Loading...
Resolution 10764JHHW:SRC:hml 10/3/85 1342S RESOLUTION NO. 10764 A RESOLUTION DETERMINING UNPAID ASSESSMENTS AND PROVIDING FOR ISSUANCE OF BONDS SECOND SALE MARINA VILLAGE ASSESSMENT DISTRICT 84 -3 RESOLVED, by the City Council of the City of Alameda, County of Alameda, California, that WHEREAS, on August 21, 1984, this Council passed and adopted Resolution Preliminary Determination and of Intention No. 10421 relating to the acquisition and /or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, and therein provided that serial bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, reference to said Resolution of Preliminary Determination and of Intention hereby being expressly made for further particulars; WHEREAS, notice of the recordation of the assessment and of the time within which assessments were to be paid in cash have been waived in writing by the owners of all of the property to be assessed, which written waivers are on file with the City Clerk of the City of Alameda, and a list of the assessments remaining unpaid has been filed with the Director of Finance and Treasurer of the City; and WHEREAS, this Council duly considered said list and determined that the same was an accurate statement thereof; NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED, as follows: 1. List of Unpaid Assessments. The assessments now remaining unpaid are as shown on said list and on Exhibit "A" attached hereto and by this reference made a part hereof; the aggregate amount thereof is $38,000,000.00; and for a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in said list, reference is hereby made to the assessment and to the diagram recorded in the office of the Superintendent of Streets of this City after confirmation thereof by this Council. 2. Prior Issue. In the proceedings under and pursuant to said Resolution of Intention No. 10405 this Council adopted on August 8, 1984, Resolution No. 10520, A Resolution Determining Unpaid Assessments and Providing for Issuance of Bonds, pursuant to which bonds in the amount of $15,300,000.00, to be known as "Improvement Bonds, City of Alameda, Marina Village Assessment District No. 85 -1, were issued, sold and delivered. Said Resolution No. 10520 expressly reserved jurisdiction to issue additional bonds to represent and upon the security of the remaining $22,700,000.00 of the unpaid assessments shown on the List of Unpaid Assessments attached hereto as Exhibit "A ". Said bonds heretofore issued together with the bonds herein provided to be issued do not exceed the total amount of the unpaid assessments as shown on said List of Unpaid Assessments. 3. Issuance of Bonds. Bonds in the aggregate principal amount of $9,100,000.00 shall be issued as hereinafter provided upon the security of said unpaid assessments in accordance with the provisions of the Improvement Bond Act of 1915 (Division 10 of the California Streets and Highways Code) and under and pursuant to the provisions of said Resolution of Intention and the proceedings thereunder duly had and taken. Jurisdiction is hereby expressly reserved to issue bonds upon the security of the balance of said unpaid assessments as set forth in part 1 hereof, which balance is the difference -2- between $38,000,000.00 and $24,400,000.00, or $13,600,000.00. The bonds herein provided to be issued shall be known as "Improvement Bonds, City of Alameda, Marina Village Assessment District 84 -3, Series 85 -2 ", and shall be dated October 30, 1985. Said bonds shall be issued only in fully registered form in denominations of $5,000.00 or any integral multiple thereof, and shall mature in the amounts and on the dates and at the rates of interest set forth in Exhibit "B" attached hereto and by this reference made a part hereof. Said bonds shall be assigned a separate letter prefix for each maturity, and within each maturity shall be numbered consecutively from 1 upwards. 5. Payment of Bonds and Designation of Agent. Said bonds shall bear interest at the rate or rates determined by this Council at the time of sale of said bonds (not to exceed twelve percent (12 %) per annum, or such higher rate of interest as may be authorized by applicable law at the time of sale of such bonds), payable commencing on January 2, 1987, and semiannually thereafter on July 2 and January 2 of each year to maturity. Each bond shall bear interest from the interest payment date next preceding the date on which it is authenticated and registered, unless authenticated and registered (1) prior to an interest payment date and after the close of business of the fifteenth day preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (ii) prior to the close of business on the fifteenth day of the month preceding January 2, 1987, in which event it shall bear interest from its date; provided, however, that if at the time of authentication interest is in default, each bond shall bear interest from the date to which interest has been paid. Each bond will continue to bear interest after maturity at the rate stated therein, provided it is presented at maturity and payment thereof is refused on the sole ground that there is not sufficient money in the -3- redemption fund with which to pay same; if it is not presented at maturity, interest thereon will run only until maturity. Bank of America National Trust and Savings Association is hereby designated as the Transfer Agent, Registrar and Paying Agent (hereinafter the "Agent "). The principal and redemption premium of said bonds shall be payable in lawful money of the United States of America at the office(s) of the Agent in San Francisco, California upon the presentation and surrender of said bonds as the same become due and payable. Interest on said bonds shall be paid to the registered owner by check or draft mailed to the address entered in the registry book provided for herein as of the fifteenth (15th) day immediately preceding each interest payment date. 5. Form. The bonds shall be substantially in the form set forth in Exhibit "C" hereto. 