for redemption, shall state as to any Bond called in part the principal amount thereof to
be redeemed, and shall require that such Bonds be then surrendered at the Principal Office of the
Agent for redemption at the said redemption price, and shall state that further interest on such
Bonds will not accrue from and after the redemption date.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall, to the extent practicable, bear the CUSIP number
identifying, by issue and maturity, of the Bonds being redeemed with the proceeds of such check
or other transfer.
Whenever provision is made in this Resolution of Issuance for the redemption of less than
all of the Bonds or any given portion thereof, the Agent shall select the Bonds to be redeemed,
from all Bonds or such given portion thereof not previously called for redemption, in inverse order
of maturity and by lot within a maturity in any manner which the Agent in its sole discretion shall
deem appropriate and fair.
Upon surrender of Bonds redeemed in part only, the City shall execute and the Agent shall
authenticate and deliver to the registered Owner, at the expense of the City, a new Bond or Bonds,
of the same series and maturity, of authorized denominations in aggregate principal amount equal
to the unredeemed portion of the Bond or Bonds.
(D) Effect of Redemption. From and after the date fixed for redemption, if funds
available for the payment of the principal of, and interest and any premium on, the Bonds so called
for redemption shall have been deposited in the Bond Fund, such Bonds so called shall cease to be
entitled to any benefit under this Resolution of Issuance other than the right to receive payment of
the redemption price, and no interest shall accrue thereon on or after the redemption date specified
in such notice.
All Bonds redeemed and purchased by the Agent pursuant to this Section shall be cancelled
by the Agent. The Agent shall destroy the cancelled Bonds and issue a certificate of destruction
thereof to the City.
Section 2.04. Form of Bonds. The Bonds, the form of Agent's certificate of
authentication and the form of assignment, to appear thereon, shall be substantially in the forms,
respectively, set forth in Exhibit A attached hereto and by this reference incorporated herein, with
necessary or appropriate variations, omissions and insertions, as permitted or required by this
Resolution of Issuance and the Act.
Section 2.05. Execution of Bonds. The Bonds shall be executed on behalf of the
City by the facsimile signatures of its Mayor and City Clerk who are in office on the date of
adoption of this Resolution of Issuance or at any time thereafter, and the seal of the City shall be
impressed, imprinted or reproduced by facsimile signature thereon. If any officer whose signature
appears on any Bond ceases to be such officer before delivery of the Bonds to the owner, such
signature shall nevertheless be as effective as if the officer had remained in office until the delivery
of the Bonds to the owner. Any Bond may be signed and attested on behalf of the City by such
persons as at the actual date of the execution of such Bond shall be the proper officers of the City
although at the nominal date of such Bond any such person shall not have been such officer of the
City.
Only such Bonds as shall bear thereon a certificate of authentication in substantially the
form set forth in Exhibit A, executed and dated by the Agent, shall be valid or obligatory for any
purpose or entitled to the benefits of this Resolution of Issuance, and such certificate of
authentication of the Agent shall be conclusive evidence that the Bonds registered hereunder have
been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this
Resolution of Issuance.
Section 2.06. Transfer of Bonds. Any Bond may, in accordance with its terms,. be
transferred, upon the books required to be kept pursuant to the provisions of Section 2.08 by the
person in whose name it is registered, in person or by his duly authorized attorney, upon surrender
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of such Bond for cancellation, accompanied by delivery of a duly written instrument of transfer in
a form approved by the Agent. The cost for any services rendered or any expenses incurred by the
Agent in connection with any such transfer shall be paid by the City. The Agent shall collect from
the Owner requesting such transfer any tax or other governmental charge required to be paid with
respect to such transfer.
Whenever any Bond or Bonds shall be surrendered for transfer, the City shall execute and
the Agent shall authenticate and deliver a new Bond or Bonds, for like aggregate principal amount.
No transfers of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Agent for selection of Bonds for redemption or (ii) with respect to a Bond after
such Bond has been selected for redemption.
Section 2.07. Exchange of Bonds. Bonds may be exchanged at the Principal Office
of the Agent for a like aggregate principal amount of Bonds of authorized denominations and of the
same maturity. The cost for any services rendered or any expenses incurred by the Agent in
connection with any such exchange shall be paid by the City. The Agent shall collect from the
Owner requesting such exchange any tax or other governmental charge required to be paid with
respect to such exchange.
No exchanges of Bonds shall be required to be made (i) fifteen days prior to the date
established by the Agent for selection of Bonds for redemption or (ii) with respect to a Bond after
such Bond has been selected for redemption.
Section 2.08. Bond Register. The Agent will keep or cause to be kept, at its
Principal Office sufficient books for the registration and transfer of the Bonds which books shall
show the series number, date, amount, rate of interest and last known owner of each Bond and
shall at all times be open to inspection by the City during regular business hours upon reasonable
notice; and, upon presentation for such purpose, the Agent shall, under such reasonable
regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said
books, the ownership of the Bonds as hereinbefore provided.
Section 2.09. Temporary Bonds. The Bonds may be initially issued in temporary
form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be
printed, lithographed or typewritten, shall be of such authorized denominations as may be
determined by the City, and may contain such reference to any of the provisions of this Resolution
of Issuance as may be appropriate. Every temporary Bond shall be executed by the City upon the
same conditions and in substantially the same manner as the definitive Bonds. If the City issues
temporary Bonds it will execute and furnish definitive Bonds without delay and thereupon the
temporary Bonds shall be surrendered, for cancellation, in exchange for the definitive Bonds at the
Principal Office of the Agent or at such other location as the Agent shall designate, and the Agent
shall authenticate and deliver in exchange for such temporary Bonds an equal aggregate principal
amount of definitive Bonds of authorized denominations. Until so exchanged, the temporary
bonds shall be entitled to the same benefits under to this Resolution of Issuance as definitive Bonds
authenticated and delivered hereunder.
Section 2.10. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall
become mutilated, the City, at the expense of the Owner of said Bond, shall execute, and the Agent
shall authenticate and deliver, a new Bond of like tenor and principal amount in exchange and
substitution for the Bond so mutilated, but only upon surrender to the Agent of the Bond so
mutilated. Every mutilated Bond so surrendered to the Agent shall be cancelled by it and destroyed
by the Agent who shall deliver a certificate of destruction thereof to the City. If any Bond shall be
lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Agent
and, if such evidence be satisfactory to it and indemnity satisfactory to it shall be given, the City, at
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the expense of the Owner, shall execute, and the Agent shall authenticate and deliver, a new Bond
of like tenor and principal amount in lieu of and in substitution for the Bond so lost, destroyed or
stolen. The City may require payment of a sum not exceeding the actual cost of preparing each
new Bond delivered under this Section and of the expenses which may be incurred by the City and
the Agent for the preparation, execution, authentication and delivery. Any Bond delivered under
the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen shall
constitute an original additional contractual obligation on the part of the City whether or not the
Bond so alleged to be lost, destroyed or stolen is at any time enforceable by anyone, and shall be
equally and proportionately entitled to the benefits of this Resolution of Issuance with all other
Bonds issued pursuant to this Resolution of Issuance.
Section 2.11. Limited Obligation. All obligations of the City under this Resolution
of Issuance and the Bonds shall be special obligations of the City, payable solely from the Special
Tax Revenues and the funds pledged therefore hereunder. Neither the faith and credit nor the
taxing power of the City (except to the limited extent set forth herein) or the State of California or
any political subdivision thereof is pledged to the payment of the Bonds.
Section 2.12. Issuance of Parity Bonds. In addition to the Bonds, the City may
issue Parity Bonds in such principal amount as shall be determined by the City, pursuant to a
Supplemental Resolution adopted by the Council. The City may issue such Parity Bonds subject
to the following specific conditions precedent:
(A) The City shall be in compliance with all covenants set forth in this Resolution of
Issuance and all Supplemental Resolutions.
