Resolution 11892RESOLUTION NO, 11892
A RESOLUTION AUTHORIZING ISSUANCE OF BONDS OF
CITY OF ALAMEDA
Marine Village Assessment District 89 -1
Adopted November 2.1 , 1889
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; GENERAL
Seotion 1,01. Definitions 3
Section 1,02. Rules of Construction8
Section 1,03, Equal Security
Section 2.01.
Section 2.02,
Section 2.03.
Section 2.04.
Section 2,05,
Section 2.06.
Section 2.07.
Section 2.06.
Section 2.09.
Section 2.10.
Section 2.11.
Section 2.12.
Section 2.13.
Section 2.14,
Section 2.15.
ARTICLE II
ISSUANCE OF BONDS
Bonds Authorized 10
Unpaid Assessments 10
Issuance of Bonds 10
Maturities of Bonds 10
intereston Bonds10
Designation of Agent 11
Form of Bonds 11
Preparation and Delivery of Bonds 11
Execution of Bonds 11
Transfer and Exchange of Bonds 11
Temporary Bonds 12
Bond Registration Books 12
Bonds Mutilated, Lost, Destroyed or Stolen 12
Redemption Prior to Maturity 13
Refunding of Bonds 13
ARTICLE 111
SALE AND DELIVERY OF BONDS
Section 3.01. Sale of Bonds 14
Section 3.02, Further Authority 14
ARTICLE IV
APPLICATION OF PROCEEDS OF BONDS; ESTABLISHMENT OF FUNDS
Section 4.01. Application of Proceeds of Sale of Bonds 15
Section 4.02. Improvement Fund 15
Section 4.03. Reserve Fund 15
Section 4,04. Redemption Fund 15
Section 4,05. Cost of Issuance Account 15
Section 4.06. Investment of Funds 16
Section 4.07. Escrow Fund 16
(1)
ARTICLE V
COVENANTS OF THE CITY; TAX COVENANTS
Section 5.01. Collection of Unpaid Assessments 17
Section 5.02, Foreclosure 17
Section 5.03. No Advances from Available Surplus Funds , ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 17
Section 5,04. Punctual Payment; Compliance With Documents 17
Section 5,05, No Priority for Additional Obligations 17
Section 5.06. No Arbitrage 17
Section 5,07. Rebate of Excess Investment Earnings to United States 17
Section 5.08. Information Report,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, 19
Section 5.09. Private Business Use Limitation 19
Section 6,10, Private Loan Limitation 19
Section 5.11, Federal Guarantee Prohibition 19
Section 5.12. Further Assurances 19
Section5.13. Amendment 19
ARTICLE VI
MISCELLANEOUS
Section 6,01, Funds and Accounts 20
Section 6.02. Partial Invalidity 20
Section 6,03, Defeasance 20
Section 6.04. Repeal of Inconsistent Resolutions 20
Section 6.05. Authority of Treasurer 20
Section 6,06. Certified Copies 21
Section 6.07. Effective Date of the Resolution 21
EXHIBIT A - Bond Form
ORIGINAL
RESOLUTION NO,
11892
A RESOLUTION AUTHORIZING ISSUANCE OF BONDS
CITY OF ALAMEDA
Marina Village Assessment District 89 -1
RESOLVED, by the Council (the "Council ") of the City of Alameda (the "City "),
Alameda County, California, that
WHEREAS, on August 21, 1984, this Council passed and adopted Resolution of
Intention No, 10421 (the "Resolution of Intention ") relating to the acquisition and /or
construction of public improvements under and pursuant to the provisions of the
Municipal Improvement Act of 1913 Division 12 of the California Streets and Highways
Code for the Marina Village Assessment District 84 -3. By the Resolution of Intention, the
Council provided that serial bonds would be issued thereunder pursuant to the provisions
of the improvement Bond Act of 1915, Division 10 of the California Streets and Highways
Code and reference to the Resolution of Intention is hereby expressly made for further
particulars;
WHEREAS, in proceedings taken pursuant to the Resolution of intention, this
Council adopted Resolution No. 10520 on January 15, 1984, under which bonds
designated "Improvement Bonds, City of Alameda, Marina Village Assessment District
84 -3, Series 85 -1 ", in the principal amount of $15,300,000 were Issued, sold and
delivered, and further, pursuant to said Resolution, this Council adopted Resolution No,
10764 on October 15, 1985, under which bonds designated "Improvement Bonds, City of
Alameda, Marina Village Assessment District 84 -3, Series 85 -2" In the principal amount
of $9,100,000 were issued, sold and delivered;
WHEREAS, In proceedings taken by the Council pursuant to Resolution No. 10919,
A Resolution of intention to Levy Reassessments and to Issue Refunding Bonds Upon the
Security Thereof, adopted June 3, 1986, this Council has duly authorized reassessment of
the lands within the Marina Village Assessment District and by Resolution No. 10952 the
issuance of bones designated "Refunding Improvement Bonds, City of Alameda Marina
Village Assessment District 84-3 (Reassessment and Refunding of 1986), Series 86 -1"
(the "Series 86 -1 Bonds ") upon the security thereof In the principal amount of
$26,325,000 to provide for the refunding of said Series 85 -1 and 85 -2 Bonds,
WHEREAS, pursuant to said proceedings under the Resolution of Intention, a
Resolution Providing for Issuance of Bonds, No. 10955, was adopted by the Council on
July 1, 1986, under which bonds designated "Improvement Bonds, City of Alameda,
Marina Village Assessment District 84 -3, Series 86 -2" (the "Series 86 -2 Bonds "), in the
principal amount of $6,300,000 were issued.
WHEREAS, pursuant to said proceedings under the Resolution of Intention, A
Resolution Authorizing the Issuance of Bonds No. 11519 was adopted by the Council on
July 5, 1988, under which bonds designated "Improvement Bonds, City of Alameda,
Marina Village Assessment District 84 -3, Series 88 -1" (the "Series 88 -1 Bonds "), in the
principal amount of $3,200,000 were Issued;
WHEREAS, with respect to the Series 86 -1 Bonds, there remains an unpaid
principal balance of $26,310,000; with respect to the Series 86 -2 Bonds, there remains an
unpaid principal balance of $6,285,000; and with respect to the Series 88 -1 Bonds, there
remains an unpaid principal balance of $3,195,000; and
WHEREAS, pursuant to Resolution of Intention No. 11822 adopted by the Council
on September 6, 1989, the Council has conducted proceedings for the formation of the
Marina Village Assessment District 89 -1 (the "District ") pursuant to the provisions of said
Municipal Improvement Act of 1913 for the purposes of making acquisitions and
improvements with respect to the District including, but not limited to, the acquisition of
a portion of the outstanding unpaid principal amount of the aforesaid assessments and
the construction and acquisition of public works of improvement, all as specified in said
proceedings and to which reference is hereby made for further particulars.
