Resolution 09909ORIGINAL
RESOLUTION NO. 9909
RESOLUTION AUTHORIZING THE ISSUANCE OF $1,000,000
PRINCIPAL AMOUNT OF CITY OF ALAMEDA 1982 INDUSTRIAL
REVENUE BONDS (HARBOR BAY ISLE CLUB FITNESS CENTER)
WHEREAS, the City of Alameda (the "City ") is a chartered city of the State
of California and is authorized under its city charter and under Ordinance No. 2057
(the "Ordinance ") to issue its tax - exempt industrial revenue bonds for the purpose
of financing commercial and manufacturing projects in the City; and
WHEREAS, Harbor Bay Isle Associates, a California general partnership, has
requested the City to issue and sell its industrial revenue bonds (the "Bonds ") for
the purpose of providing a loan to finance the construction, acquisition and
improvement of recreational facilities, landscaping, utilities and related and
appurtenant structures, facilities and equipment, including site preparation,
handball and racquetball facilities, exercise machine room and related
recreational facilities to be located at 200 Packet Landing Road in the City (the
"Project "); and
WHEREAS, the Company has complied with all applicable requirements of the
Ordinance;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Alameda as
follows:
Section 1. Acts and Conditions Precedent. The City Council has reviewed
all proceedings heretofore taken and has found, as a result of such review, and
hereby finds and determines, that all things, conditions and acts required by law
to exist, happen and be performed precedent to and in connection with the issuance
of the Bonds do exist, have happened and have been performed in due time, form and
manner as required by law, and the City Council is now duly empowered, pursuant to
each and every requirement of law, to issue the Bonds in the manner and form
provided in this Resolution.
Section 2. Authorization. Bonds in the aggregate principal amount of One
Million Dollars ($1,000,000) are hereby authorized to be issued by the City under
and subject to the terms of the Ordinance, this Resolution and the Supplemental
Resolution referred to in Section 13 (the "Supplemental Resolution "). This
Resolution and the Supplemental Resolution constitute a continuing agreement with
the holders of all of the Bonds issued or to be issued hereunder and outstanding to
secure the full and final payment of principal of and premiums, if any, and the
interest on all Bonds, subject to the covenants, agreements, provisions and
conditions herein and therein contained. The purpose for which the Bonds shall be
issued is to provide funds to make a loan to the Company or another owner of the
Project for the purpose of providing financing for the acqusition, construction and
improvement of the Project pursuant to the Ordinance and a loan agreement to be
entered into between the City and the Company or such other owner (the "Loan
Agreement "). The Bonds shall be designated the "City of Alameda 1982 Industrial
Revenue bonds (Harbor Bay Isle Club Fitness Center) ".
Section 3. Principal Amount and Form of Bonds. The Bonds shall be dated
as of the date of issuance. The Bonds shall be issued in the form of coupon Bonds
in the denomination of $5,000 or as fully registered bonds in the denomination of
$5,000 or any integral multiple thereof. The coupon Bonds, the fully registered
Bonds and the form of assignment and the certificate of authentication and
registration to appear thereon shall be substantially in the respective forms to be
set forth in the Supplemental Resolution.
Section 4. Payments; Maturity. The Bonds shall be paid in installments at
such times and over such number of years as shall be prescribed in the Supplemental
Resolution. Payment of both principal and interest on the coupon Bonds shall be
made to bearer, and payment of principal and interest on the fully registered Bonds
shall be made to the person whose name appears on the Bond registration books of the
Servicing Agent as the registered owner thereof, such payment to be made by check
or draft mailed by the Servicing Agent to the registered owner at his address as it
appears on the registration books or at such other address as he may have filed with
the Servicing Agent for that purpose.
Section 5. Redemption. The Bonds shall be subject to redemption prior to
their respective stated maturity dates, as a whole or in part, at the times, in the
manner and under the circumstances as shall be specified in the Supplemental
Resolution.
Section 6. Interest. The Bonds shall bear interest from their date at such
rate or rates (which shall not be limited by the terms hereof or of the Ordinance
and which may be fixed or variable) as shall be prescribed by the City Council upon
the sale of the Bonds to the initial purchasers.
Section 7. Execution of Bonds. The Bonds shall be executed on behalf of
the City by the signatures (which may be manual or facsimile) specified in the
Supplemental Resolution. Any Bond may be signed and attested on behalf of the City
by such persons as at the actual date of execution of such Bond shall be the proper
officers of the City although any such person shall not have held such office on the
date of issuance of such Bond.