(B) The Supplemental Resolution providing for the issuance of such Parity Bonds shall
provide that interest thereon shall be payable on September 1 and March 1, and principal thereof
shall be payable on September 1 in any year in which principal is payable;
(C) The Supplemental Resolution providing for the issuance of such Parity Bonds may
provide for the establishment of separate funds and accounts;
(D) The fair market value of all parcels in the CFD subject to Special Taxes, including
then existing improvements and any facilities to be constructed or acquired with the proceeds of the
proposed series of Parity Bonds, as determined by an appraisal performed on a basis consistent
with the appraisal or appraisals prepared in connection with the issuance of Bonds theretofore
issued and outstanding, or, in the alternative, the assessed value of all such parcels and
improvements thereon as shown on the then current Alameda County tax roll, is at least 4.00 times
the sum of (i) the aggregate principal amount of all Bonds then outstanding plus (ii) the aggregate
principal amount of the series of Parity Bonds proposed to be issued, plus (iii) the aggregate
principal amount of any assessment district bonds then outstanding and payable from assessments
to be levied on parcels of land within the CFD, plus (iv) a portion of the aggregate principal
amount of all other community facilities district Bonds then outstanding and payable at least
partially from special taxes to be levied on parcels of land within the CFD (the "Other CFD
Bonds ") equal to the aggregate principal amount of the Other CFD Bonds multiplied by a fraction,
the numerator of which is the amount of special taxes levied for the Other CFD Bonds on parcels
of land within the CFD, and the denominator of which is the total amount of special taxes levied
for the Other CFD Bonds on all parcels of land against which the special taxes are levied to pay
Other CFD Bonds (such fraction to be determined based upon the maximum special taxes which
could be levied the year in which maximum annual debt service on the Other CFD Bonds occurs),
based upon information from the most recent available fiscal year.
(E) The City shall deliver to the Agent an Officer's Certificate certifying that the
conditions precedent to the issuance of such Parity Bonds set forth in subsections (A), (B), (C),
and (D) of this Section 2.12 have been satisfied.
ARTICLE III
ISSUANCE OF BONDS
Section 3.01. Issuance and Delivery of Bonds. The Bonds shall be sold and
delivered to the Original Purchaser pursuant to the Bond Purchase Agreement. The Authorized
Officers of the City are hereby authorized and directed to deliver any and all documents and
instruments necessary to cause the issuance of the Bonds in accordance with the provisions of the
Act and this Resolution of Issuance, to authorize the payment of Costs of Issuance and costs of the
Project by the Treasurer from the proceeds of the Bonds and to do and cause to be done any and all
acts and things necessary or convenient for delivery of the Bonds to the Original Purchaser. The
Treasurer and the City Clerk are authorized to complete and to approve changes in any provision of
this Resolution in order to accomplish the delivery of any of the Bonds on schedule including, but
not limited to, data with respect to maturities, redemption, and sinking payments.
Section 3.02. Pledge of Special Tax Revenues. The Bonds shall be secured by a
first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all
of the Special Tax Revenues and all moneys deposited in the Bond Fund, the Reserve Fund and,
until disbursed as provided herein, in the Improvement Fund. The Special Tax Revenues and all
moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the
payment of the principal of, and interest and any premium on, the Bonds as provided herein and in
the Act until all of the Bonds have been paid and retired or until moneys or Federal Securities have
been set aside irrevocably for that purpose in accordance with Section 9.03.
Section 3.03. Validity of Bonds. The validity of the authorization and issuance of
the Bonds shall not be dependent upon the completion of the construction and acquisition of the
Project or upon the performance by any person of his obligation with respect to the Project.
Section 3.04. Application of Proceeds of Sale of Bonds. On the Closing Date,
the proceeds of the purchase of the Bonds by the Original Purchaser shall be paid to the Treasurer,
who shall forthwith set aside, pay over and deposit such proceeds as set forth in appropriate
Officer's Certificates and consistent with the terms of the Bond Purchase Agreement and this
Resolution of Issuance.
ARTICLE IV
ESTABLISHMENT OF FUNDS
Section 4.01. Improvement Fund.
(A) Establishment of Improvement Fund. There is hereby established as a separate
account to be held by the Treasurer, the Community Facilities District No. 2 (Paragon Gateway),
Series 1990, Special Tax Bonds, Improvement Fund, to the credit of which a deposit shall be
made as required by Section 3.04, and deposits shall be made as provided in Sections 4.03(D) and
4.04(C). Moneys in the Improvement Fund shall be held in trust by the Treasurer for the benefit
of the City and the Owners of the Bonds, shall be disbursed, except as otherwise provided in
subsection (D) of this Section, for the payment or reimbursement of costs of the Project and,
pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
(B) Procedure for Disbursement. Disbursements from the Improvement Fund shall be
made by the Treasurer upon receipt of an Officer's Certificate which shall set forth the amount
required to be disbursed, the purpose for which the disbursement is to be made and the person to
which the disbursement is to be paid.
(C) Investment. Moneys in the Improvement Fund shall be invested and deposited in
accordance with Section 6.01. On each Interest Payment Date, interest earnings and profits from
such investment and deposit shall be transferred by the Treasurer to the Bond Fund to be used for
the purposes of such fund.
(D) Closing of Fund. Upon the filing with the Treasurer of an Officer's Certificate
stating that the Project has been completed and that all costs of the Project have been paid or are not
required to be paid from the Improvement Fund, the Treasurer shall transfer the amount, if any,
remaining in the Improvement Fund to the Bond Fund for application to the payment of Debt
Service on the Bonds in accordance with Section 4.04, and the Improvement Fund shall be closed.
Section 4.02. Costs of Issuance Fund.
(A) Establishment of Costs of Issuance Fund. There is hereby established as a separate
account to be held by the Treasurer, the Community Facilities District No. 2 (Paragon Gateway),
Series 1990, Special Tax Bonds, Costs of Issuance Fund, to the credit of which a deposit shall be
made as required by Section 3.04. Moneys in the Costs of Issuance Fund shall be held in trust by
the Treasurer and shall be disbursed as provided in subsection (B) of this Section for the payment
or reimbursement of Costs of Issuance.
(B) Disbursement. Amounts in the Costs of Issuance Fund shall be disbursed from time
to time to pay Costs of Issuance, as set forth in a requisition containing respective amounts to be
paid to the designated payees, signed by the Treasurer. The Treasurer shall pay all Costs of
Issuance upon receipt of an invoice from any such payee which requests payment in an amount
which is less than or equal to the amount set forth with respect to such payee in such requisition, or
upon receipt of an Officer's Certificate requesting payment of a Costs of Issuance. The Treasurer
shall maintain the Costs of Issuance Fund for a period of 180 days from the date of delivery of the
Bonds and then shall transfer any moneys remaining therein, including any investment earnings
thereon, to the Administrative Expense Fund for payment of any unpaid Costs of Issuance.
(C) Investment. Moneys in the Costs of Issuance Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from said investment shall be
retained by the Treasurer in the Costs of Issuance Fund to be used for the purposes thereof.
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Section 4.03. Reserve Fund.
(A) Establishment of Fund. There is hereby established as a separate account to be held
by the Treasurer the Community Facilities District No. 2 (Paragon Gateway), Series 1990, Special
Tax Bonds Reserve Fund to the credit of which a deposit shall be made as required by Section
3.04, which deposit is equal to the initial Reserve Requirement, and deposits shall be made as
provided in Section 4.05(B). Moneys in the Reserve Fund shall be held in trust by the Treasurer
for the benefit of the Owners of the Bonds as a reserve for the payment of principal of, and interest
and any premium on, the Bonds and shall be subject to a lien in favor of the Owners of the Bonds.
(B) Use of Fund. Except as otherwise provided in this Section, all amounts deposited in
the Reserve Fund shall be used and withdrawn by the Treasurer solely for the purpose of making
transfers to the Bond Fund in the event of any deficiency at any time in the Bond Fund of the
amount then required for payment of the principal of, and interest and any premium on, the Bonds
or, in accordance with the provisions of this Section, for the purpose of redeeming Bonds from the
Bond Fund.
(C) Transfer Due to Deficiency in Bond Fund. Whenever transfer is made from the
Reserve Fund to the Bond Fund due to a deficiency in the Bond Fund, the Treasurer shall provide
written certification thereof.
(D) Transfer of Excess of Reserve Requirement. Whenever, on any Interest Payment
Date, or on any other date, the amount in the Reserve Fund exceeds the Reserve Requirement, the
Treasurer shall transfer an amount equal to the excess from the Reserve Fund to the Bond Fund to
be used for the payment of interest on the Bonds in accordance with Section 4.04.