NOW, THEREFORE, IT IS ORDERED as follows:
ARTICLE I
DEFINITIONS; GENERAL
Section 1.01, Definitions. Unless the context otherwise requires, the terms
defined in this Section shall, for all purposes of this Resolution and of any Supplemental
Resolution and of the Bonds and of any certificate, opinion, request or other document
herein mentioned, have the meanings herein specified,
"Act" means the Municipal Improvement Act of 1913, Division 12 of the California
Streets and Highways Code.
"Agent" means Bank of America National Trust and Savings Association,
appointed hereby to perform the duties of authentication, registration, transfer and
payment of the Bonds and the Agent's assigns or a any other corporation or association
which may at any time be substituted in its place.
"Assessment" means the special assessments levied against all taxable real
property within the boundaries of the District pursuant to the Bond Law which are subject
to assessment pursuant to the Resolution of Intention, for the purpose of paying principal
of and /or Interest on the Bonds.
"Authorized Investments" means any securities (other than those identified In
paragraphs (a) and (d) of Section 53601 of the Government Code of the State) in which
the City may legally invest funds subject to its oontroi, pursuant to Article 1, commenoing
with Section 53600, of Chapter 4 of Part 1 of Division 2 of Title 5 of the Government
Code of the State, as now or hereafter amended.
"Available Surplus Funds" means any surplus moneys held by the City at the end
of each Fiscal Year in excess of the amounts required to pay lawful municipal obligations
Incurred in that Fiscal Year.
"Bond Date" means the date upon which the Bonds are issued as provided In the
Bond Purchase Agreement,
"Bond Denomination" means the amount of $5,000 or any integral multiple thereof,
which is the minimum amount In which the Bonds may be issued, except that one Bond
may oontain any odd amount.
"Bond Law" means the Improvement Bond Act of 1915, Division 10 of the Streets
and Highways code of California.
"Bond Purchase Agreement" means the agreement applicable to the portion of
the Bonds being sold between the City and the Original Purohaser whereby the City
agrees to sell and the Original Purchaser agrees to buy all or a designated portion of the
Bonds.
"Bond Registration Books" means the books maintained by the Agent pursuant to
Section 2.12 for the registration and transfer of ownership of the Bonds.
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"Bonds" or "Bonds of this Issue" means Limited Obligation Improvement Bonds,
City of Alameda, Marina Village Assessment District 89 -1, Series 89 -1, issued and at any
time Outstanding.
"Bond Year" means the twelve -month 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 (I) the first Bond Year shall begin on the
Closing Date, and (il) the last Bond Year may end on a prior redemption date,
"Certificate of the City" means a written certificate, statement, request, order or
requisition signed by the Director of Finance or by any other officer of the City duly
authorized by the Council for that purpose.
"City" means the City of Alameda, a chartered city and municipal corporation
organized and existing under its charter and the Constitution and laws of the State, and
any successor thereto,
"City Clerk" means the duly elected, qualified and acting City Clerk of the Clty.
"Closing Date" means the date upon which there Is an exchange of any of the
Bonds for the proceeds representing the purchase price of such Bonds by the Original
Purchaser thereof.
"Costs of Issuance" means all expenses incurred in connection with the
authorization, issuance, sale and delivery of the Bonds, Including but not limited to
compensation, fees and expenses of the City and the Paying Agent and their respective
counsel, compensation to any financial consultants and underwriters (other than those
taken as discount on the Closing Date), legal fees and expenses, filing and recording
costs, rating agency fees, costs of preparation and reproduction of documents, costs of
compliance with Tax Regulations relating to rebate to the United States under Section
5,04 and costs of printing, mailing and publication.
"Council" means the Council of the City.
"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,
"Director of Finance" means the duly appointed, qualified and acting Director of
Finance or assistant or deputy thereof.
"District" means that portion of the Clty described the area of the Clty
denominated ''Marina Village Assessment District 89 -1" established In proceedings
pursuant to the Resolution of Intention.
"Escrow Deposit and Trust Agreement" means that certain agreement dated as of
the Closing Date by and between the City and the Escrow Holder, whereby the Escrow
Fund is established and administered.
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"Escrow Fund" means the fund established pursuant to Section 4.07 hereof.
"Escrow Holder" means Bank of America National Trust and Savings Association
acting as Escrow Holder under the Escrow Deposit and Trust Agreement.
"Excess investment Earnings" means and inoludes the following amounts with
respect to the Bonds:
(a) the excess of
(1) the aggregate amount earned from the Closing Date on all Nonpurpose
Investments In which Gross Proceeds are invested (other than amounts
attributable to an excess described In thls paragraph (a)), over
(H) the amount which would have been earned if the Yield on such
Nonpurpose Investments (other than amounts attributable to an excess
described in this paragraph (a)) had been equal to the Yield on the Bonds,
plus
(b) any income attributable to the excess described In the preceding paragraph
(a)
"Federal Securities" means any of the following which at the time of Investment
are legal investments under the laws of the State for the moneys proposed to be
invested therein:
(a) direct general obligations of the United States of America (including
obligations issued or held in book entry form on the books of the Department of the
Treasury of the United States of America); and
(b) obligations of any department, agency or instrumentality of the United
States of America the timely payment of principal of and interest on which are
unconditionally and fully guaranteed by the United States of America.
"Financial Newspaper" means The wall Street Journal, The Bond Buyer or any
other newspaper or Journal printed In the English language which publishes financial
news and Is circulated In San Francisco, California, and In New York, New York, and
selected by the Paying Agent, whose decision shall be final and conclusive.
"Fiscal Year" means the period commencing on July 1 of each year and
terminating on the next succeeding June 30.