6. Execution. Said bonds shall be executed on behalf of the City and under its official seal by its Director of Finance and by its City Clerk, whose signatures shall be reproduced on the bonds by engraved, printed or lithographed facsimile thereof, and the official seal may be placed on the bonds in like manner; such signing and sealing shall constitute and be a sufficient and binding execution of each and every one of said bonds. The bonds shall then be delivered to the Agent for authentication by it. If any officer whose signature appears on said bonds ceases to be such officer before the authentication and delivery of said bonds to the purchaser thereof, such signature shall be as valid as if such officer had remained in office until the authentication and delivery of said bonds. 7. Authentication. Only such of the bonds as shall bear thereon a certificate of authentication substantially in the form below, manually executed by the Agent, shall be valid or obligatory for any purpose or -4- entitled to the benefits of this Resolution, and such certificate of the Agent shall be conclusive evidence that the bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this resolution. The Agent's certificate of authentication on any bond shall be deemed to be executed by it if signed by an authorized officer or signatory of the Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the bonds issued hereunder. [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the bonds described in the Resolution Determining Unpaid Assessments and Providing for Issuance of Bonds, which has been registered on By Authorized Officer 8. Preparation and Delivery of Bonds. The Director of Finance of the City of Alameda is hereby directed to cause said bonds to be prepared in accordance with this resolution and to deliver same upon their completion and execution to the Agent who shall authenticate and deliver said bonds to the purchaser thereof, upon receipt of the purchase price therefor, and upon the performance of the conditions contained in the accepted bid for the bonds. 9. Improvement Fund. Said Director of Finance shall keep an improvement fund designated by the name and /or number of the improvement or assessment district, into which shall be placed the proceeds received from the -6- sale of said bonds, including any premium (except that any interest accrued from the date of the bonds to the date of delivery thereof shall be placed in the redemption fund provided for herein). All monies in said fund shall be withdrawn only upon checks or warrants of the City of Alameda and shall be applied exclusively to the payment of the cost of the acquisitions and /or construction of the improvements described in the proceedings under and pursuant to said Resolution of Intention, as now or hereafter changed or modified by appropriate legal proceedings, and all expenses incidental thereto. Any surplus remaining after payment of all costs and all legal charges, claims and expenses shall be used as set forth in said proceedings. 10. Redemption Fund. Said Director of Finance shall keep a redemption fund designated by the name of the bonds, into which shall be placed any accrued interest for the period from the date of said bonds to the date of delivery thereof and all sums received from the collection of unpaid assessments provided for in Section 10 hereof, and of the interest and penalties thereon, and from which fund disbursement shall be made to pay the principal or advance redemption price of the bonds and the interest due thereon. 11. Collection of Unpaid Assessments. The unpaid assessments shown on said list, together with the interest thereon, shall be payable in annual series corresponding in number to the number of serial maturities of the bonds issued. An annual proportion of each unpaid assessment shall be payable in each year preceding the date of maturity of each of the several series of bonds issued, sufficient to pay the bonds when due, and such proportion of each unpaid assessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. All sums received from the collection of said unpaid assessments and of the interest and penalties thereon shall be placed in the redemption fund provided for herein. 