(E) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the
Reserve Fund exceeds the amount required to redeem or pay the Outstanding Bonds, including
interest accrued to the date of payment or redemption and premium, if any, due upon redemption,
the Treasurer shall transfer the amount in the Reserve Fund to the Bond Fund to be applied, on the
next succeeding Interest Payment Date to the payment and redemption, in accordance with Section
2.03 or 4.04, as applicable, of all of the Outstanding Bonds. In the event that the amount so
transferred from the Reserve Fund to the Bond Fund exceeds the amount required to pay and
redeem the Outstanding Bonds, the balance in the Reserve Fund shall be transferred to the City to
be used for any lawful purpose of the City.
(F) Investment and Transfer to Rebate. Moneys in the Reserve Fund shall be invested
and deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be used as required by the City to comply with Section 6.02, and shall otherwise
be transferred on each Interest Payment Date to the Bond Fund to be used for the purposes thereof.
Section 4.04. Bond Fund.
(A) Establishment of Bond Fund. There is hereby established as a separate account to be
held by the Treasurer the Community Facilities District No. 2 (Paragon Gateway), Series 1990,
Special Tax Bonds Bond Fund to the credit of which deposits shall be made as required by Section
3.04, Section 4.01(C) and (D), Section 4.03, Section 4.05(B) and any other amounts required to
be deposited therein by this Resolution of Issuance or the Act. Moneys in the Bond Fund shall be
held in trust by the Treasurer for the benefit of the Owners of the Bonds, shall be disbursed for the
payment of the principal of, and interest and any premium on, the Bonds as provided below, and,
pending such disbursement, shall be subject to a lien in favor of the Owners of the Bonds.
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(B) Disbursements. On or before each Interest Payment Date, the Treasurer shall
withdraw from the Bond Fund and remit to the Agent for payment to the Owners of the Bonds the
principal, and interest and any premium, then due and payable on the Bonds, including any
amounts due on the Bonds by reason of the sinking payments set forth in Section 2,03(A)(iv).
Notwithstanding the foregoing, amounts in the Bond Fund as a result of a transfer purauant to
Section 4.01(D) shall be used to pay the principal of and interest on the Bonds prior to the use of
any other amounts in the Bond Fund for such purpose.
In the event that amounts in the Bond Fund are insufficient for the purpose set forth in the
preceding sentence, the Treasurer shall withdraw from the Bond Fund to the extent of any funds
therein amounts to cover the amount of such Reserve Fund insufficiency. Amounts so withdrawn
from the Reserve Fund shall be deposited in the Bond Fund.
If, after the foregoing transfers, there are insufficient funds in the Bond Fund to make the
payments provided for in the first sentence of the first paragraph of this Section 4.04(B), the
Treasurer shall apply the available funds first to the payment of interest on the Bonds, then to the
payment of principal due on the Bonds other than by reason of sinking payments, and then to
payment of principal due on the bonds by reason of sinking payments. Any sinking payment not
made as scheduled shall be added to the sinking payment to be made on the next sinking payment
date.
(C) Investment. Moneys in the Bond Fund shall be invested and deposited in accordance
with Section 6.01. Interest earnings and profits resulting from the investment and deposit of
amounts in the Bond Fund shall be retained in the Bond Fund to be used for the purposes thereof.
Section 4.05. Special Tax Fund.
(A) Establishment of Special Tax Fund. There is hereby established as a separate account
to be held by the Treasurer, the Community Facilities District No. 2 (Paragon Gateway), Series
1990, Special Tax Bonds Special Tax Fund to the credit of which the City shall deposit,
immediately upon receipt, all Special Tax Revenue received by the City and any amounts required
by Section 4.06(B) to be deposited therein. Moneys in the Special Tax Fund shall be held in trust
by the Treasurer for the benefit of the City and the Owners of the Bonds, shall be disbursed as
provided below and, pending and disbursement, shall be subject to a lien in favor of the Owners of
the Bonds.
(B) Disbursements. As soon as practicable after the receipt by the City of any Special
Tax Revenues, but no later than thirty (30) Business Days after such receipt, the Treasurer shall
withdraw from the Special Tax Fund and transfer (i) to the Reserve Fund an amount, taking into
account amounts then on deposit in the Reserve Fund, such that the amount in the Reserve Fund
equals the Reserve Requirement, and (ii) to the Bond Fund an amount, taking into account any
amounts then on deposit in the Bond Fund such that the amount in the Bond Fund equals the
principal, premium, if any, and interest due on the Bonds during the then current Fiscal Year. All
other amounts then in the Special Tax Fund, concurrently with the foregoing transfers, shall be
deposited by the Treasurer in the Administrative Expense Fund.
(C) Investment. Moneys in the Special Tax Fund shall be invested and deposited in
accordance with Section 6.01. Interest earnings and profits resulting from such investment and
deposit shall be retained in the Special Tax Fund to be used for the purposes thereof.
Section 4.06. Administrative Expense Fund.
(A) Establishment of Administrative Expense Fund. There is hereby established as a
separate account to be held by the Treasurer, the Community Facilities District No. 2 (Paragon
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Gateway), Series 1990, Special Tax Bonds, Administrative Expense Fund to the credit of which
deposits shall be made as required by Sections 4.02(B) and 4.05(B). In addition, any portion of
the deposit made by the owners of property within the CFD with their petition to form the CFD that
has not been expended to pay District formation costs prior to the Closing Date, shall be deposited
by the Treasurer on the Closing Date in the Administrative Expense Fund. Moneys in the
Administrative Expense Fund shall be held in trust by the Treasurer for the benefit of the City, and
shall be disbursed as provided below.
(B) Disbursement. Amounts in the Administrative Expense Fund shall be withdrawn by
the Treasurer and paid to the City or its order upon receipt by the Treasurer of an Officer's
Certificate stating the amount to be withdrawn, that such amount is to be used to pay an
Administrative Expense (or Costs of Issuance), and the nature of such Administrative Expense (or
Costs of Issuance).
Annually, on the last day of each Fiscal Year, the Treasurer shall withdraw any amounts
then remaining in the Administrative Expense Fund that have not been allocated to pay
Administrative Expenses incurred but not yet paid, and which are not otherwise encumbered and
transfer such amounts to the Special Tax Fund.
(C) Investment. Moneys in the Administrative Expense Fund shall be invested and
deposited in accordance with Section 6.01. Interest earnings and profits resulting from said
investment shall be retained by the Treasurer in the Administrative Expense Fund to be used for the
purposes thereof.
ARTICLE V
OTHER COVENANTS OF THE CITY
Section 5.01. Punctual Payment. The City will punctually pay or cause to be paid
the principal of, and interest and any premium on, the Bonds when and as due in strict conformity
with the terms of this Resolution of Issuance and any Supplemental Resolution, and it will
faithfully observe and perform all of the conditions covenants and requirements of this Resolution
of Issuance and all Supplemental Resolutions and of the Bonds.
Section 5.02. Limited Obligation. The Bonds are limited obligations of the City on
behalf of the CFD and are payable solely from and secured solely by the Special Tax Revenues and
the amounts in the Bond Fund, the Reserve Fund, the Improvement Fund and the Special Tax
Fund created hereunder.
Section 5.03. Extension of Time for Payment. In order to prevent any
accumulation of claims for interest after maturity, the City shall not, directly or indirectly, extend or
consent to the extension of the time for the payment of any claim for interest on any of the Bonds
and shall not, directly or indirectly, be a party to the approval of any such arrangement by
purchasing or funding said claims for interest or in any other manner. In case any such claim for
interest shall be extended or funded, whether or not with the consent of the City, such claim for
interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of
this Resolution of Issuance, except subject to the prior payment in full of the principal of all of the
Bonds then Outstanding and of all claims for interest which shall not have so extended or funded.
Section 5.04. Against Encumbrances. The City will not encumber, pledge or place
any charge or lien upon any of the Special Tax Revenues or other amounts pledged to the Bonds
superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds,
except as permitted by this Resolution of Issuance.