"Gross Proceeds" means and Includes, with respect to any Bonds, all of the
following amounts:
(a) original proceeds, namely, the net amounts remaining from the sale of the
Bonds after payment of all Costs of Issuance, including accrued interest but
excluding underwriter's and original Issue discount, and excluding any such proceeds
which become transferred proceeds (determined In accordance with applicable Tax
Regulations) of obligations Issued to refund the Bonds In whole or in part;
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(b) investment proceeds, namely, amounts received at any time from the
Investment of any proceeds described in the preceding clause (a), or from the
Investment of amounts described in this clause (b), in Nonpurpose Investments,
increased by the amount of any profits and decreased (if necessary, below zero) by
the amount of any losses on such investments, excluding suoh amounts which
become transferred proceeds (determined in accordance with applicable Tax
Regulations) of obligations issued to refund the Bonds in whole or in part;
(c) sinking fund proceeds, namely, amounts, other than amounts described in
the preceding clauses (a) and (b), which are held in the Redemption Fund and any
other Fund or Account which is reasonably expected to be used to pay Debt Service;
(d) Investment Property pledged as security for payment of Debt Service by
the City;
(e) any amounts, other than amounts described elsewhere in thls definition,
used to pay Debt Service; and
(f) amounts received as a result of the Investment of amounts described In
this definition.
"Improvement Fund" means the fund of that name established and held by the
Treasurer pursuant to Section 4,02 hereof.
"Interest Payment Date" means each date upon which Interest on the Bonds is
payable, beginning March 2, 1990, and semiannually on each September 2 and March 2
thereafter until maturity,
"Investment Property" means any security (as said term is defined in Section
165(g)(2)(A) or (8) of the Tax Code), obligation, annuity or Investment -type property,
excluding, however, obligations (other than specified private activity bonds defined In
section 57(e)(5) and (6) of the Tax Code) the interest on which Is exempt from income tax
under section 103 of the Tax Code.
" Nonpurpose Investment" means any Investment Property which Is acquired with
the Gross Proceeds and is not acquired in order to carry out the governmental purpose
of the Bonds.
"Original Purchaser" means Stone & Youngberg as first purchaser of the Bonds
from the City.
"Outstanding ", when used as of any particular time with reference to Bonds,
means ail Bonds therefore executed, Issued and delivered by the City under this
Resolution except:
(a) Bonds theretofore cancelled by the Agent or surrendered to the Agent for
cancellation;
(b) Bonds paid or deemed to have been paid within the meaning of Section
2.14; and
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(c) Bonds in lieu of or in substitution for which other Bonds shall have been
executed, issued and delivered by the City pursuant to this Resolution or any
Supplemental Resolution,
"Owner" or "Bond Owner ", when used with respect to any Outstanding Bond,
means the person In whose name the ownership of such Bond shall be registered on the
Bond Registration Books.
"Principal Office" means the main or principal office of the Agent in San
Francisco, California handling its corporate trust business,
"Prior Bonds" means the Series 86 -1 Bonds, the Series 86 -2 Bonds and the
Series 88 -1 Bonds, collectively,
"Prior Resolutions" mean Resolutions Nos. 10952, 10955 and 11519, Collectively,
"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 use by a governmental unit and use by any person 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, If any,
"Project" means the acquisition and improvements described In the Resolution of
Intention and of changes and modification and approved thereto by the Council,
"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 Tax
Code, and, in general, means the initial offering price to the public (not including bond
houses and brokers, or similar persons or organizations acting in the capacity of
underwriters or wholesalers) at whioh price a substantial amount of the Bonds are sold
or, if the Bonds are privately plaoed, the price paid by the original purchaser of the
Bonds or the acquisition cost of such original purchaser. 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 for
acquisition thereof, or if later, on the date that Investment Property constituting a
Nonpurpose Investment becomes a Nonpurpose Investment of the Bonds.
"Rebate Fund" means the fund by that name established, held and administered
by the Treasurer pursuant to Section 5.07 hereof.
"Record Date" means, with respect to the Bonds, the fifteenth (15th) day
Immediately preceding an Interest Payment Date.
"Redemption Fund" means the fund of that name established and held by the
Treasurer pursuant to Section 4.04 hereof,
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"Redemption Price" means, with respect to any Bond, the principal amount
thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant
to the Resolution.
'Redemption Premium' means 3% of the principal amount of the Bonds.
"Refunding Component ", when used with respect to the proceeds of the Bonds,
means that portion of said proceeds to be set forth in a Certificate of City, deposited In
the Escrow Fund and used to pay and redeem the Prior Bonds.
"Reserve Fund" means the fund of that name established and held by the
Treasurer pursuant to Section 4.03 hereof,
"Resolution" or "Resolution of issuance" means this Resolution, as originally
adopted or as It may from time to time be supplemented, modified or amended by any
Supplemental Resolution pursuant to the provisions hereof.
"Resolution of intention" means Resolution No. 11822, entitled A Resolution of of
intention to Make Acquisitions and Improvements, adopted by the Council on September
6, 1989, as modified or amended and in effect on the Closing Date.
"State' means the State of California.
"Supplemental Resolution" means any resolution, agreement, resolution or other
instrument hereafter duly adopted or executed by the City In accordance with the
provisions of this Resolution.
"Tax Code" means the Internal Revenue Code of 1988, as amended, Any
reference to a provision of the Tax Code shall Include the applicable Tax Regulations
with respect to such provision.
"Tax Regulations" means temporary and permanent regulations promulgated
under the Tax Code.
"Treasurer" means, for all purposes hereof, excepting the execution of the Bonds
pursuant to Section 2.09 hereof, 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, as the case may be, all
computed as prescribed in the applicable Tax Regulations,
Section 1,02. Rules of Construction. All references In this Resolution to
"Articles ", "Sections ", and other subdivisions are to the corresponding Articles, Sections
or subdivisions of this Resolution; and the words "herein ", "hereof ", "hereunder" and
other words of similar Import refer to this Resolution as a whole and not to any particular
Article, Section or subdivision hereof,
—8—
Words of the masculine gender shall be deemed and Construed to Include
correlative words of the feminine and neuter genders. Unless the context shall otherwise
indicate, words importing the singular number shall Include the plural number and vice
versa, and words Importing persons shall Include corporations and associations,
including public bodies, as well as natural persons.
Section 1,03. Equal Security. In consideration of the acceptance of the Bonds
by the Owners thereof, this Resolution shall be deemed to be and shall constitute a
contract between the City and the Owners from time to time of the Bonds; and the
covenants and agreements herein set forth to be performed on behalf of the City shall be
for the equal and proportionate benefit, security and protection of all Owners of the
Bonds without preference, priority or distinction as to security or otherwise of any of the
Bonds over any of the others by reason of the number or date thereof or the time of sale,
execution or delivery thereof, or otherwise for any cause whatsoever, except as expressly
provided therein or herein.