12. Redemption Prior to Maturity. Each bond or any portion thereof in the amount of $5,000.00 or any integral multiple thereof, outstanding may be redeemed and paid in advance of maturity upon the second day of January or July in any year by giving at least 60 days notice and by paying the principal amount thereof together with a premium equal to 5% of the principal plus interest to the date of advanced maturity, unless sooner surrendered, in which event said interest will be paid to the date of payment, all in the manner and as provided in the Improvement Bond Act of 1915. The provisions of Part 11.1 of the Improvement Bond Act of 1915 are applicable to the advance payment of assessments and to the calling of said bonds. The Director of Finance shall call for redemption and retire bonds upon prepayment of assessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the redemption fund. In selecting bonds for retirement, the lowest numbered bonds of the various annual maturities shall be chosen pro rata in a manner intended to disturb as little as possible the relationship of unpaid assessments to bonds outstanding. 13. Exchange of Bonds. Any bond, upon surrender thereof at the office of the Agent, together with an assignment duly executed by the registered -8- owner thereof or his attorney or legal representative in such form as shall be satisfactory to the Agent, may, at the option of such owner, be exchanged for an aggregate principal amount of bonds equal to the principal amount of the bond so surrendered, and of any authorized denomination or denominations. The City shall make provision for the exchange of bonds at the office of the Agent. 14. Negotiability, Registration and Transfer of Bonds. The Agent shall keep books for the registration, and for the registration of transfers, of bonds as provided in this resolution which shall at all times be open to inspection by the City. The transfer of any bond may be registered only upon such books upon surrender thereof to the Agent together with an assignment duly executed by the owner or his attorney or legal representative in such form as shall be satisfactory to the Agent. Upon any such registration of transfer the City shall execute and the Agent shall authenticate and deliver in exchange for such bond a new bond or bonds registered in the name of the transferee, of any denomination or denominations authorized by this resolution, and in an aggregate principal amount equal to the principal amount of such bond or bonds so surrendered. In all cases in which bonds shall be exchanged the City shall execute and the Agent shall authenticate and deliver at the earliest practicable time bonds in accordance with the provisions of this resolution. All bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Agent. The City or the Agent may make a charge for every such exchange or registration of transfer of bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any owner for the privilege of exchanging or registering the transfer of bonds under the provisions of this resolution. Neither the City nor the Agent shall be required to make such exchange or registration of transfer of bonds during the fifteen (15) days immediately preceding any January 2 or July 2. 15. Ownership of Bonds. The person in whose name any bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal, and redemption premium, if any, of any such bond, and the interest on any such bond, shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond, including the redemption premium, if any, and interest thereon to the extent of the sum or sums so paid. 16. Advances from Available Surplus Funds. The City shall be the purchaser of property upon which payment of an annual installment of principal and interest due upon any of said unpaid assessments is delinquent, in like manner in which it becomes or may become the purchaser of property sold for the nonpayment of general taxes, and shall transfer from available surplus funds into the redemption fund for said bonds, as an advance recoverable upon sale or redemption of the property, the amount of the delinquent unpaid assessment installment upon which said sale is made. The City shall also pay and transfer from available surplus funds into said redemption fund, as an advance recoverable upon sale or redemption of the property, the amount of any future delinquent unpaid assessment installments on such property pending redemption. 17. Reserve Fund. Upon placement of the proceeds from the sale of said bonds in the improvement fund, the Director of Finance shall forthwith transfer the sum of $637,000.00 from said fund into a special reserve fund, which shall be designated by the name and /or number of the improvement or assessment district. The money in said special fund shall be administered by the City in accordance with and pursuant to the provisions of Part 16 of the Improvement Bond Act of 1915; provided, that proceeds from redemption or sale of the properties with respect to which payment of delinquent assessments and interest thereon was paid from the reserve fund, shall be credited to the reserve fund; and provided, further, that for the purposes of (1) assuring that the bonds to be issued will not become arbitrage bonds as defined in the Internal Revenue Code of 1954, as amended (Title 26 of the United States Code) and regulations promulgated thereunder by the Department of Treasury, and (2) providing for reduction of the amount of money in the reserve fund during the term of the bonds pursuant to Section 8887 of the California Streets and Highways Code, all proceeds from investment