Section 5.05. Books and Records. The City will keep, or cause to be kept, proper
books of record and accounts, separate from all other records and accounts of the City, in which
complete and correct entries shall be made of all transactions relating to the expenditure of amounts
disbursed from the Administrative Expense Fund and the Special Tax Fund and to the Special Tax
Revenues. Such books of record and accounts shall at all times during business hours be subject
to the inspection of the Agent and the Owners of not less than ten percent (10 %) of the principal
amount of the Bonds then Outstanding, or their representatives duly authorized in writing.
Section 5.06. Protection of Security and Rights of Owners. The City will
preserve and protect the security of the Bonds and the rights of the Owners, and will warrant and
defend their rights against all claims and demands of all persons. From and after the delivery of
any of the Bonds by the City, the Bonds shall be incontestable by the City.
Section 5.07. Compliance with Law, Completion of Project. The City will
comply with all applicable provisions of the Act and law in completing the construction and
acquisition of the Project.
Section 5.08. Private Business Use Limitation. The City shall assure that:
(A) not in excess of ten percent (10 %) of the Proceeds of the Bonds is used for Private
Business Use if, in addition, the payment of the principal of, or the interest on more than' 10
percent of the Proceeds of the Bonds is (under the terms of the Bonds or any underlying
arrangement) directly or indirectly, (i) secured by any interest in property, or payments in respect
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of property, used or to be used for a Private Business Use, or (ii) to be derived from payments
(whether or not to the City) in respect of property, or borrowed money, used or to be used for a
Private Business Use; and
(B) in the event that in excess of 5 percent of the Proceeds of the Bonds is used for a
Private Business Use, and, in addition, the payment of the principal of, or the interest on, more
than 5 percent of the Proceeds of the Bonds is, (under the terms of the Bonds or any underlying
arrangement) directly or indirectly, secured by any interest in property, or payments in respect of
property, used or to be used for said Private Business Use or is to be derived from payments
(whether or not to the City) in respect of property, or borrowed money, used or to be used for a
Private Business Use, then, (a) said excess over said 5 percent of the Proceeds of the Bonds which
is used for a Private Business Use shall be used for a Private Business Use related to a government
use of such Proceeds and (b) each such Private Business use over five percent of the Proceeds of
the Bonds which is related to a government use of such Proceeds shall not exceed the amount of
such Proceeds which is used for the government use of Proceeds to which such Private Business
Use is related.
Section 5.09. Private Loan Limitation. The City shall assure that not in excess of
the lesser of five percent (5 %) of the Proceeds of the Bonds or $5,000,000 is to be used, directly
or indirectly, to make or finance loans (other than loans constituting Nonpurpose Investments and
other than loans which enable the borrower to finance any governmental tax or assessment of
general application for a specific essential governmental function) to persons other than state or
local government units.
Section 5.10. Collection of Special Tax Revenues. The City shall comply with
all requirements of the Act and this Resolution of Issuance so as to assure the timely collection of
Special Tax Revenues, including without limitation, the enforcement of delinquent Special Taxes.
On or within five (5) Business Days of each June 1, the Treasurer shall determine the
amounts then on deposit in the Bond Fund and the Reserve Fund, and determine that the Special
Taxes may need to be levied pursuant to the Ordinance as necessary to provide for Annual Debt
Service and Administrative Expenses and replenishment (if necessary) of the Reserve Fund so that
the balance therein equals the Reserve Requirement. The Treasurer shall then communicate with
the Auditor to ascertain the relevant parcels on which the Special Taxes are to be levied, taking into
account any parcel splits, or other changes in parcel configurations in the CFD during the
preceding and then current year.
The Treasurer shall effect the levy of the Special Taxes each Fiscal Year in accordance with
the Ordinance by each August 1 that the Bonds are outstanding, such that the computation of the
levy is complete before the final date on which Auditor will accept the transmission of the Special
Tax amounts for the parcels within the CFD for inclusion on the next real property tax roll. Upon
the completion of the computation of the amounts of the levy, the Treasurer shall prepare or cause
to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the
levy of the Special Taxes on the next real property tax roll.
The Treasurer shall fix and levy the amount of Special Taxes within the CFD required for
the payment of principal of and interest on any outstanding Bonds of the CFD becoming due and
payable during the ensuing year, including any necessary replenishment or expenditure of the
Reserve Fund for the Bonds and an amount estimated to be sufficient to pay the Administrative
Expenses during such year. The Special Taxes so levied shall not exceed the authorized amounts
as provided in the proceedings pursuant to the Resolution of Formation.
The Special Taxes shall be payable and be collected in the same manner and at the same
time and in the same installment as the general taxes on real property are payable, and have the
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same priority, become delinquent at the same time and in the same proportionate amounts and bear
the same proportionate penalties and interest after delinquency as do the general taxes on real
property.
Section 5.11. Further Assurances. The City will adopt, make, execute and deliver
any and all such further resolutions, instruments and assurances as may be reasonably necessary or
proper to carry out the intention or to facilitate the performance of this Resolution of Issuance, and
for the better assuring and confirming unto the Owners of the rights and benefits provided in this
Resolution of Issuance.
Section 5.12. No Arbitrage. The City shall not take, or permit or suffer to be taken
by the Treasurer or otherwise, any action with respect to the Gross Proceeds of the Bonds which if
such action had been reasonably expected to have been taken, or had been deliberately and
intentionally taken, on the Closing Date would have caused the Bonds to be "arbitrage bonds"
within the meaning of Section 148(a) of the Code and the Regulations.
Section 5.13. Federal Guarantee Prohibition. The City shall not take any action
or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to
be "federally guaranteed" within the meaning of Section 149(b) of the Code and the Regulations.
Section 5.14. Compliance with the Code. The City covenants to take any and all
action and to refrain from taking such action, which is necessary in order to comply with the Code
or amendments thereto in order to maintain the exclusion from federal gross income, pursuant to
Section 103 of the Code, of the interest on the Bonds paid by the City and received by the Owners.
Section 5.15. Covenant to Foreclose. Pursuant to Section 3 -16610 of the Act, the
City hereby covenants with and for the benefit of the owners of the Bonds that it will order, and
cause to be commenced not later than the first day of August following the date of notice to the City
of a delinquency, and thereafter diligently prosecute, an action in the superior court to foreclose the
lien of any Special Tax or installment thereof not paid when due. The Treasurer shall notify the
City Attorney of any such delinquency of which it is aware, and the City Attorney shall commence,
or cause to be commenced, such proceedings.
ARTICLE VI
INVESTMENTS, DISPOSITION OF INVESTMENT PROCEEDS, LIABILITY OF
THE CITY
Section 6.01. Deposit and Investment of Moneys in Funds. Subject in all
respects to the provisions of Section 6.02, moneys in any fund or account created or established by
this Resolution of Issuance and held by the Treasurer shall be invested by the Treasurer in
Permitted Investments. Subject in all respects to the provisions of Section 6.02, moneys in any
fund or account created or established by this Resolution of Issuance and held by the Treasurer
shall be invested by the Treasurer in any lawful investments that the City may make or in any
Permitted Investment, which in any event by their terms mature prior to the date on which such
moneys are required to be paid out hereunder. Obligations purchased as an investment of moneys
in any fund shall be deemed to be part of such fund or account, subject, however, to the
requirements of this Resolution of Issuance for transfer of interest earnings and profits resulting
from investment of amounts in funds and accounts. Whenever in this Resolution of Issuance any
moneys are required to be transferred by the City to the Agent, such transfer may be accomplished
by transferring a like amount of Permitted Investments.
The Treasurer may act as principal or agent in the acquisition or disposition of any
investment. The Treasurer shall not incur any liability for losses arising from any investments
made pursuant to this Section. For purposes of determining the amount on deposit in any fund or
account held hereunder, all Permitted Investments or investments credited to such fund or account
shall be valued at the cost thereof (excluding accrued interest and brokerage commissions, if any).
Subject in all respects to the provisions of Section 6.02, investments in any and all funds
and accounts may be commingled in a separate fund or funds for purposes of making, holding and
disposing of investments, notwithstanding provisions herein for transfer to or holding in or to the
credit of particular funds or accounts of amounts received or held by the Agent or the Treasurer
hereunder, provided that the Agent or the Treasurer, as applicable, shall at all times account for
such investments strictly in accordance with the funds and accounts to which they are credited and
otherwise as provided in this Resolution of Issuance.
