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Resolution 128610 CITY OF ALAMEDA RESOLUTION NO, 12 8 61 AMENDING RESOLUTIONS NOS. 10952, 10955, 11519 AND 11892 RELATING TO IMPROVEMENT BONDS FOR MARINA VILLAGE ASSESSMENT DISTRICT NOS. 84 -3 AND 89 -1, ASSIGNING THE RIGHT TO PURCHASE SUCH IMPROVEMENT BONDS, AND APPROVING MATTERS AND AGREEMENTS RELATING TO THE ISSUANCE AND SALE OF REVENUE BONDS BY THE ALAMEDA PUBLIC FINANCING AUTHORITY TO FINANCE THE ACQUISITION OF SUCH IMPROVEMENT BONDS RESOLVED, by the City Council (the "City Council ") of the City of Alameda (the "City "), as follows: WHEREAS, the City has heretofore issued three issues of its assessment bonds (collectively, the "Assessment Bonds ") for the Marina Village Assessment District Nos. 84 -3 and 89 -1 (the "Assessment District "), consisting of: (a) the City of Alameda Improvement tBonds, Marina Village Assessment District No. 84 -3, Series 86 -1 (Reassessment and Refunding z for 1986); (b) the City of Alameda Improvement Bonds, Marina Village Assessment District No. cr 84-3, Series 86 -2; and (c) the City of Alameda Limited Obligation Improvement Bonds, City of Alameda, Marina Village Assessment District 89 -1, Series 89 -1; and WHEREAS, in order to refinance the Assessment Bonds on advantageous terms and conditions, the Alameda Public Financing Authority (the "Authority ") has proposed to issue its revenue bonds in the maximum principal amount of $39,000,000 (the "Authority Bonds ") under Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the California Government Code, and to use the proceeds thereof to acquire the Assessment Bonds; and WHEREAS, in order to accomplish the refinancing of the Assessment Bonds, it is necessary and advisable for the City Council to amend in certain respects the respective resolutions authorizing the issuance of the Assessment Bonds. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED, as follows: Section 1. Amendment of Provisions for Advances. Resolution Nos. 10952, 10955 and 11519 are each hereby amended to delete therefrom the text of Sections 17, 16 and 15, respectively, and to substitute in the stead of such deleted text the following, to wit: Limited Obligation. All obligations of the City under this Resolution and the Bonds shall not be general obligations of the City, but shall be limited obligations, payable solely from the assessments and the funds pledged therefore hereunder. Neither the faith and credit of the City nor of the State of California or any political subdivision thereof is pledged to the payment of the Bonds. The Bonds are "Limited Obligation Improvement Bonds" under Section 8769 of the California Streets and Highways Code and are payable solely from and secured solely by the assessments and the amounts in the Redemption Fund and the Reserve Fund created hereunder. Notwithstanding any other provision of this Agreement, the City is not obligated to advance available surplus funds from the City treasury to cure any deficiency in the Redemption Fund; provided, however, the City is not prevented, in its sole discretion, from so advancing funds. Section 2. Amendment of Provisions for Rebate. Resolutions Nos. 11519 and 11892 are each hereby amended to delete therefrom the text of Sections 25 and 5.07 thereof, respectively, and to substitute in the stead of such deleted text the following, to wit: Rebate Requirement. The City shall take any and all actions necessary to assure compliance with section 148(f) of the Internal Revenue Code of 1986, as amended, relating to the payment of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. Such payments shall be made by the City from amounts derived with respect to the Improvement District, including but not limited to earnings on the investment of the Reserve Fund. Section 3. Amendment to Provide for Purchase of Bonds in Lieu of Redemption. Resolutions Nos. 10952, 10955, 11519 and 11892 are each hereby amended by adding to Section 13, 12, 16 and 2.14, respectively, a new last paragraph which shall read in its entirety as follows: Notwithstanding anything in this Resolution to the contrary, the City shall have the right to call Bonds for redemption pursuant to this Section and, in lieu of redeeming and retiring such Bonds, to purchase such Bonds at a purchase price equal to the applicable redemption price. Such right may be assigned by the City to any other person in connection with any, program established by the City for the purchase of Bonds in lieu of redemption. All Bonds so called for redemption shall be surrendered to the Paying Agent and for payment of the purchase price and shall be promptly delivered to the City or its assignee. Such Bonds > shall remain outstanding and shall not be canceled or retired, notwithstanding the preceding provisions of this Section. The ownership of all Bonds so called for redemption and purchased in lieu thereof shall be registered in the name of the City or its assignee. Section 4. Amendment of Reserve Requirement for 89 -1 Assessment Bonds. Resolutions Nos. 11519 and 11892 