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Resolution 10120ORU3INAI RESOLUTION NO. A RESOLUTION DETERMINING UNPAID ASSESSMENTS AND PROVIDING FOR ISSUANCE OF BONDS HARBOR BAY BUSINESS PARK ASSESSMENT DISTRICT 83-1 RESOLVED, by the City Council of the City of Alameda, County of Alameda, California, that WHEREAS, on June 21, 1983, this Council passed and adopted Resolution of Preliminary Determination and of Intention No. 10087 relating to the acquisition and/or construction of public improvements under and pursuant to the provisions of the Municipal Improvement Act of 1913, and therein provided that serial bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, reference to said Resolution of Preliminary Determination and of Intention hereby being expressly made for further particulars; WHEREAS, Finance Director of this City filed with the City Treasurer of this City, on August 2, 1983, a list of all assessments which remained unpaid; and WHEREAS, this Council duly considered said list and determined that the same was an accurate statement thereof; NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED, as follows: 1. List of Unpaid Assessments. The assessments now remaining unpaid are as shown on said list and on Exhibit "A" attached hereto and by this reference made a part hereof; the aggregate amount thereof is $1,366,000; and for a particular description of the lots or parcels of land bearing the respective assessment numbers set forth in said list, reference is hereby made to the assessment and to the diagram recorded in the office of the Superintendent of Streets of this City after confirmation thereof by this Council. 2. Issuance of Bonds. Bonds in the aggregate principal amount of $1,366,000.00 shall be issued as hereinafter provided upon the security of said unpaid assessments in accordance with the provisions of the Improvement Bond Act of 1915 (Division 10 of the Streets and Highways Code) and under and pursuant to the provisions of said Resolution of Preliminary Determination and of Intention and the proceedings thereunder duly had and taken. The bonds herein provided to be issued shall be known as "Improvement Bonds, City of Alameda, Harbor Bay Business Park Assessment District 83 -1, Series 1983 -1 ", and shall be dated August 18, 1983. Said bonds shall be issued in fully registered form, be numbered and of the denominations and mature in the amounts and on the dates set forth in Exhibit "B" attached hereto and by this reference made a part hereof. The bonds shall contain a separate letter prefix for each maturity, and within each maturity shall be numbered consecutively from 1 upwards. 3. Payments of Bonds. Said bonds shall bear interest at the rate or rates determined by this Council at the time of sale of said bonds (not to exceed twelve percent (12 %) per annum, or such higher rate of interest as may be authorized by applicable law at the time of sale of such bonds), payable commencing on January 2, 1984, and semiannually thereafter on July 2 and January 2 of each year to maturity. Each bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated on a 2 January 2 or July 2, in which case it shall bear interest from such interest payment date, or, unless authenticated prior to January 2, 1984, in which case it shall -bear interest from its date; provided, however, that if at the time of authentication interest is in default, such bond shall bear interest from the date to which interest has been paid. Each bond will continue to bear interest after maturity at the rate stated therein, provided it is presented at maturity and payment thereof is refused on the sole ground that there is not sufficient money in the redemption fund with which to pay same; if it is not presented at maturity, interest thereon will run only until maturity. The principal and redemption premium on said bonds shall be payable in lawful money of the United States of America at Bank of America National Trust and Savings Association, the Transfer Agent, Registrar and Paying Agent ("Agent") of this City, at its corporate agency division in San Francisco, California upon the presentation and surrender of said bonds as the same become due and payable. Interest on said bonds shall be paid to the registered owner by check or draft mailed to the address entered in the registry book provided for herein, as of the 15th day immediately preceding each interest payment date. 4. Form. The bonds shall be substantially as set forth in Section 8652 of the Streets and Highways Code of the State of California. 5. Execution. Said bonds shall be executed on behalf of the City and under its official seal by said Finance Director and by its City Clerk whose signatures shall be reproduced on the bonds by engraved, printed or lithographed facsimile thereof, and the official seal of said City shall be placed on the bonds in like manner; such signing and sealing shall constitute and be a sufficient and binding execution of each and every one of said 3 bonds. The bonds shall then be delivered to the Agent for authentication by it. If any officer whose signature appears on said bonds thereon ceases to be such officer before the authentication and delivery of said bonds to the purchaser thereof, such signature shall be as valid as if such officer had remained in office until the authentication and delivery of said bonds. 6. Authentication. Only such of the bonds as shall bear thereon a certificate of authentication substantially in the form below, manually executed by the Agent, shall be valid or obligatory for any purpose of entitled to the benefits of this resolution, and such certificate of the Agent shall be conclusive evidence that the bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this resolution. The Agent's certificate of authentication on any bond shall be deemed to be executed by it if signed by an authorized officer or signatory of the Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the bonds issued hereunder. [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the bonds described in the Resolution Determining Unpaid Assessments and Providing for the Issuance of Bonds, which bond has been registered on 4 BANK OF AMERICA NT and SA, as Transfer Agent, Registrar and Paying Agent By Authorized Officer 7. Preparation and Delivery of Bonds. The Finance Director is hereby directed to cause said bonds to be prepared in accordance with this resolution and to deliver same upon their completion to the Agent who shall authenticate and deliver said bonds to the purchaser thereof, upon receipt of the purchase price therefor, and upon the performance of the conditions contained in the accepted bid for the bonds. 