The Treasurer shall sell at the highest price reasonably obtainable, or present for
redemption, any investment security whenever it shall be necessary to provide moneys to meet any
required payment, transfer, withdrawal or disbursement from the fund or account to which such
investment security is credited and the Treasurer shall not be liable or responsible for any loss
resulting from the acquisition or disposition of such investment security in accordance herewith.
Section 6.02. Rebate of Excess Investment Earnings to the United States.
The City hereby covenants to calculate or cause to be calculated and rebate to the federal
government, in accordance with the Regulations, excess investment earnings to the extent required
by section 148(f) of the Code. The Agent hereby agrees to cooperate with the City in connection
with the City's calculation of any rebate due. The Treasurer, at the direction of the City, shall
withdraw from the earnings on amounts in the Reserve Fund any amounts required to be rebated to
the federal government. Any fees or expenses incurred by the Agent or the City under or pursuant
to this Section 6.02 shall be Administrative Expenses.
In order to provide for the administration of this Section 6.02, the City or the Treasurer
may provide for the employment of independent attorneys, accountants and consultants
compensated on such reasonable basis as the City may deem appropriate, and in addition and
without limitation of the provisions of Section 7.02, the Treasurer may rely conclusively upon and
shall be fully protected from all liability in relying upon the opinions, calculations, determinations
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and advice of such attorneys, accountants and consultants employed hereunder, and upon any
directions of the City delivered pursuant to this Section 6.02.
Section 6.03. Limited Obligation. The City's obligations hereunder are limited
obligations of the City on behalf of the CFD and are payable solely from and secured solely by the
Special Tax Revenues and the amounts in the Special Tax Fund, the Improvement Fund, the Bond
Fund and the Reserve Fund created hereunder.
Section 6.04. Liability of City. The City shall not incur any responsibility in respect
of the Bonds or this Resolution of Issuance other than in connection with the duties or obligations
explicitly herein or in the Bonds assigned to or imposed upon it. The City shall not be liable in
connection with the performance of its duties hereunder, except for its own negligence or willful
default. The City shall not be bound to ascertain or inquire as to the performance or observance of
any of the terms, conditions covenants or agreements of the Agent herein or of any of the
documents executed by the Agent in connection with the Bonds, or as to the existence of a default
or event of default thereunder.
In the absence of bad faith, the City, including the Treasurer, may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon certificates
or opinions furnished to the City and conforming to the requirements of this Resolution of
Issuance. The City, including the Treasurer, shall not be liable for any error of judgment made in
good faith unless it shall be proved that it was negligent in ascertaining the pertinent facts.
No provision of this Resolution of Issuance shall require the City to expend or risk its own
general funds or otherwise incur any financial liability (other than with respect to the Special Tax
Revenues) in the performance of any of its obligations hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to it.
The City may rely and shall be protected in acting or refraining from acting upon any
notice, resolution, request, consent, order, certificate, report, warrant, bond or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or
proper parties. The City may consult with counsel, who may be the City Attorney, with regard to
legal questions, and the opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by it hereunder in good faith and in accordance
therewith.
The City shall not be bound to recognize any person as the Owner of a Bond unless and
until such Bond is submitted for inspection, if required, and his title thereto satisfactory
established, if disputed.
Whenever in the administration of its duties under this Resolution of Issuance the City shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of willful misconduct on the part of the City, be deemed to be
conclusively proved and established by a certificate of the Agent, and such certificate shall be full
warrant to the City for any action taken or suffered under the provisions of this Resolution of
Issuance or any Supplemental Resolution upon the faith thereof, but in its discretion the City may,
in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it
may seem reasonable.
Section 6.05. Employment of Agents by City. In order to perform its duties and
obligations hereunder, the City and /or the Treasurer may employ such persons or entities as it
deems necessary or advisable. The City shall not be liable for any of the acts or omissions of such
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persons or entities employed by it in good faith hereunder, and shall be entitled to rely, and shall be
fully protected in doing so, upon the opinions, calculations, determinations and directions of such
persons or entities.
ARTICLE VII
THE AGENT
Section 7.01. Appointment of Agent. Security Pacific National Bank, at its
principal corporate trust department in Los Angeles, California is hereby appointed registrar,
authentication agent, transfer agent, and paying agent and paying agent for the Bonds and the
Treasurer is hereby authorized and directed to enter into an agreement with the Agent for such
purposes. The Agent undertakes to perform such duties, and only such duties, as are specifically
set forth in this Resolution of Issuance, and no implied covenants or obligations shall be read into
this Resolution of Issuance against the Agent.
Any company into which the Agent may be merged or converted or with which it may be
consolidated or any company resulting from any merger, conversion or consolidation to which it
shall be a party or any company to which the Agent may sell or transfer all or substantially all of its
corporate trust business, provided such company shall be eligible under the following paragraph of
this Section, shall be the successor to such Agent without the execution or filing of any paper or
any further act, anything herein to the contrary notwithstanding.
The City may remove the Agent initially appointed, and any successor thereto, and may
appoint a successor or successors thereto, but any such successor shall be a bank or trust company
having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million
Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If
such bank or trust company publishes a report of condition at least annually, pursuant to law or to
the requirements of any supervising or examining authority above referred to, then for the
purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition
so published.
The Agent may at any time resign by giving written notice to the City and by giving to the
Owners notice by mail of such resignation. Upon receiving notice of such resignation, the City
shall promptly appoint a successor Agent by an instrument in writing.Any resignation or removal
of the Agent shall become effective upon acceptance of appointment by the successor Agent.
If no appointment of a successor Agent shall be made pursuant to the foregoing provisions
of this Section within forty -five (45) days after the Agent shall have given to the City written notice
or after a vacancy in the office of the Agent shall have occurred by reason of its inability to act, the
Agent or any Owner may apply to any court of competent jurisdiction to appoint a successor
Agent. Said court may thereupon, after such notice, if any, as such court may deem proper,
appoint a successor Agent.
If, by reason of the judgment of any court, the Agent is rendered unable to perform its
duties hereunder, all such duties and all of the rights and powers of the Agent hereunder shall be
assumed by and vest in the Treasurer of the City in trust for the benefit of the Owners. The City
covenants for the direct benefit of the Owners that its Treasurer in such case shall be vested with all
of the rights and powers of the Agent hereunder, and shall assume all of the responsibilities and
perform all of the duties of the Agent hereunder, in trust for the benefit of the Owners of the
Bonds.
Section 7.02. Liability of Agent. The recitals of facts, covenants and agreements
herein and in the Bonds contained shall be taken as statements, covenants and agreements of the
City, and the Agent assumes no responsibility for the correctness of the same, or makes any
representations as to the validity or sufficiency of this Resolution of Issuance or of the Bonds, or
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shall incur any responsibility in respect thereof, other than in connection with the duties or
obligations herein or in the Bonds assigned to or imposed upon it. The Agent shall not be liable in
connection with the performance of its duties hereunder, except for its own negligence or willful
default. The Agent assumes no responsibility or liability for any information, statement or recital
in any offering memorandum or other disclosure material prepared or distributed with respect to the
issuance of the Bonds.
In the absence of bad faith, the Agent may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Agent and conforming to the requirements of this Resolution of Issuance; but in
the case of any such certificates or opinions by which any provision hereof are specifically required
to be furnished to the Agent, the Agent shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Resolution of Issuance. Except as
provided above in this paragraph, Agent shall be protected and shall incur no liability in acting or
proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with
the terms of this Resolution of Issuance, upon any resolution, order, notice, request, consent or
waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith
reasonably believe to be genuine and to have been adopted or signed by the proper person or to
have been prepared and furnished pursuant to any provision of this Resolution of Issuance, and the
Agent shall not be under any duty to make any investigation or inquiry as to any statements
contained or matters referred to in any such instrument.
The Agent shall not be liable for any error of judgment made in good faith by a responsible
officer unless it shall be proved that the Agent was negligent in ascertaining the pertinent facts.
No provision of this Resolution of Issuance shall require the Agent to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.
The Agent shall be under no obligation to exercise any of the rights or powers vested in it
by this Resolution of Issuance at the request or direction of any of the Owners pursuant to this
Resolution of Issuance unless such Owners shall have offered to the Agent reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.