of monies in the reserve fund shall be credited upon the assessments. In the event that the crediting of any portion of such proceeds upon assessments not theretofore paid in full in cash would result in monies in the bond redemption fund remaining therein for a period of more than twelve (12) months, then any portion of such proceeds which would otherwise remain in the bond redemption fund for a period of more than twelve (12) months shall be used to call bonds prior to their maturity date on the earliest call date next succeeding the deposit thereof in the redemption fund. 18. Investment of Funds. Monies in the redemption fund, the reserve fund and the improvement fund shall, whenever practicable, be invested in legal investments for the City of Alameda under applicable law for the monies held pursuant to this resolution at the time when any of such monies are to be invested therein. Any income therefrom or interest thereon shall accrue to and be deposited in the fund from which said monies were invested, except as otherwise provided in Section 16. 19. Covenant to Foreclose. The City hereby covenants with and for the benefit of the holders of the bonds that it will order, and cause to be commenced within 150 days following the date of delinquency, and thereafter diligently prosecuted, an action in the superior court to foreclose the lien of any assessment or installment thereof not paid when due, pursuant to and as provided in Sections 8830 through 8835, inclusive, of the Streets and Highways Code of the State of California. 20. Additional Series of Bonds. Prior to the issuance of any additional series of bonds to be secured by the lien of assessment specified in Part 1 hereof, the City agrees that Mills- Carneghi - Bautovich, Inc., or other appraiser mutually acceptable to the City and Stone & Youngberg, as managing underwriter, ( "Underwriter ") will be directed by Underwriter to prepare a current appraisal of the property within the assessment district. The City further agrees that no further series of bonds will be issued if the total assessment indebtedness represented by assessment bonds then outstanding plus assessment bonds proposed to be sold exceeds forty percent (40 %) of the appraised value as determined by said appraisal on a parcel -by- parcel basis; provided, however, such assessment indebtedness may exceed forty percent (40 %) on parcels upon which development (including buildings or structures) has occured or which, in the opinion of Underwriter and the City, are otherwise —12— considered, in light of existing circumstances, to adequately secure such assessment indebtedness. 21. Apportionment of Assessments. If any lot or parcel within the assessment district upon which there is an unpaid assessment against which a bond has been issued is divided, the provisions of Part 10.5 of the Streets and Highways Code shall apply. Pursuant to said Part 10.5, the City agrees to provide written notice as provided in said Part to Stone & Youngberg, as managing underwriter ( "Underwriter'). The City agrees that Underwriter may, at its option and expense, obtain a written appraisal of any or all of the proposed new parcels and deliver a copy of said appraisal to the City in care of the Superintendent of Streets within the 14 -day period following the notice given by the City under said Part 10.5. Said appraisal shall be obtained from the firm of Mills - Carngehi - Bautovich, Inc„ or such other appraiser mutually acceptable to the City and Underwriter. Based upon said appraisal, Underwriter may request a public hearing pursuant to said Part 10.5 upon said proposed apportionments. Said hearing shall be conducted in accordance with the provisions of Part 10 of the Streets and Highways Code. At said hearing, the City shall consider whether the proposed assessments to be apportioned exceed forty percent (40 %) of the value of the divided parcel at the time of division as determined by said appraisal. In determining values of parcels of land which are undeveloped or upon which construction is in progress, the City may receive written evidence of construction financing obtained by the owner of such parcels for purposes of construction thereon and to be secured in whole or in part thereby. In the event that the proposed apportionment of the assessments results in any parcel bearing an assessment exceeding forty percent (40 %) of its -13- appraised value as determined by the City, the City, in its discretion may direct the modification of any such assessment in accordance with Section 8733 of said Part 10 of the Streets and Highways Code and in accorandance with the benefits to be received by such parcel in such fashion as the resulting assessment does not exceed forty percent (4O7) of said appraisal, or require the owner of said parcel to make a sufficient payment in cash to reduce the apportioned assessment to level that does not exceed forty percent (407) of said appraisal. 22. Non - Arbitrage Covenant. The City hereby covenants with the owners of the bonds that it will make no use of the proceeds of said bonds at any time during the term thereof which, if such use had been reasonably expected on the .date said bonds were issued, would have caused said bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the Treasury Regulations promulgated thereunder. 