ARTICLE Ii
ISSUANCE OF BONDS
Section 2.01, Bonds Authorised. All acts, conditions and things by
law to exist, happen and be performed precedent to and in the issuance ofrtheiBonds
have existed, happened and been performed in due time, form and manner as required
by law, and the Council Is now authorized pursuant to each and every requirement of law
to Issue the Bonds In the manner and form as in this Resolution provided,
Section 2.02. Unpaid Assessments. The assessments now remaining unpaid
are as shown on said list of unpaid assessments on file with the Treasurer which is
incorporated herein by this reference made a part hereof. The aggregate amount thereof
Is not to exceed $36,168,180. For a particular description of the lots or parcels of land
bearing the respective assessment numbers set forth In said Ilst, reference Is hereby
made to the assessment and to the diagram, and any amendments thereto recorded in
the office of the Director of Public Works, as the Superintendent of Streets, of the City
after confirmation thereof by the Council.
Section 2.03. Issuance of Bonds, The Bonds, in the aggregate
t
amount of not to exceed $36,168,180, shall be Issued as hereinafter provided upon he
security of said unpaid assessments in accordance with, under and pursuant to the
provisions of said Resolution of intention and the proceedings thereunder duly had and
taken, The Bonds shall be known as "Limited Obligation Bonds, City of Alameda, Marina
Village Assessment District 89 -1, Series 89 -1 ". Jurisdiction Is hereby expressly retained
to issue bonds, from time to time, as determined by the Council, upon the security of any
remaining balance of unpaid assessments upon which any bonds remain unissued.
Section 2.04. Maturities of Bonds. The Bonds shall be issued in only fully
registered form, without coupons, in the Bond Denomination or any integral multiple
thereof, so long as no Bond shall have more than one maturity date. The Bonds shall be
dated and mature on September 2 in each of the years and In the amounts set forth in
the Bond Purchase Agreement. The Bonds shall be numbered or otherwise identified as
determined by the Agent.
Section 2.06, Interest on Bonds, The Bonds shall bear Interest at the rate or
rates set forth in the Bond Purchase Agreement,
interest on the Bonds shall be payable on each Interest Payment Date to the
person whose name appears on the Bond Registration Books as the Owner thereof as of
the Record Date Immediately preceding each such Interest Payment Date, such interest
to be paid by check or draft of the Agent mailed to the Owner, at the address of such
Owner as It appears on the Bond Registration Books. Principal of and premium (If any)
on any Bond shall be paid upon presentation and surrender thereof at the Principal
Office of the Agent. Both the principal of and interest and premium (if any) on the Bonds
shall be payable In lawful money of the United States of America.
The Bonds shall bear interest from the Interest Payment Date next preceding the
date of authentication of the Bonds (except for any Bond which is authenticated on an
Intarast Payment Data, in whloh event ouch BL.n U snail bear interest from Such date of
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authentication, and except for any Bond which Is authenticated prior to the first Interest
Payment Date, In which event such Bond shall bear Interest from the Bond Date);
provided, however, that if, as of the date of authentication of any Bond, Interest thereon
Is In default, such Bond shall bear Interest from the date to which interest has previously
been paid or made available for payment in full.
Section 2,08. Designation of Agent. Bank of America National Trust and
Savings Association is hereby designated as the Agent to perform the actions and duties
required under this Resolution for the authentication, transfer, registration, and payment
of the Bonds, The Treasurer Is hereby authorized and directed to enter Into agreements
with the Agent in furtherance of the actions and duties of the Agent under this
Resolution.
Section 2.07, 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 respective form 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.
Section 2.08. Preparation and Delivery of Bonds. Upon execution of the
Bond Purchase Agreement by the Treasurer, the Treasurer Is hereby directed to cause
the 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 the
Bonds to the purchaser thereof, upon receipt of the purchase price therefor, and upon
receipt of the request of the City.
Section 2.09. Execution of Bonds, The Bonds shall be signed In the name and
on behalf of the City with the manual or facsimile signatures of its Treasurer attested by
the manual or facsimile signature of the City Clerk. The Bonds shall then be delivered to
the Agent for authentication by it. In case any officer who shall have signed any of the
Bonds shall cease to be such officer before the Bonds so signed shall have been
authenticated or delivered by the Agent or Issued by the City, such Bonds may
nevertheless be authenticated, delivered and issued and, upon such authentication,
delivery and Issue, shall be as binding upon the City as though the Individual who signed
the same had continued to be such officer of the City. Also, any Bond may be signed on
behalf of the City by any individual who on the actual date of the execution of such Bond
shall be the proper officer although on the nominal date of such Bond such Individual
shall not have been such officer.
Only such of the Bonds as shall bear thereon a certificate of authentication In
substantially the form set forth In Exhibit "A ", manually executed by the Paying Agent,
shall be valid or obligatory for any purpose or 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 authenticated and delivered hereunder and are entitled to
the benefits of this Resolution. The Agent's certificate of authentication on any Bonds
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,
Section 2.10. Tral..y,`or Esod Exchange of Bonds. Any Bond may, in
accordance with its terms, be transferred upon the Bond Registration Books by the
person in whose name It is registered, In person or by his duly authorized attorney, upon
surrender of such Bond for cancellation, accompanied by delivery of a written instrument
of transfer in a form approved by the Agent, duly executed. Whenever any Bond shall be
surrendered for transfer, the Agent shall thereupon authenticate and deliver to the
transferee a new Bond or Bonds of like tenor, maturity and aggregate principal amount.
Bonds may be exchanged at the Principal Office of the Agent, for Bonds of the same
tenor and maturity and of other authorized denominations. No Bonds the notice of
redemption of which has been mailed pursuant to Section 2,05(d) shall be subject to
transfer or exchange pursuant to this Section. Neither the City nor the Agent shall be
required to make such exchange or registration or transfer of Bonds during the fifteen
(15) days immediately preceding any Interest Payment Date.