8. Improvement Fund. Said Finance Director shall keep an improvement fund designated by the name and /or number of the improvement or assessment district, into which shall be placed the proceeds received from the sale of said bonds, including any premium (except that any interest accrued from the date of the bonds to the date of delivery thereof shall be placed in the redemption fund provided for herein). All moneys in said fund shall be withdrawn only upon checks or warrants of the City of Alameda and shall be applied exclusively to the payment of the cost of the acquisitions and /or construction of the improvements described in the proceedings under and pursuant to said Resolution of Preliminary Determination and of Intention, as now or hereafter changed or modified by appropriate legal proceedings, and all expenses incidental thereto. Any surplus remaining after payment of all costs and all legal charges, claims and expenses shall be used as set forth in said proceedings. 5 9. Redemption Fund. Said Finance Director shall keep a redemption fund designated by the name of the bonds, into which shall be placed any - accrued interest for the period from the date of said bonds to the date of delivery thereof and all sums received from the collection of unpaid assessments provided for in Section 10 hereof, and of the interest and penalties thereon, and from which fund disbursement shall be made to pay the principal or advance redemption price of the bonds and the interest due thereon. 10. Collection of Unpaid Assessments. The unpaid assessments shown on said list, together with the interest thereon, shall be payable in annual series corresponding in number to the number of serial maturities of the bonds issued. An annual proportion of each unpaid assessment shall be payable in each year preceding the date of maturity of each of the several series of bonds issued, sufficient to pay the bonds when due, and such proportion of each unpaid assessment coming due in any year, together with the annual interest thereon, shall be payable in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and become delinquent at the same times and in the same proportionate amounts and bear the same proportionate penalties and interest after delinquency as do the general taxes on real property. All sums received from the collection of said unpaid assessments and of the interest and penalties thereon shall be placed in the redemption fund provided for herein. 11. Redemption Prior to Maturity. Each bond outstanding may be redeemed and paid in advance of maturity upon the second day of January or July in any year by giving at least 60 days notice and by paying the principal amount thereof together with a premium equal to 5% of the principal plus 6 interest to the date of advanced maturity, unless sooner surrendered, in which event said interest will be paid to the date of payment, all in the manner and as provided in the Improvement Bond Act of 1915. The provisions of Part 11.1 of the Improvement Bond Act of 1915 are applicable to the advance payment of assessments and to the calling of said bonds. The Finance Director shall call for redemption and retire bonds upon prepayment of assessments in amounts sufficient therefor, or whenever sufficient surplus funds are available therefor in the redemption fund. In selecting bonds for retirement, the lowest numbered bonds of the various annual maturities shall be chosen pro rata in a manner intended to disturb as little as possible the relationship of unpaid assessments to bonds outstanding. 12. Exchange of Bonds. Any bond, upon surrender thereof at the principal corporate agency division of the Agent, together with an assignment duly executed by the registered owner thereof or owner's attorney or legal representative in such form as shall be satisfactory to the Agent, may, at the option of such owner, be exchanged for an aggregate principal amount'of bonds equal to he principal amount of the bond so surrendered, and of any authorized denomination or denominations. 13. Negotiability, Registration and Transfer of Bonds. The Agent shall keep books for the registration, and for the registration of transfers, of bonds as provided in this resolution which shall at all times be open to inspection by the City. The transfer of any bond may be registered only upon such books upon surrender thereof to the Agent, together with an assignment duly executed by the Owner or his attorney or legal representative in such form as shall be satisfactory to the Agent. Upon any such registration of 7 transfer the City shall execute and the Agent shall authenticate and deliver in exchange for such bond a new bond or bonds registered in the name of the transferee, of any denomination or denominations authorized by this resolution, and in an aggregate principal amount equal to the principal amount of such bond or bonds so surrendered. In all cases in which bonds shall be exchanged, the City shall execute and the Agent shall authenticate and deliver at the earliest practicable time bonds in accordance with the provisions of this resolution. All bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the agent. The City or the Agent may make a charge for every such exchange or registration of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any owner for the privilege of exchanging or registering the transfer of bonds under the provisions of this resolution. Neither the City nor the Agent shall be required to make such exchange or registration of transfer of bonds during the 15 days immediately preceding any January 2 or July 2. 