Section 8. Additional Bonds. Additional Bonds on a parity with the Bonds
may not be issued hereunder or under the Supplemental Resolution.
Section 9. Appointment of Servicing Agent. The City shall appoint a
servicing agent, fiscal agent or trustee (the "Servicing Agent) for the purpose of
receiving all revenues derived from the Project, including payments made by the
Company pursuant to the Loan Agreemnt, and for the purpose of applying such
revenues to the payment of the Bonds. The Servicing Agent shall hold any deed of
trust (the "Deed of Trust ") to be executed, delivered and recorded by the Company,
naming the Servicing Agent as beneficiary on behalf of the holders of the Bonds,
securing the performance by the Company of its obligations under the Loan
Agreement. The Servicing Agent shall be responsible for holding all funds with
respect to the Bonds and collecting, investing and disbursing such funds. In an
2
event of default (as defined in the Supplemental Resolution), all remedies of the
City and the Bondholders against the Company or the Project shall be exercised by
the Servicing Agent as provided in the Supplemental Resolution.
Section 10. Assignment to Servicing Agent. The City shall transfer,
assign and set over to the Servicing Agent all of the revenues derived from the
Project and any and all rights, privileges and obligations it has under the Loan
Agreement and the Deed of Trust. Such assignment shall be for the benefit of the
holders of the Bonds.
Section 11. Limitation of Liability to Revenues. Notwithstanding anything
herein to the contrary or in the Supplemental Resolution contained, the City shall
not be required to advance any moneys derived from the proceeds of taxes collected
by the City or from any other source of income of the City other than the revenues
derived from the Project. The Bonds are payable from and secured by such revenues
only. The term "revenues" as used herein and in the Supplemental Resolution shall
include all payments made by the Company under the Loan Agreement, proceeds of
insurance or condemnation with respect to the Project, and investment of funds held
by the Servicing Agent, but shall not include taxes or assessments paid by the
Company with respect to the Project. No member, officer, agent or employee of the
City shall be individually or personally liable for the payment of principal of or
interest on the Bonds.
Section 12. Loan Agreement. The City shall, on or prior to the date of
sale of the Bonds to the initial purchasers, authorize and direct the execution, by
the appropriate officers of the City, of the Loan Agreement between the City and
the Company. The Loan Agreement shall (1) provide for the loan of Bond proceeds by
the City to the Company, (2) provide for repayment of such loan by the Company to
the Servicing Agent at times and in amounts fully sufficient to pay debt service on
the Bonds as it becomes due, (3) provide for mandatory or optional prepayment under
such circumstances and in such manner as shall correspond to any respective
provisions of the Supplemental Resolution for mandatory or optional redemption of
the Bonds, (4) require the Company to execute, deliver and record any Deed of
Trust, (5) state the nature of the Company's obligations thereunder, (6) specify
insurance requirements, and (7) contain such other necessary or desirable terms and
provisions as may be appropriate to the financing.
Section 13. Supplemental Resolution. The City Council shall adopt a
Supplemental Resolution on or before the date of sale of the Bonds to the initial
purchasers, providing the form of the Bonds and such additional terms and
provisions of the Bonds as the City Council shall deem advisable and which are not
inconsistent with the provision hereof. Such terms and provisions may include, but
are not limited to, any of the following:
1. Provisions for the transfer and exchange of Bonds;
2. Provisions for the establishment and application of funds for the
allocation of revenues derived from the Project;
3. Provisions for the investment of funds held by the Servicing Agent;
3
4. Provisions with respect to the exemption of interest on the Bonds
from federal or State of California income taxation;
5. Provisions for the amendment of this Resolution or the Supplemental
Resoution with or without the consent of the holders of the Bonds;
6. Definition of events of default and provisions for acceleration and
other remedies in any such event of default; and
7. Such other necessary or desirable terms and provisions as may be
appropriate to the financing.
Section 14. Authorization to Prosecute Validation Proceedings. Jones Hall
Hill & White, A Professional Law Corporation, as bond counsel to the City in
connection with the Bonds and the Project, is hereby authorized and directed to
institute and prosecute to completion any proceedings in the Alameda County
Superior Court deemed necessary by such firm to obtain a judgment upholding the
validity of the Bonds.
Section 15. Effective Date. This resolution shall take effect from and
after the date of its passage and adoption.
PASSED AND ADOPTED on October 11 , 1982, by the following vote:
AYES: Councilmen Diament, Gorman, Sherratt and President Corica - 4.
NOES: Councilman Stone - 1.
ABSENT: None,
Attest:
4