Section 2.11. Temporary Bonds, The Bonds may be issued Initially in
temporary form exchangeable for definitive Bonds when ready for delivery. The
temporary Bonds may be printed, lithographed or typewritten, shall be of such
denominations as may be determined by the Council and may contain such reference to
any of the provisions of this Resolution as may be appropriate. Every temporary Bond
shall be executed by the officers designated and in the manner provided in Section 2.09
hereof and be registered and authenticated by the Agent upon the same conditions and
In substantially the same manner as the definitive Bonds. If the Council Issues temporary
Bonds, it will execute and furnish definitive Bonds without delay, and thereupon the
temporary Bonds may be surrendered, for cancellation, in exchange therefor at the
Principal Office of the Agent, 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 this Resolution as definitive Bonds authenticated and delivered
hereunder.
Section 2.12. Bond Registration Books, The Agent will keep or cause to be
kept at its Principal Office sufficient Bond Registration Books for the registration and
transfer of the Bonds, which shall at all times during regular business hours be open to
Inspection by the City; 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, Bonds as herelnbefore provided.
Section 2.13. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall
become mutilated, the Agent shall thereupon authenticate and deliver, a new Bond of
like maturity 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 delivered to, or
upon the order of, the City. If any Bond issued hereunder shall be lost, destroyed or
stolen, evidence of such loss, destruction or theft may be submitted to the City and the
Agent and, if such evidence be satisfactory to them and Indemnity satisfactory to them
shall be given, the Agent shall thereupon authenticate and deliver, a new Bond of like
maturity and principal amount In lieu of and in substitution for the Bond so lost,
destroyed or stolen (or if any such Bond shall have matured or shall have been called for
redemption, Instead of issuing a substitute Bond the Agent may pay the same without
surrender thereof upon receipt of Indemnity satisfactory to the Agent). The City may
-12-
require payment of a reasonable fee for each new Bond Issued under this Section and of
the expenses which may be Incurred by the City and the Agent. Any Bond issued under
the provisions of this Section in lieu of any Bond alleged to be lost, destroyed or stolen
shall constitute an original contractual obligation on the part of the City whether or not
the Bond alleged to be lost, destroyed or stolen be at any time enforceable by anyone,
and shall be equally and proportionately entitled to the benefits of this Resolution with all
other Bonds secured by this Resolution.
Section 2.14. Redemption Prior to Maturity. Each Bond, or any portion
thereof in the amount of the Bond Denomination or any Integral multiple thereof,
outstanding may be redeemed and paid in advance of maturity upon any Interest
Payment Date in any year by giving 30 -day's notice by registered or certified mail or
personal service to the Registered Owner as required by applicable provisions of the
Bond Law and by paying the principal amount thereof together with the Redemption
Premium 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 Bond Law.
The Treasurer shall cause to be called 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.
The provisions of Part 111 of the Bond Law are applicable to the advance
payment of assessments and to the calling of the Bonds.
Section 2.15. Refunding of Bonds. The Bonds may be refunded by the City
pursuant to Divisions 11 or 11.5 of the Streets and Highways Code of the State of
California upon the conditions as set forth In appropriate proceedings therefor, all as
determined by the Council.
ARTICLE 111
SALE AND DELIVERY OF BONDS
Section 3.01. Sele of Bonds, The Bonds shall be sold to the Original Purchaser
pursuant to a Bond Purchase Agreement or Agreements between the City and Original
Purchaser. The Director of Finance are hereby authorized to sell the Bonds and to
negotiate and execute a Bond Purchase Agreement with the Original Purchaser thereof,
provided all of the following conditions are met:
(1) The principal amount of the Bonds Is not more than $36,168,180;
(2) The average interest rate on the Bonds Is not more than eight and one -half
percent (81/2%) per annum;
(3) The underwriter's discount for the Bonds is not more than 1,925% of the
principal amount of the Bonds;
(4) The Reserve Fund for the Bonds is not less than four percent (4 %) of the
principal amount of the Bonds;
(5) The Bond Purchase Agreement contains language that it is not to be effective
and binding upon the City before the earlier of December 14, 1989 (the expiration of the
cash collection period) or the filing with the City Clerk of waivers of the cash collection
period executed by all of the owners of lands assessed in the District; and
(6) The Bond Purchase Agreement is executed by the Director of Finance by 5:00
o'clock P.M, on December 22, 1989.
Section 3,02. Further Authority. The officers of the City are hereby authorized
and directed to execute all documents and take such actions as they may deem
necessary or advisable in order to carry out and perform the purposes of this Resolution,
and the execution or taking of such action shall be conclusive evidence of such necessity
or advisability.
The Director of Finance and the City Clerk are authorized to complete and to
approve changes in any provisions of this Resolution In order to accomplish the delivery
of any of the Bonds on schedule; such changes may be accomplished by attachment of
a certificate executed by both such officers to this Resolution on file in the office of the
City Clerk,
ARTICLE IV
APPLICATION OF PROCEEDS OF BONDS;
ESTABLISHMENT OF FUNDS
Section 4.01. Application of Proceeds of Sale of Bonds. Upon receipt of the
proceeds of sale of the Bonds on any Closing Date, the proceeds thereof shall be
forthwith set aside, paid over and deposited by the Treasurer, as set forth in the Bond
Purchase Agreement and Certificate of the City.
Section 4.02. Improvement Fund. There Is hereby created a separate fund to
be known as the "Marina Village Assessment District 89 -1 Improvement Fund" (the
"Improvement Fund "), which shall be held in trust by the Treasurer. The Treasurer shall
disburse moneys in the Improvement Fund for the purpose of paying or reimbursing the
costs of acquiring and constructing the Project, including but not limited to all costs
Incidental to or connected with such acquisition and construction; Disbursements from
the Improvement Fund shall be subject to the provisions of Sections 5.09 and 5.10
hereof. Any surplus remaining after payment of all said costs and expenses shall be
used as set forth in the proceedings pursuant to the Resolution of Intention and
applicable provisions of the Act and the Improvement Fund shall be closed,
Section 4.03. Reserve Fund. There is hereby created a special fund known as
the "Marina Village Assessment District 89 -1 Reserve Fund" (the "Reserve Fund"), The
amount of the Reserve Fund shall not exceed the Reserve Requirement. The moneys In
the Reserve Fund shall constitute a trust fund for the benefit of the Registered Owners of
the Bonds and shall be administered by the City in accordance with and pursuant to the
provisions of Part 16 of the Act; provided that proceeds from redemption or sale of the
properties with respect to whioh 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 maintaining the Reserve Requirement and providing for
any required reduction of the amount of money in the Reserve Fund during the term of
the Bonds pursuant to Section 8887 of the Act, and applicable provisions of the Code, all
proceeds from investment of moneys in the Reserve Fund shall accrue to the Reserve
Fund or be credited upon the assessments, except as otherwise provided in Section 5,07
hereof,
Section 4.04. Redemption Fund, There Is hereby created a special fund known
as the "Marina Village Assessment District 89 -1 Limited Obligation Improvement Bonds,
Series 89 -1 Redemption Fund" (the "Redemption Fund "), The Treasurer shall place in the
Redemption Fund any amounts of accrued interest upon the Bonds from the Bond Date
to the Closing Date and premium (if any) received upon the sale of the Bonds, together
with any capitalized interest received as a part of the purchase price of the Bonds and all
sums received from the collection of unpaid assessments provided In Section 5.01
hereof, and of the interest and penalties thereon. From the Redemption Fund
disbursements shall be made to pay the principal or advance redemption price of the
Bonds and the interest due thereon.