The Agent may become the owner of the Bonds with the same rights it would have if it
were not the Agent.
Section 7.03. Information. The Agent shall provide to the City such information
relating to the Bonds and any funds and accounts maintained by the Agent hereunder as the City
shall reasonably request, including but not limited to quarterly statements reporting any funds held
and transactions by the Agent.
Section 7.04. Notice to Agent. The Agent may rely and shall be protected in acting
or refraining from acting upon any notice, resolution, request, consent, order, certificate, report,
warrant, Bond or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or proper parties. The Agent may consult with counsel, who may be
counsel to the City, with regard to legal questions, and the opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken or suffered by it hereunder
in good faith and in accordance therewith.
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The Agent shall not be bound to recognize any person as the Owner of a Bond unless and
until such Bond is submitted for inspection, if required, and his title thereto satisfactorily
established, if disputed.
Whenever in the administration of its duties under this Resolution of Issuance the Agent
shall deem it necessary or desirable that a matter be proved or established prior to taking or
suffering any action hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of willful misconduct on the part of the Agent, be
deemed to be conclusively proved and established by an officer's certificate, and such certificate
shall be full warrant to the Agent for any action taken or suffered under the provisions of this
Resolution of Issuance or any Supplemental Resolution upon the faith thereof, but in its discretion
the Agent may, in lieu thereof, accept other evidence of such matter or may require such additional
evidence as to it may seem reasonable.
Section 7.05. Compensation, Indemnification. The City shall pay to the Agent
from time to time reasonable compensation for all services rendered as Agent under this Resolution
of Issuance, and also all reasonable expenses, charges, counsel fees and other disbursements,
including those of their attorneys, agents and employees, incurred in and about the performance of
their powers and duties under this Resolution of Issuance, but the Agent shall not have a lien
therefor on any funds at any time held by it under this Resolution of Issuance. The City further
agrees, to the extent permitted by applicable law, to indemnify and save the Agent, its officers,
employees, directors and agents harmless against any liabilities which it may incur in the exercise
and performance of its powers and duties hereunder which are not due to its negligence or willful
misconduct. The obligation of the City under this Section shall survive resignation or removal of
the Agent under this Resolution of Issuance and payment of the Bonds and discharge of this
Resolution of Issuance, but any monetary obligation of the City arising under this Section shall be
limited solely to amounts on deposit in the Administrative Expense Fund.
ARTICLE VIII
MODIFICATION OR AMENDMENT OF THIS RESOLUTION OF ISSUANCE
Section 8.01. Amendments Permitted. This Resolution of Issuance and the rights
and obligations of the City and of the Owners of the Bonds may be modified or amended at any
time by a Supplemental Resolution pursuant to the affirmative vote at a meeting of Owners, or with
the written consent without a meeting, of the Owners of at least sixty percent (60 %) in aggregate
principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in
Section 8.04. No such modification or amendment shall (i) extend the maturity of any Bond or
reduce the interest rate thereon, or otherwise alter or impair the obligation of the City to pay the
principal of, and the interest and any premium on, any Bond, without the express consent of the
Owner of such Bond, or (ii) permit the creation by the City of any pledge or lien upon the Special
Taxes superior to or on a parity with the pledge and lien created for the benefit of the Bonds
(except as otherwise permitted by the Act, the laws of the State of California or this Resolution of
Issuance), or reduce the percentage of Bonds required for the amendment hereof. Any such
amendment may not modify any of the rights or obligations of the Agent without its written
consent.
This Resolution of Issuance and the rights and obligations of the City and of the Owners
may also be modified or amended at any time by a Supplemental Resolution, without the consent
of any Owners, only to the extent permitted by law and only for any one or more of the following
purposes:
(a) to add to the covenants and agreements of the City in this Resolution of Issuance
contained, other covenants and agreements thereafter to be observed, or to limit or surrender any
right or power herein reserved to or conferred upon the City;
(b) to make modifications not adversely affecting affecting any outstanding series of
Bonds of the City in any material respect;
(c) to make such provisions for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective provision contained in this Resolution of Issuance, or in
regard to questions arising under this Resolution of Issuance, as the City and the Agent may deem
necessary or desirable and not inconsistent with this Resolution of Issuance, and which shall not
adversely affect the rights of the Owners of the Bonds;
(d) to make such additions, deletions or modifications as may be necessary or desirable
to assure compliance with section 148 of the Code relating to required rebate of Excess Investment
Earnings to the United States or otherwise as may be necessary to assure exclusion from gross
income for federal income tax purposes of interest on the Bonds or to conform with the
Regulations.
Section 8.02. Owners' Meetings. The City may at any time call a meeting of the
Owners. In such event the City is authorized to fix the time and place of said meeting and to
provide for the giving of notice thereof, and to fix and adopt rules and regulations for the conduct
of said meeting.
Section 8.03. Procedure for Amendment with Written Consent of Owners.
The City and the Agent may at any time adopt a Supplemental Resolution amending the provisions
of the Bonds or of this Resolution of Issuance or any Supplemental Resolution, to the extent that
such amendment is permitted by Section 8.01, to take effect when and as provided in this Section.
A copy of such Supplemental Resolution, together with a request to Owners for their consent
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thereto, shall be mailed by first class mail, by the Agent to each Owner of Bonds Outstanding, but
failure to mail copies of such Supplemental Resolution and request shall not affect the validity of
the Supplemental Resolution when assented to as in this Section provided.
Such Supplemental Resolution shall not become effective unless there shall be filed with
the Agent the written consents of the Owners of at least sixty percent (60 %) in aggregate principal
amount of the Bonds then Outstanding (exclusive of Bonds disqualified as provided in Section
8.04 and a notice shall have been mailed as hereinafter in this Section provided. Each such consent
shall be effective only if accompanied by proof of ownership of the Bonds for which such consent
is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be
binding upon the Owner of the Bonds giving such consent and on any subsequent Owner (whether
or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the
Owner giving such consent or a subsequent Owner by filing such revocation with the Agent prior
to the date when the notice hereinafter in this Section provided for has been mailed
After the Owners of the required percentage of Bonds shall have filed their consents to the
Supplemental Resolution, the City shall mail a notice to the Owners in the manner hereinbefore
provided in this Section for the mailing of the Supplemental Resolution, stating in substance that
the Supplemental Resolution has been consented to by the Owners of the required percentage of
Bonds and will be effective as provided in this Section (but failure to mail copies of said notice
shall not affect the validity of the Supplemental Resolution or consents thereto). Proof of the
mailing of such notice shall be filed with the Agent. A record, consisting of the papers required by
this Section 8.03 to be filed with the Agent, shall be proof of the matters therein stated until the
contrary is proved. The Supplemental Resolution shall become effective upon the filing with the
Agent of the proof of mailing of such notice, and the Supplemental Resolution shall be deemed
conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon
the City and the Owners of all Bonds at the expiration of sixty (60) days after such filing, except in
the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal
action or equitable proceeding for such purpose commenced within such sixty -day period.
Section 8.04. Disqualified Bonds. Bonds owned or held for the account of the
City, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of
any vote, consent or other action or any calculation of Outstanding Bonds provided for in this
Article VIII, and shall not be entitled to vote upon, consent to, or take any other action provided for
in this Article VIII.
Section 8.05. Effect of Supplemental Resolution. From and after the time any
Supplemental Resolution becomes effective pursuant to this Article VIII, this Resolution of
Issuance shall be deemed to be modified and amended in accordance therewith, the respective
rights, duties and obligations under this Resolution of Issuance of the City and all Owners of
Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such
Supplemental Resolution shall be deemed to be part of the terms and conditions of this Resolution
of Issuance for any and all purposes.
Section 8.06. Endorsement or Replacement of Bonds Issued After
Amendments. The City may determine that Bonds issued and delivered after the effective date of
any action taken as provided in this Article VIII shall bear a notation, by endorsement or otherwise,
in form approved by the City, as to such action. In that case, upon demand of the Owner of any
Bond Outstanding at such effective date and presentation of his Bond for that purpose at the
Principal Office of the Agent or at such other office as the City may select and designate for that
purpose, a suitable notation shall be made on such Bond. The City may determine that new
Bonds, so modified as in the opinion of the City is necessary to conform to such Owners' action,
shall be prepared, executed and delivered. In that case, upon demand of the Owner of any Bonds
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then Outstanding, such new Bonds shall be exchanged at the Principal Office of the Agent without
cost to any Owner, for Bonds then Outstanding, upon surrender of such Bonds.