14. Ownership of Bonds. The person in whose name any bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal, and redemption premium, if any, on any such bond, and the interest on any such bond, shall be made only to or upon the order of the registered owner thereof or such owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such bond, including the redemption premium, if any, and interest thereon to the extent of the sum or sums so paid. 8 15. Advances from Available Surplus Funds. The City shall be the purchaser -of property upon which payment of an annual installment of principal - and interest due upon any of said unpaid assessments is delinquent, in like manner in which it becomes or may become the purchaser of property sold for the nonpayment of general taxes, and shall transfer from available surplus funds into the redemption fund for said bonds, as an advance recoverable upon sale or redemption of the property, the amount of the delinquent unpaid assessment installment upon which said sale is made. The City shall also pay and transfer from available surplus funds into said redemption fund, as an advance recoverable upon sale or redemption of the property, the amount of any future delinquent unpaid assessment installments on such property pending redemption. 16. Reserve Fund. Upon placement of the proceeds from the sale of said bonds in the improvement fund, the Finance Director shall forthwith transfer the sum of $109,280.00 from said fund into a special reserve fund, which shall be designated by the name and/or number of the improvement or assessment district. The money in said special fund shall be administered by the Finance Director in accordance with and pursuant to the provisions of Part 16 of the Improvement Bond Act of 1915, provided only that proceeds from (1) investment of moneys in the reserve fund and (2) redemption or sale of the properties with respect to which payment of delinquent assessments and interest thereon was paid from the reserve fund, shall be credited to the reserve fund only to the extent that the amount credited to the reserve fund will not result in the bonds becoming "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations promulgated by the United States Department of the Treasury thereunder. To the extent that such 9 proceeds, or any portion thereof, would cause the bonds to become "arbitrage bonds" if_ credited to the reserve fund and invested at a higher yield than - permitted by said Section 103(c) and said regulations, then such proceeds, or portion thereof, shall be credited upon the assessments, provided only that in the event crediting of any portion of such proceeds upon assessments not theretofore paid in full in cash would result in moneys in the bond redemption fund remaining therein for a period of more than twelve (12) months, then any portion of such proceeds which would otherwise remain in the bond redemption fund for a period of more than twelve (12) months shall be used to call bonds prior to their maturity date on the earliest call date next succeeding the deposit thereof in the redemption fund. 17. Investment of Funds. Moneys in the Redemption Fund, the Reserve Fund and the Improvement Fund shall, whenever practicable, be invested in legal investments for the City of Alameda under applicable law for the moneys held pursuant to this resolution at the time when any of such moneys are to be invested therein. Any income therefrom or interest thereon shall accrue to and be deposited in the fund from which said moneys were invested. 18. Covenant to Foreclose. The City hereby covenants with and for the benefit of the holders of the bonds that it will order, and cause to be commenced within 120 days following the date of delinquency, and thereafter diligently prosecuted, an action in the superior court to foreclose the lien of any assessment or installment thereof not paid when due, pursuant to and as provided in Sections 8830 through 8835, inclusive, of the Streets and Highways Code of the State of California. 19. Non - Arbitrage Covenant. The City hereby covenants with the holders of the bonds that it will make no use of the proceeds of said bonds at any 10 time during the term thereof which, if such use had been reasonably expected on the date said bonds were issued, would have caused said bonds to be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the Temporary and Proposed Treasury Regulations promulgated thereunder. 20. Certificate as to Non - Arbitrage. On the basis of the facts, estimates and circumstances now in existence and in existence on the date of issue of said bonds, as determined by the Finance Director, said Finance Director is authorized to certify that it is not expected that the proceeds of said issue will be used in a manner that would cause such obligations to be arbitrage bonds. Such certification shall be delivered to the purchaser of said bonds at the time of delivery of and payment for said bonds. 21. Certified Copies. The City Clerk shall furnish a certified copy of this resolution to the Finance Director, to the Agent and to the Auditor of the County of Alameda. * * * * * * * * * * * * * ** I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted by the Council of the City of Alameda in regular meeting assembled on the day of , 1983, by the following vote, to wit: AYES: NOES: ABSENT: 11 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of said City this day of , 1983. City Clerk of the City of Alameda 12 Assessment Number 1 LIST OF UNPAID ASSESSMENTS CITY OF ALAMEDA HARBOR BAY BUSINESS PARK ASSESSMENT DISTRICT 83 -1 Assessor's Parcel No. 74- 1040 -4.5 (por.) EXHIBIT A Amount of Assessment Unpaid $1,366,000.00 Bond Numbers (Inclusive) $1,366,000 IMPROVEMENT BONDS SERIES 1983 -1 CITY OF ALAMEDA HARBOR BAY BUSINESS PARK ASSESSMENT DISTRICT 83 -1 Denomination EXHIBIT B Maturity Principal Date Amount (July 2) 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 2nd of August, 1983, by the following vote to wit: AYES: Councilmembers Gorman, Hanna, Lucas, Monsef and President Diament - 5. NOES: None. ABSENT: None. IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City this 3rd day of August, 1983. City Clerk of the City