Section 4.06. Cost of Issuance Account. There is hereby created within the
Improvement Fund, a special account to be known as the "Marina Village Assessment
District 89 -1 Cost of Issuance Account" (the "Cost of Issuance Account "), which the City
hereby covenants and agrees to cause to be maintained and which shall be held in trust
by the Treasurer. The moneys in the Cost of Issuance Account shall be used in the
manner provided by law solely for the purpose of the payment of Costs of Issuance, on
or after the Closing Date, Any funds remaining in the Cost of Issuance Fund on the date
that is six months after the Closing Date, shall be transferred to the Improvement Fund.
Section 4.06. Investment of Funds. Moneys in the Improvement Fund,
Redemption Fund, and the Reserve Fund shall, whenever practicable, be Invested in
Authorized Investments, maturing on a date prior to which such moneys are expected to
be required, Any income therefrom or interest thereon shall accrue to and be deposited
in the fund from which said moneys were invested, subject to the provisions of Section
5.07 hereof,
Section 4.07. Escrow Fund. On the Closing Date, the Treasurer i8 hereby
directed and authorized to cause to be established with Bank of America National Trust
and Savings Association, as Escrow Holder, an Escrow Fund pursuant to a suitable
Escrow Deposit and Trust Agreement which the Treasurer shall execute on behalf of the
City. The Escrow Fund shall be known as the "City of Alameda, Marina Village
Assessment District 84 -3 Prior Bonds Escrow Fund" (the "Escrow Fund "), The purpose
of the establishment of the Escrow Fund shell be to assure the timely advance retirement
of a portion of the Prior Bonds, using the Refunding Component of the Proceeds of the
Bonds and other funds held by the City with respect to the Prior Bonds and investment
earnings thereon, all as to be specified by appropriate Certificates of the City.
ARTICLE V
COVENANTS OF THE CITY; TAX COVENANTS
Section 6.01, Collection of Unpaid Assessments. The unpaid assessments as
set forth on the list thereof on file with the Treasurer together with the interest thereto,
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
interests 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.
Section 5.02. Foreclosure. the City hereby covenants wlth_and for the benefit
of the Owners 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
Bond Law.
Section 6.03. No Advances from Available Surplus Funds. The City shall not
be obligated to advance available surplus funds of the City to cure any deficiency which
may occur in the Redemption Fund; provided, however, that said determination shall not
prevent the City, in its sole discretion, from so advancing funds.
Section 6.04. Punctual Payment; Compliance With Documents, The City
shall punctually pay or cause to be paid the Interest and principal to become due with
respect to all of the Bonds in strict conformity with the terms of the Bonds and of this
Resolution, and will faithfully observe and perform all of the conditions, covenants and
requirements of this Resolution and all Supplemental Resolutions.
Section 6,05, No Priority for Additional Obligations. The City covenants that
no additional bonds or other obligations shall be Issued or incurred having any priority
over the Bonds In payment of principal or Interest out of the Assessments. Nothing In
this Resolution shall prohibit or Impair the authority of the City to Issue bonds or other
obligations secured by and payable from Assessments which are on a parity with or
subordinate to the Bonds, upon such terms and In such principal amounts as the City
may determine,
Section 5.06. No Arbitrage. The City shall not take, nor permit nor suffer to be
taken, any action with respect to the proceeds of any of the Bonds which would cause
any of the Bonds to be "arbitrage bonds" within the meaning of the Tax Code.
_17_
Section 5.07. Rebate of Excess Investment Earnings to United States.
(A) Obligation to Calculate Excess Investment Earnings. The City shall Calculate
or cause to be calculated the Excess Investment Earnings described in clause (a) of the
definition thereof at the times and in the manner required pursuant to all applicable
requirements of the Tax Code and the Tax Regulations.
(B) De osits to Rebate Fund; Rebate to United States. The City shall establish
and hold a special fund to be known as the Rebate Fund separate and apart from all
other funds and accounts established hereunder, Following the calculation by the
Director of Finance of the amount of Excess Investment Earnings at any time pursuant to
the preceding subsection (a), the Director of Finance shall deposit In the Rebate Fund an
amount equal to the cumulative Excess Investment Earnings (if any) since the prior
distribution to the United States pursuant to this subsection (B).
The City shall pay from the Rebate Fund an amount equal to Excess Investment
Earnings to the United States of America in installments at such times and In such
amounts as shall be required under the Tax Code and the Tax Regulations. Payments to
the United States of America shall be made to the address prescribed by the Tax
Regulations, together with such reports and statements, completed by the City, as may
be prescribed by the Tax Regulations. In the event the': amounts on deposit in the
Rebate Fund are insufficient to make any payment to the United States of America
required pursuant to this subsection (8), the City shall make such payment when due
hereunder, from any funds which are lawfully available for such purpose.
(C) Investment Transactions, The City shall assure that Excess Investment
Earnings are not paid or disbursed except as required in this Section 5.07, To that end
the City shall assure that Investment transactions are on an arm's - length basis, In the
event that Nonpurpose Investments consist of certificates of deposit or Investment
contracts, Investment in such Nonpurpose investments shall be made In accordance with
the procedures described In applicable Tax Regulations as from time to time In effect,
(D) Maintenance of Records. The City shall keep or cause to be kept, and retain
or cause to be retained for a period of six (6) years following the retirement of the Bonds,
records of the determinations made pursuant to this Section 5.07,
(E) Engagement of Professional Services. In order to provide for the
administration of this Section 5.07, the City may provide for the employment of
independent attorneys, accountants and consultants compensated on such reasonable
basis as the City may deem appropriate,
(F) Modification of this Section. Any of the provisions of this Section 5.07 may
be amended, modified or deleted In any manner whatsoever by resolution of the Council,
provided that such resolution is accompanied by an opinion of Bond Counsel stating that
such amendment, modification or deletion will not cause interest on the Bonds to be
includable in gross Income of the Owners for federal income tax purposes.