23. Certificate as to Non - Arbitrage. On the basis of the facts, estimates and circumstances now in existence and in existence on the date of issue of said bonds, as determined by the City Treasurer, said City Treasurer is authorized and directed to certify that it is not expected that the proceeds of said issue will be used in a manner that would cause such obligations to be arbitrage bonds. Such certification shall be delivered to the purchaser of said bonds at the time of delivery of and payment for said bonds. 24. Certified Copies. The City Clerk shall furnish a certified copy of this resolution to the Director of Finance, to the Agent and to the Auditor of the County of Alameda. * * * * * * * * * * * * * ** -14- LIST OF UNPAID ASSESSMENTS CITY OF ALAMEDA MARINA VILLAGE ASSESSMENT DISTRICT 84 -3 Reference is hereby made to that certain List of Unpaid Assessments on file in the Offices of the City Treasurer and the Director of Finance of the City of Alameda and any amendments hereto, heretofore or hereafter made in said list, which said list totals $38,000,000.00 EXHIBIT A $9,100,000 IMPROVEMENT BONDS SERIES 85 -2 CITY OF ALAMEDA MARINA VILLAGE ASSESSMENT DISTRICT 84 -3 Maturity Date Principal Interest (July 2) Amount Rate ( %) 1987 $ 5,000.00 7.25% 1988 195,000.00 7.75% 1989 210,000.00 8.25% 1990 225,000.00 8.50% 1991 245,000.00 8.75% 1992 265,000.00 9.00% 1993 290,000.00 9.20% 1994 320,000.00 9.30% 1995 350,000.00 9.40% 1996 380,000.00 9.50% 1997 420,000.00 9.60% 1998 460,000.00 9.70% 1999 505,000.00 9.75% 2000 555,000.00 9.80% 2001 605,000.00 9.90% 2002 665,000.00 10.00% 2003 735,000.00 10.00% 2004 805,000.00 10.00% 2005 890,000.00 10.00% 2006 975,000.00 10.00% EXHIBIT B NUMBER A- UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF ALAMEDA IMPROVEMENT BOND CITY OF ALAMEDA MARINA VILLAGE ASSESSMENT DISTRICT 84 -3 SERIES 85 -2 INTEREST RATE MATURITY DATE JULY 2, BOND DATE CUSIP Under and by virtue of the Improvement Bond Act of 1915, Division 10 of the California Streets and Highways Code (the "Act "), the City of Alameda, California (the "City ") will, out of the redemption fund for the payment of the bonds issued upon the unpaid portion of assessments made for the acquisition, work and improvements more fully described in proceedings taken pursuant to Resolution of Preliminary Determination and of Intention No. 10421, adopted by the City Council of the City on the 21st day of August, 1984, pay to on the maturity date stated above, the principal sum of or registered assigns Dollars in lawful money of the United States and in like manner to pay interest at the rate per annum stated above, payable semiannually on January 2 and July 2 in each year commencing January 2, 1987. This Bond bears interest from the interest payment date next preceding its date of authentication and registration unless it is authenticated and registered (1) prior to an interest payment date and after the close of business of the fifteenth day preceding such interest payment date, in which event it shall bear interest from such interest payment date, or (ii) prior to the close of business on the fifteenth day of the month preceding January 2, 1987, in which event it shall bear interest from its date, until payment of such principal sum shall have been discharged. Both the principal hereof and redemption premium hereon are payable upon presentation and surrender hereof at the Securities Services Division of Bank of America National Trust and Savings Association as Transfer Agent, Registrar and Paying Agent (the "Agent ") in San Francisco, California, and the interest hereon is payable by check or draft mailed to the owner hereof at such owner's address as it appears on the registration books of the Agent, or at such address as may have been filed with the Agent for that purpose, as of fifteenth day immediately preceding each interest payment date. EXHIBIT C REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH IN THE REVERSE SIDE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Bond will continue to bear interest after maturity at the rate above stated, provided, it is presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in said redemption fund with which to pay same. If it is not presented at maturity interest thereon will run until maturity. This Bond shall not be entitled to any benefit under the Act or the Resolution Determining Unpaid Assessments and Providing for the Issuance of Bonds (the "Resolution of Issuance "), or 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. IN WITNESS WHEREOF, the City of Alameda has caused this Bond to be signed in facsimile by the Director of Finance of said City and by its Clerk and has caused its corporate seal to be reproduced in facsimile hereon all as of October 30, 1985. [SEAL] CITY OF ALAMEDA, CALIFORNIA City Clerk Director of Finance CERTIFICATE OF AUTHENTICATION AND REGISTRATION This is one of the Bonds described in the within mentioned Resolution of Issuance, which has been registered on Bank of America National Trust and Savings as Transfer Agent, Registrar and Paying Agent By Authorized Officer EXHIBIT C 2 IMPROVEMENT BOND CITY OF ALAMEDA MARINA VILLAGE ASSESSMENT DISTRICT 84 -3 SERIES 85 -2 This Bond is one of several annual