Resolution 100986/24/83
RESOLUTION NO. 10098
RESOLUTION AUTHORIZING THE ISSUANCE OF
$1,350,000 PRINCIPAL AMOUNT OF CITY OF ALAMEDA
1983 COMMERCIAL MORTGAGE REVENUE BONDS
(CORNNUTS CORPORATE HEADQUARTERS PROJECT)
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, Cornnuts, Inc., a California corporation, has requested the
City to issue and sell its commercial mortgage revenue bonds (the "Bonds ") for
the purpose of providing a loan to finance the construction, acquisition and
improvement of corporate headquarters facilities of approximately 16,227
square feet, landscaping, utilities and related and appurtenant structures,
facilities and equipment, 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 Three Hundred Fifty Thousand Dollars ($1,350,000) 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
acquisition, 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 1983 Commercial Mortgage Revenue Bonds
(Cornnuts Corporate Headquarters Project) ".
Section 3. Principal Amount and Form of Bonds. The Bonds shall be_
dated as of the first day of the month in which the Bonds are issued initially
in single fully registered form, subject to exchange for fully registered
bonds in the denomination of $5,000 or any integral multiple thereof. The
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
of principal and interest as follows: (a) during the period ending no more
than twelve months after the date of issuance of the Bonds, in equal quarterly
installments of interest only, and (b) thereafter, in twenty semiannual
installments of interest and ten annual installments of principal calculated
on the basis of twenty -year amortization; all as more fully prescribed in the
Supplemental Resolution. 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 not be subject to redemption
during the period ending four years after the date of issuance of the Bonds.
Thereafter, 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 Agreement, and for the purpose of
applying such revenues to the payment of the Bonds. The Servicing Agent shall
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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 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 (but is not limited to) 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 its becomes due,
(3) provide for mandatory or optional prepayment under such circumstances and
in such manner as shall correspond to any respective provisions hereof and of
the Supplemental Resolution for mandatory or optional redemption of the Bonds,
(4) require the Company to execute, deliver and record the 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 purchaser, 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;
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 Resolution 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 July 5, 1983, by the following vote:
AYES: Councilmembers Gorman, Hanna, Lucas, Monsefand President Diament - 5.
NOES: None.
ABSENT: None.
Attest:
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Mayor