-18-
Section 5.08, Information Report, The Treasurer is hereby directed to assure
the filing of an Information report for the Bonds in compliance with Section 149(e) of the
Tax Code,
Section 6.09. Private Business Use Limitation. Not more than ten percent
(10 %) of the Net Proceeds of the Bonds shall be used in a manner which would cause
the Bonds to become "private activity bonds" under and within the meaning of Section
141(a) of the Tax Code,
Section 5.10. Private Loan Limitation, Not more than five percent (5 %) of the
Net Proceeds of the Bonds shall be used, directly or indirectly, to make or finance a loan
(other than loans constituting Nonpurpose Obligations or assessments) to persons other
than state or local government units.
Section 6,11. 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 any of the Bonds to be "federally guaranteed" within the meaning of section 149(b)
of the Tax Code,
Section 5.12. 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, and for the better assuring and confirming unto the Owners of the
Bonds the rights and benefits provided in this Resolution,
Section 5,13. Amendment, Without the consent of the Owners of the Bonds,
the City hereafter may amend this Resolution to add, modify or delete provisions If the
same is necessary or desirable to assure compliance with section 148(f) of the Code
relating to rebate of Excess investment Earnings or as otherwise required, to assure the
exemption from federal income taxation of interest on the Bonds,
ARTICLE VI
MISCELLANEOUS
Section 6.01. Funds and Accounts. Any fund or account required by this
Resolution to be established by the Treasurer and held and maintained by the Treasurer
or the Agent may be established and maintained In the accounting records of the
Treasurer or the Agent either as a fund or an account, and may, for the purposes of such
records, any audits thereof and any reports or statements with respect thereto, be
treated either as a fund or an account; but all such records with respect to all such funds
and accounts shall at all times be maintained in accordance with sound accounting
practices and with due regard for the protection of the security of the Bonds and the
rights of every Owner thereof.
Section 6,02. Partial Invalidity. If any one or more of the covenants or
agreements, or portions thereof, provided In this Resolution to be performed on the part
of the City, the Council or the Agent should be contrary to law, then such covenant or
covenants, such agreement or agreements, or such portions thereof, shall be null and
void and shall be deemed separable from the remaining covenants and agreements or
portions thereof and shall in no way affect the validity of this Resolution or of the Bonds;
but the Owner shall retain all the rights and benefits accorded to them under applicable
provisions of law. The Council hereby declares that it would have adopted this
Resolution and each and every other section, paragraph, subdivision, sentence, clause
and phrase hereof, and would have authorized the issuance of the Bond8 pursuant
hereto, Irrespective of the fact that any one or more sections, paragraphs, subdivisions,
sentences, clauses or phrases of this Resolution or the application thereof, to any person
or circumstances may he held to be unconstitutional, unenforceable or Invalid.
Section 6.03. Defeasance, The Bonds shall no longer be deemed to be
outstanding and unpaid If the City shall have made adequate provision for the payment,
In accordance with the Bonds and this Resolution, of the principal, interest and
premiums, if any, to become due thereon at maturity or upon call and redemption prior
to maturity, Such provision shall be deemed to be adequate If the Council shall, on
behalf of the District, have irrevocably set aside, in a special trust fund or account, cash
or Federal Securities which when added to the Interest earned or to be earned thereon
shall be sufficient to make said payments as they become due and to redeem any Bonds
Outstanding on the earliest possible redemption date,
Section 6.04. Repeal of Inconsistent Resolutions, Any resolution of the
Council, and any part of such resolution, inconsistent with this Resolution, Is hereby
repealed to the extent of such Inconsistency,
Section 6.06. Authority of Treasurer. Alt actions mandated by this Resolution
to be performed by the Treasurer may be performed by the designee of thereof or such
other official of the City or independent contractor, consultant or trustee duly authorized
by the City to perform such action or actions In furtherance of all or a specific portion of
the requirements hereof. The Treasurer is hereby expressly authorized to enter into
suitable agreements with respect to the establishment, Investment and administration of
the Escrow Fund as herein provided and to engage the services of the Agent to act as
the Escrow Holder with respect thereto,
-20-
Section 4,04, Certified Copies. The City Clerk shall furnish a certified copy of
this resolution to the Treasurer, to the Agent and to the Auditor of the County of
Alameda.
Section 6,07, Effective Date of the Resolution, This Resolution shall become
effective upon the date of itS adoption.
i)pproved, a's to f orm
I
CITY ATTORNEY
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 21st of
November, 1989, by the following vote to wit:
AYES: Councilmember Arnerich, Withrow and President Corica - 3.
NOES: Councilmember Thomas - 1.
ABSENT: Councilmember Camicia - 1.
ABSTENTIONS: None.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 22nd day of November, 1989.
erk of the City of Alameda
FORM OF BOND
United States of America
State of California
County of Alameda
Registered Registered
Number A— $
Limited Obligation Improvement Bond
CITY OF ALAMEDA
Marina Village Assessment District 89 -1
Series 89 -1
Interest Rate Maturity Date
REGISTERED OWNER:
Bond Date
, 1989
CUBIP
PRINCIPAL AMOUNT: DOLLARS
Under and by virtue of the Improvement Bond Act of 1915, Division 10
(commencing with Section 8500) of the Streets and Highways Code (the "Act "), the City
of Alameda (the "City "), County of Alameda, State of California, 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 Intention No, 11822 adopted by the City
Council of the City on September 6, 1989, pay to the registered owner named above or
registered assigns, on the maturity date stated above, the principal amount stated
above, in lawful money of the United States of America and In like manner will pay
interest from the interest payment date next preceding the date on which this bond is
authenticated, unless this bond is authenticated and registered as of in Interest payment
date, In which event it shall bear interest from such interest payment date, or unless this
bond Is authenticated and registered prior to March 2, 1990, In which event It shall bear
interest from Its date until payment of the principal amount shall have been discharged,
EXHIBIT A
A -1
at the rate per annum stated above, payable semiannually on March 2 and September 2
in each year commencing on March 2, 1990. Both the principal hereof and redemption
premium hereon are payable at the Corporate Trust Department of Bank of America
National Trust and Savings Association, as Authentication Agent, 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 registered owner hereof at the owner's
address as It appears on the records of the Agent, or at such address as may have been
filed with the Agent, for that purpose, as of the 16th day immediately preceding each
Interest payment date.