Section 8.07. Amendatory Endorsement of Bonds. The provisions of this Article
VIII shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Benefits of Agreement Limited to Parties. Nothing in this
Resolution of Issuance, expressed or implied, is intended to give to any person other than the City,
the Agent and the Owners, any right, remedy, claim under or by reason of this Resolution of
Issuance. Any covenants, stipulations, promises or agreements in this Resolution of Issuance
contained by and on behalf of the City shall be for the sole and exclusive benefit of the Owners and
the Agent.
Section 9.02. Successor is Deemed Included in All References to
Predecessor. Whenever in this Resolution of Issuance or any Supplemental Resolution either
the City or the Agent is named or referred to, such reference shall be deemed to include the
successors or assigns thereof, and all the covenants and agreements in this Resolution of Issuance
contained by or on behalf of the City or the Agent shall bind and inure to the benefit of the
respective successors and assigns thereof whether so expressed or not.
Section 9.03. Discharge of Resolution of Issuance. The City shall have the
option to pay and discharge the entire indebtedness on all or any portion of the Bonds Outstanding
in any one or more of the following ways:
(A) by well and truly paying or causing to be paid the principal of, and interest and any
premium on, such Bonds Outstanding, as and when the same become due and payable;
(B) by depositing with the Agent, in trust, at or before maturity, money which, together
with the amounts then on deposit in the funds and accounts provided for in Sections 4.02 and 4.03
is fully sufficient to pay such Bonds Outstanding, including all principal, interest and redemption
premiums; or
(C) by irrevocably depositing with the Agent, in trust, cash and Federal Securities in such
amount as the City shall determine as confuuied by an independent certified public accountant will,
together with the interest to accrue thereon and moneys then on deposit in the fund and accounts
provided for in Sections 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness
on such Bonds (including all principal, interest and redemption premiums) at or before their
respective maturity dates.
If the City shall have taken any of the actions specified in (A), (B) or (C) above, and if
such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have
been given as in this Resolution of Issuance provided or provision satisfactory to the Agent shall
have been made for the giving of such notice, then, at the election of the City, and notwithstanding
that any Bonds shall not have been surrendered for payment, the pledge of the Special Taxes and
other funds provided for in this Resolution of Issuance and all other obligations of the City under
this Resolution of Issuance with respect to such Bonds Outstanding shall cease and terminate.
Notice of such election shall be filed with the Agent. Notwithstanding the foregoing, the
obligation of the City to pay or cause to be paid to the Owners of the Bonds not so surrendered and
paid all sums due thereon and all amounts owing to the Agent pursuant to Section 7.05 shall
continue in any event.
Upon compliance by the City with the foregoing with respect to all Bonds Outstanding, any
funds held by the Agent after payment of all fees and expenses of the Agent, which are not
required for the purposes of the preceding paragraph, shall be paid over to the City and any Special
- 33 -
Taxes thereafter received by the City shall not be remitted to the Agent but shall be retained by the
City to be used for any purpose permitted under the Act.
Section 9.04. Execution of Documents and Proof of Ownership by Owners.
Any request, declaration or other instrument which this Resolution of Issuance may require or
permit to be executed by Owners may be in one or more instruments of similar tenor, and shall be
executed by Owners in person or by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution by any
Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he purports to
act, that the person signing such request, declaration or other instrument or writing acknowledged
to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to
before such notary public or other officer.
Except as otherwise herein expressly provided, the ownership of registered Bonds and the
amount, maturity, number and date of holding the same shall be proved by the registry books.
Any request, declaration or other instrument or writing of the Owner of any Bond shall
bind all future Owners of such Bond in respect of anything done or suffered to be done by the City
or the Agent in good faith and in accordance therewith.
Section 9.05. Waiver of Personal Liability. No member, officer, agent or
employee of the City shall be individually or personally liable for the payment of the principal of,
or interest or any premium on, the Bonds; but nothing herein contained shall relieve any such
member, officer, agent or employee from the performance of any official duty provided by law.
Section 9.06. Notices to and Demands on City and Agent. Any notice or
demand which by any provision of this Resolution of Issuance is required or permitted to be given
or served by the Agent to or on the City may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by the City with the
Agent) as follows:
City of Alameda
2263 Santa Clara Avenue
Alameda, California 94501
Attention: Director of Finance
Any notice or demand which by any provision of this Resolution of Issuance is required or
permitted to be given or served by the City to or on the Agent may be given or served by being
deposited postage prepaid in a post office letter box addressed (until another address is filed by the
Agent with the City) as follows:
Security Pacific National Bank
Corporate Trust Department
P.O. Box 7887
33 New Montgomery, 1lth Floor
San Francisco, CA 94105
Attn: Loyce Harrison, Assistant Vice President
Section 9.07. Partial Invalidity. If any Section, paragraph, sentence, clause or
phrase of this Resolution of Issuance shall for any reason be held illegal or unenforceable, such
- 34 -
holding shall not affect the validity of the remaining portions of this Resolution of Issuance. The
City hereby declares that it would have adopted this Resolution of Issuance and each and every
other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds
pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences,
clauses, or phrases of this Resolution of Issuance may be held illegal, invalid or unenforceable.
Section 9.08. Unclaimed Moneys. Anything contained herein to the contrary
notwithstanding, any moneys held by the Agent in trust for the payment and discharge of the
principal of, and the interest and any premium on, the Bonds which remains unclaimed for three
(3) years after the date when the payments of such principal, interest and premium have become
payable, if such moneys was held by the Agent at such date, shall be repaid by the Agent to the
City as its absolute property free from any trust, and the Agent shall thereupon be released and
discharged with respect thereto and the Bond Owners shall look only to the City for the payment of
the principal of, and interest and any premium on, such Bonds.
Section 9.09. Applicable Law. This Resolution of Issuance shall be governed by
and enforced in accordance with the laws of the State of California applicable to contracts made and
performed in the State of California.
Section 9.10. Conflict with Act. In the event of a conflict between any provision of
this Resolution of Issuance with any provision of the Act as in effect on the Closing Date, the
provision of the Act shall prevail over the conflicting provision of this Resolution of Issuance.
Section 9.11. Conclusive Evidence of Regularity. Bonds issued pursuant to this
Resolution of Issuance shall constitute conclusive evidence of the regularity of all proceedings
under the Act relative to their issuance and the levy of the Special Taxes.
Section 9.12. Payment on Business Day. In any case where the date of the
maturity of interest or of principal (and premium, if any) of the Bonds or the date fixed for
redemption of any Bonds or the date any action is to be taken pursuant to this Resolution of
Issuance is other than a Business Day, the payment of interest or principal (and premium, if any)
or the action need not be made on such date but may be made on the next succeeding day which is
a Business Day with the same force and effect as if made on the date required and no interest shall
accrue for the period after such date.
Section 9.13. Effective Date. This Resolution of Issuance shall be effective upon the
date of its adoption.
FORM OF BOND
No. $
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ALAMEDA
CITY OF ALAMEDA
COMMUNITY FACILITIES DISTRICT NO. 2
(PARAGON GATEWAY)
SERIES 1990, SPECIAL TAX BOND
INTEREST RATE MATURITY DATE DATED DATE CUSIP
December 1, 1990
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Alameda (the "City ") for and on behalf of Community Facilities District No. 2
(Paragon Gateway) (the "CFD "), for value received, hereby promises to pay solely from the
Special Tax (as hereinafter defined) to be collected in the CFD or amounts in the funds and
accounts held under the Resolution of Issuance (as hereinafter defined), to the registered owner
named above, or registered assigns, on the maturity date set forth above, unless redeemed prior
thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such
principal amount from December 1, 1990, or from the most recent interest payment date to which
interest has been paid or duly provided for, semiannually on September 1 and March 1,
commencing September 1, 1991, at the interest rate set forth above, until the principal amount
hereof is paid or made available for payment. The principal of this Bond is payable to the
registered owner hereof in lawful money of the United States of America upon presentation and
surrender of this Bond at the principal corporate trust department of Security Pacific National
Bank, in Los Angeles, California (the "Agent "). Interest on this Bond shall be paid by check of
the Agent mailed by first class mail on each interest payment date to the registered owner hereof as
of the close of business on the 15th day of the month preceding the month in which the interest
payment date occurs (the "Record Date ") at such registered owner's address as it appears on the
registration books maintained by the Agent.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS
PLACE.