series of bonds of like date, tenor and effect, but differing in amounts, maturities and interest rates, issued by said City under the Act and the Resolution of Issuance in the aggregate principal amount of Nine Million One Hundred Thousand Dollars ($9,100,000.00) for the purpose of providing means for paying for the improvements and acquisitions described in said proceedings, and is secured by the moneys in said redemption fund and by the unpaid portion of said assessments made for the payment of said improvements and acquisitions, and, including principal and interest, is payable exclusively out of said fund. This Bond is transferable by the registered owner hereof, in person or by the owner's attorney duly authorized in writing, at said office of the Agent, subject to the terms and conditions provided in the Resolution of Issuance, including the payment of certain charges, if any, upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds, of any authorized denomination or denominations, of the same maturity, for the same aggregate principal amount, will be issued to the transferee in exchange therefor. Bonds shall be registered only in the name of an individual (including joint owners), a corporation, a partnership or a trust. Neither the City nor the Agent shall be required to make such exchange or registration of transfer of Bonds during the fifteen (15) days immediately preceding any January 2 or July 2. The City and the Agent may treat the owner hereof as the absolute owner for all purposes, and the City and the Agent shall not be affected by any notice to the contrary. This Bond, or any portion of it in the amount of $5000.00 or any integral multiple thereof, may be redeemed and paid in advance of maturity upon the 2nd day of January or July in any year by giving at least 60 days' notice by registered mail to the registered owner hereof at such owner's address as it appears on the registration books of the Agent and by paying principal and accrued interest together with a premium equal to 5 percentum of the principal. LEGAL OPINION I hereby certify that the following is a correct copy of the signed legal opinion of Jones Hall Hill & White, A Professional Law Corporation, San Francisco, California, addressed to the City of Alameda and on file in my office, dated the date of delivery of and payment for the Bonds therein described. City Clerk EXHIBIT C 3 OPINION: $9,100,000.00 Improvement Bonds, City of Alameda, Marina Village Assessment District, Series 85-2 Members of the Council: We have acted as bond counsel in connection with the issuance by the City of Alameda (the "Issuer") of $9,100,000.00 Improvement Bonds, Marina Village Assessment District 84-3, Series 85-2, dated October 30, 1985, (the "Bonds") pursuant to Division 10 of the California Streets and Highways Code (the "Act") and Resolution No (the "Resolution") of the Issuer adopted October 15, 1985. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the Resolution and in the certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation. Based upon our examination, we are of the opinion, as of the date hereof, that: 1. The Issuer is a municipal corporation and chartered city duly organized and validly existing under the Constitution and the laws of the State of California. 2. The Bonds constitute valid and binding special obligations of the Issuer enforceable in accordance with their terms. 3. The Bonds are secured by the unpaid portion of special assessments levied upon the lands benefited by the improvements to be acquired and/or constructed with the proceeds of the Bonds and by the moneys in the redemption fund established pursuant to the Resolution. Principal of and interest on the Bonds are payable exclusively out of said fund. Installments of principal and interest of the assessments levied for the payments of the Bonds are collected on the tax roll on which general taxes on real property are collected. 4. Under existing laws, regulations, rulings and judicial decisions, interest on the Bonds is exempt from income taxation by the United States of America and from personal income taxation imposed by the State of California. The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, moratorium and other similar laws EXHIBIT C 4 affecting creditors' rights heretofore or hereafter enacted and their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted, A Professional Law Corporation ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JF TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. EXHIBIT C 5 ASSIGNMENT For value received the undersigned do(es) hereby sell, assign and transfer unto the within — mentioned Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of the Bank of America National Trust and Savings Association as Transfer Agent, Registrar and Paying Agent with full power of substitution in the premises. Dated: Signature(s) must correspond exactly to name(s) on face hereof Signature Guaranteed EXHIBIT C 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 15th of October, 1985, by the following vote to wit: AYES: Councilmembers, Corica, Hanna, Lucas, Monsef and President Diament - 5. NOES: None. ABSENT: None. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 16th day of October, 1985. City C1-rk�of the City /of Alameda