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
Authorizing 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, said City of Alameda has caused this bond to be signed
in facsimile by the Treasurer of the City and by Its Clerk, and has paused its Corporate
seal to be reproduced in facsimile hereon all as of the day of
, 1989,
CITY OF ALAMEDA
City Clerk Treasurer
[SEAL]
EXHIBIT A
A -2
Certificate of Authentication and Registration
This Is one of the bonds described In the within mentioned Resolution of Issuance,
which has been authenticated and registered on
BANK OF AMERICA National Trust and
Savings Association,
Agent
By
Authorized Officer
EXHIBIT A
A -3
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 the City of Alameda
under the Act and the Resolution of Issuance, for the purpose of providing means for
paying for the improvements described In the 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, 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 the offioe 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, and 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 15 days immediately preceding any interest
payment date.
The City and the Agent may treat the registered 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 five thousand dollars ($5,000), or
any integral multiple thereof, may be redeemed and paid in advance of maturity upon the
second day of March or September in any year by giving at least 30 days' notice by
registered or certified mail or by personal service to the registered owner hereof at the
registered 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 3 peroentum of
the principal,
This bond Is a limited obligation improvement bond because, under the Resolution
of Issuance, the City is not obligated to advance funds from the City treasury to cover
any deficiency which may occur In the Redemption Fund for the Bonds; however, the City
Is not prevented, in its sole discretion, from so advancing funds.
EXHIBIT A
A -4
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.
City Clerk
OPINION: $ Limited Obligation Improvement Bonds, City of
Alameda, Marina Village Assessment District 89 -1, Series 89 -1
We have acted as Bond Counsel In connection with the Issuance by the City of
Alameda (the "City ") of $ Limited Obligation improvement Bonds, Marina
Village Assessment District 89 -1, Series 89 -1, dated , 1989 (the "Bonds "),
pursuant to Division 10 of the California Streets and Highways Code (the "Act ") and
Resolution No. (the "Resolution ") of the City adopted , 1989. 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 City contained in the Resolution and in the certifled 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, under existing law, that:
1, The City is a municipal corporation and chartered clty of the State of California
duly organized and validly existing under and by virtue its charter and of the Constitution
and the laws of the State of California with power to adopt the Resolution, perform the
agreements on its part contained therein, and issue the Bonds.
2. The Resolution has been duly adopted by the City and constitutes a valid and
binding obligation of the City enforceable upon the City.
3, Pursuant to the Act, the Resolution creates a valid lien on the funds pledged
by the Resolution for the security of the Bonds on a parity with other bonds (if any)
Issued or to be issued under the Resolution, subject to no prior lien granted under the
Act.
4. The Bonds have been duly authorized, executed and delivered by the City and
are valid and binding special obligations of the City, payable solely from the sources
provided therefor in the Resolution.
5, The Interest on the Bonds is excluded from gross income for federal income
tax purposes and is not an item of tax preference for purposes of the federal alternative
minimum tax imposed on Individuals and corporations; it should be noted, however, that,
for the purpose of computing the alternative minimum tax imposed on such corporations
(as defined for federal income tax purposes), such Interest is taken into account In
determining certain Income. The opinions set forth in the preceding sentence are subject
EXHIBIT A
A -5
to the condition that the City col y with all requirements of the Internal Revenue Code
of 1986 that must be satisfied subsequent to the issuance of the Bonds In order that
interest thereon be, or continue to be, excluded from gross income for federal Income
tax purposes. The City has covenanted to comply with each such requirement, Failure
to comply with certain of such requirements may cause the inclusion of Interest on the
Bonds In gross Income for federal Income tax purposes to be retroactive to the date of
Issuance of the Bonds. We express no opinion regarding other federal tax consequences
arising with respect to the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed
by the State of California,
The rights of the owners of the Bonds and the enforceability of the Bonds and the
Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and
other similar laws affecting creditors' rights heretofore or hereafter enacted and may also
be subject to the exercise of judicial discretion in appropriate oases,
Respectfully submitted,
A Professional Law Corporation
EXHIBIT A
A -6
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
JT TEN - es Joint tenants with right of
survivorship and not as tenants In common
UNIF GIFT MIN ACT - Custodian
(Cult) (Minor)
under Uniform Gifts to Minors Act
(State)
Additional abbreviations may also be used though not in the above list.
EXHIBIT A
A -7
Assignment
For value received the undersigned do(es) hereby sell, assign and transfer unto
a.
ress a • tax 1• -nta catwn or ocial Security Num• r o .signet
the within Bond and hereby Irrevocably constltute(s) and appoint($)
attorney,
to transfer the same on the registration books of the Agent with full power of substitution
in the premises,
Dated:
Signature Guaranteed
OTE: ignature s; must be guarantee. •y a
member firm of the New York Stock
Exchange or a commercial bank or trust
company.
NOTE; Signature(s) on this Assignment must
correspond with the name(s) as written on
the face of the within registered Bond tin
every particular, without alteration or
enlargement or any change whatsoever.
EXHIBIT A
A -8
JHHW:SRC:ce •11/30/89 S8578
CERTIFICATE RE
RESOLUTION NO. 11892,
A RESOLUTION AUTHORIZING ISSUANCE OF BONDS
Adopted November 21, 1989
CITY OF ALAMEDA
Marina Village Assessment District 89-1
The undersigned City Clerk and Finance Director of the City of Alameda do hereby
certify that pursuant to the provisions of Section 3.02 of the within Resolution No 11892,
"A Resolution Authorizing Issuance of Bonds, Marina Village Assessment District 89-1,'
all changes required to provide for the timely delivery of the bonds under the executed
agreement to purchase said bonds, the issuance of which is provided by said resolution,
have been made and that said resolution shall be in full force and effect for the purpose
of the issuance of such bonds.
Dated as of December , 1989
By:
iv; -15
Diane Feisch, City Clerk
Zenda James, Finance Director