EXHIBIT A
Page 1
The Resolution of Issuance and the rights and obligations of the City thereunder may be
modified or amended as set forth therein.
This Bond shall not become valid or obligatory for any purpose until the certificate of
authentication and registration hereon endorsed shall have been dated and signed by the Agent.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and
things required by law to exist, happen and be performed precedent to and in the issuance of this
Bond have existed, happened and been performed in due time, form and manner as required by
law, and that the amount of this Bond does not exceed any debt limit prescribed by the laws or
Constitution of the State of California.
IN WITNESS WHEREOF, City of Alameda has caused this Bond to be dated December 1,
1990, to be signed by the facsimile signature of its Mayor and countersigned by the facsimile
signature of the City Clerk.
[S E A L]
CITY OF ALAMEDA
By:
Mayor
AIIEST:
City Clerk
EXHIBIT A
Page 2
[FORM OF BACK OF BOND]
This Bond is one of a duly authorized issue of bonds in the maximum aggregate principal
amount of $2,1.00,000 approved by the qualified electors of the CFD on November 20, 1990
pursuant to Chapter 16 of Title 11I of the Alameda Municipal Code (the "Act) for the purpose of
financing the acquisition of certain facilities in the vicinity of the CFD (the "Project "), and is one of
the series of Bonds designated "City of Alameda, Community Facilities District No. 2 (Paragon
Gateway), Series 1990, Special Tax Bonds" in the aggregate principal amount of $1,615,000 (the
"Bonds "). The creation of the Bonds and the terms and conditions thereof are provided for by a
resolution adopted by the City Council of the City of Alameda on November 20, 1990 (the
"Resolution of Issuance ") and this reference incorporates the Resolution of Issuance herein, and by
acceptance hereof the owner of this Bond assents to said terms and conditions. Pursuant to and as
more particularly described in the Resolution of Issuance, parity bonds may be issued by the City
in a principal amount of not to exceed $485,000. The Resolution of Issuance is adopted under and
this Bond is issued under, and both are to be construed in accordance with, the laws of the State of
California.
Pursuant to the Act, the Resolution of Issuance, the principal of and interest on this Bond
are payable solely from the annual special tax authorized under the Act to be collected within the
CFD (the "Special Tax ") and certain funds held under the Resolution of Issuance.
Interest on this Bond shall be payable from the interest payment date next preceding the
date of authentication hereof, unless (i) it is authenticated on an interest payment date, in which
event it shall bear interest for such interest payment date, or (ii) such date of authentication is after a
Record Date but on or prior to an interest payment date, in which event interest will be payable
from such interest payment date, or (iii) such date of authentication is on or before the first Record
Date, in which event interest will be payable from December 1, 1990; provided however, that if at
the time of authentication of this Bond, interest is in default hereon, this Bond shall bear interest
from the interest payment date to which interest has previously been paid or made available for
payment hereon.
Any tax for the payment hereof shall be limited to the Special Tax, except to the extent that
provision for payment has been made by the City of Alameda, as may be permitted by law. The
Bonds do not constitute obligations of the City of Alameda for which said City is obligated to levy
or pledge, or has levied or pledged, general or special taxation other than described hereinabove.
The City has covenanted for the benefit of the owners of the Bonds that it will commence within
not later than the first day of August following notification of a delinquency and diligently pursue
to completion appropriate foreclosure actions in the event of delinquencies of any Special Tax
installments levied for payment of principal and interest.
The Bonds maturing on or after September 1, 2000, are subject to optional redemption
prior to their stated maturity on any Interest Payment Date on or after September 1, 1999, as a
whole or in part, at a redemption price (expressed as a percentage of the principal amount of the
Bonds to be redeemed), as set forth below, together with accrued interest thereon to the date fixed
for redemption:
Redemption Dates Redemption Prices
September 1, 1999 and March 1, 2000 102%
September 1, 2000 and March 1, 2001 101
September 1, 2001 and thereafter 100
EXHIBIT A
Page 3
All the Bonds are subject to redemption prior to their stated maturities from proceeds of
prepayments of Special Taxes, on any Interest Payment Date, in whole or in part, at a redemption
price (expressed as a percentage of the principal amount of the Bonds to be redeemed) as set forth
below, together with accrued interest thereon to the date fixed for redemption:
Redemption Dates Redemption Prices
On or prior to March 1, 1998
September 1, 1999 and March 1, 2000
September 1, 2000 and March 1, 2001
September 1, 2001 and thereafter
103%
102
101
100
All the Bonds are subject to redemption prior to their stated maturities, in whole or in part,
on the next Interest Payment Date occurring at least 60 days following the transfer from the
Improvement Fund to the Bond Fund of all moneys on deposit in the Improvement Fund upon
completion of the Project, as certified by the Treasurer at a redemption price equal to the principal
amount thereof, together with accrued interest thereon to the date of redemption, without premium.
The outstanding Bonds maturing on September 1, 2016, are subject to mandatory sinking
payment redemption in part on September 1, 2002, and on each September 1 thereafter to maturity,
by lot, at a redemption price equal to the principal amount thereof to be redeemed, together with
accrued interest to the date fixed for redemption, without premium, from sinking payments as
follows:
September 1
2002
2003
2004
2005
2006
2007
2008
2009
Sinking Payments
$45,000
50,000
55,000
60,000
65,000
70,000
75,000
80,000
September 1
2010
2011
2012
2013
2014
2015
2016
Sinking Payments
$ 90,000
95,000
100,000
110,000
120,000
130,000
140,000
Notice of redemption with respect to the Bonds to be redeemed shall be given to the
registered owners thereof, in the manner, to the extent and subject to the provisions of the
Resolution of Issuance.
This Bond shall be registered in the name of the owner hereof, as to both principal and
interest.
Each registration and transfer of registration of this Bond shall be entered by the Agent in
books kept by it for this purpose and authenticated by its manual signature upon the certificate of
authentication endorsed hereon.
No transfer or exchange hereof shall be valid for any purpose unless made by the registered
owner, by execution of the form of assignment endorsed hereon, and authenticated as herein
provided, and the principal hereof, interest hereon and any redemption premium shall be payable
only to the registered owner or to such owner's order. The Agent shall require the registered
owner requesting transfer or exchange to pay any tax or other governmental charge required to be
paid with respect to such transfer or exchange. No transfer or exchange hereof shall be required to
be made (i) fifteen days prior to the date established by the Agent for selection of Bonds for
redemption or (ii) with respect to a Bond after such Bond has been selected for redemption.
EXHIBIT A
Page 4
[FRONT OF BOND]
AGENT'S CERTIFICATE OF AUTHENTICATION
This is one of the Bonds described in the Resolution of Issuance which has been
authenticated on
SECURITY PACIFIC NATIONAL BANK,
as Agent
By:
Authorized Signatory
EXHIBIT A
Page 5
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer unto
(Name, Address and Tax Identification or Social Security Number of Assignee)
the within- mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s)
, attorney,
to transfer the same on the Bond registration books of the Agent with full power of substitution in
the premises.
Dated:
Signature Guaranteed: Signature:
NOTE: Signature(s) must be guaranteed by a member NOTE: The signature(s) on this Assignment must
firm of the New York Stock Exchange or a correspond with the name(s) as written on the
commercial bank or trust company. face of the within Bond in every particular
without alteration or enlargement or any
change whatsoever.
EXHIBIT A
Page 6
I, the undersigned, hereby certify that the foregoing Resolution
was duly and regularly adopted and passed by the Council of the
City of Alameda in regular meeting assembled on the twentieth day
of November, 1990, by the following vote to wit:
AYES: Councilmembers Arnerich, Camicia, Thomas,
Withrow and President Corica - 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this twenty -first day of November,
1990.
Diane Felsch, City Clerk
City of Alameda