are each hereby amended by adding to Sections 20 and 4.03, respectively, a new last paragraph which shall read in its entirety as follows: Notwithstanding the foregoing provisions of this Section, the amount on deposit in the Reserve Fund on September 2, 1997, shall be equal to four percent (4 %) of the original principal amount of the Bonds, excluding the principal amount of Bonds previously redeemed from prepaid assessments, and any resulting excess on deposit in the Reserve Fund on such date shall be applied to pay the purchase price of the Bonds which are called for purchase in lieu of redemption on such date in accordance herewith. , Following September 2, 1997, all proceeds from investment of moneys in the Reserve Fund shall be retained therein until the Reserve Requirement shall be on deposit in the Reserve Fund, in accordance with the preceding paragraph of this Section. Section 5. Assignment of Right to Purchase Assessment Bonds. The City authorizes the assignment of its right to purchase the Assessment Bonds in lieu of redemption to First Trust of California, National Association, as trustee for the Authority Bonds (the "Authority Bond Trustee ") pursuant to an Assignment Agreement dated as of April 1, 1997 (the "Assignment Agreement "). The City Council hereby approves the Assignment Agreement in substantially the form thereof on file with the City Clerk together with any changes therein or additions thereto deemed advisable by the Finance Director, and the execution thereof by the Mayor, the City Manager or the Finance Director shall be conclusive evidence of such approval. The Mayor, the City Manager or the Finance Director are hereby authorized and directed for and in the name -2- and on behalf of the City to execute, and the City Clerk is hereby authorized and directed to attest and affix the seal of the City to, the final form of the Assignment Agreement. Section 6. Purchase of Assessment Bonds in Lieu of Redemption. The City Council hereby irrevocably elects to call all of the outstanding Assessment Bonds for redemption on September 2, 1997, and to purchase all of the outstanding Assessment Bonds in lieu of such redemption on such date. The paying agent for each issue of Assessment Bonds is hereby directed to give notice of redemption in full of the Assessment Bonds on September 2, 1997 in accordance with the resolution authorizing the issuance of such Assessment Bonds, and upon the tender of the Assessment Bonds to the paying agent, the paying agent shall pay the purchase price thereof from amounts provided for such purpose from the proceeds of the Authority Bonds, and shall deliver the Assessment Bonds to the Authority Bond Trustee pursuant to the Assignment Agreement. Section 7. Approval of Authority Bond Official Statement. The City Council hereby approves, and hereby deems nearly final within the meaning of Rule 15c2 -12 of the Securities Exchange Act of 1934, the preliminary Official Statement describing the Authority Bonds in substantially the form on file with the City Clerk. The Finance Director is hereby authorized to execute an appropriate certificate stating the City Council's determination that the Preliminary Official Statement has been deemed nearly final within the meaning of such Rule. Distribution of the preliminary Official Statement in connection with the sale of the Bonds is hereby approved. The Finance Director is hereby authorized and directed to approve any changes in or additions to a final form of said Official Statement, and the execution thereof by the Finance Director shall be conclusive evidence of the approval of any such changes and additions. The City Council hereby authorizes the distribution of the final Official Statement by the purchaser of the Authority Bonds. The final Official Statement shall be executed in the name and on behalf of the City by the Finance Director. Section 8. Official Actions. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the financing herein authorized. Whenever in this resolution any officer of the City is authorized to execute or countersign any document or take any action, such execution, countersigning or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer shall be absent or unavailable. Section 9. Effective Date. This Resolution shall take effect upon its adoption. The amendments made pursuant to Sections 1, 2 and 4 hereof shall take effect on September 2, 1997, and not before such date, and shall take effect only if all of the outstanding Assessment Bonds shall be purchased by the Authority Bond Trustee on such date in accordance with the amendments made pursuant to Section 3 hereof. The amendments made pursuant to Section 3 hereof shall take effect upon the adoption of this Resolution. 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 1st day of April , 1997, by the following vote to wit: AYES: Councilmembers Daysog, DeWitt, Kerr, Lucas and President Appezzato - 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 2nd day of April , 1997. Diane f elsch, City Clerk City of Alameda