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Resolution 12235RESOLUTION NO. 12235 A RESOLUTION AUTHORIZING ISSUANCE OF BONDS CITY OF ALAMEDA Harbor Bay Business Park Assessment District 92 -1 RESOLVED by the City Council of the City of Alameda, County of Alameda, State of California, that: WHEREAS, on February 4, 1992, this Council passed and adopted Resolution of Intention No. 12197 (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 Streets and Highways Code of California for the Harbor Bay Business Park Assessment District 92 -1 (the "Assessment District "). By the Resolution of Intention, the Council provided that improvement bonds would be issued thereunder pursuant to the provisions of the Improvement Bond Act of 1915, Division 10 of the Streets and Highways Code of California (the "Bond Law ") and reference to the Resolution of Intention is hereby expressly made for further particulars; WHEREAS, notice of recordation of the assessment and the opportunity to pay all or a portion thereof was published and mailed in the manner required by law, and the time so provided for receiving payments of assessments in cash has expired and there is on file with the Finance Director and the Treasurer of the City a list of all assessments which remain unpaid; and WHEREAS, this Council now intends to provide for the issuance of improvement bonds upon the security of said unpaid assessments, all as hereinafter provided; ARTICLE I DEFINITIONS; GENERA 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 Streets and Highways Code of California. "Agent" means the Finance Director of the City appointed under Section 2.06 hereof to perform the duties of authentication, registration, transfer and payment of the Bonds and the Agent's assigns or any other corporation or association which may at any time be substituted in its place. "Assessment" means the unpaid amounts of the special assessments levied against all taxable real property within the boundaries of the Assessment District pursuant to the Act and the proceeding of the Council under the Resolution of Intention, for the purpose of paying Debt Service on the Bonds under the Bond Law. "Assessment District" means that portion of the City designated "Harbor Bay Business Park Assessment District 92 -1," as established in proceedings under the Resolution of Intention. "Authorized Investments" means any (i) 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 control, pursuant to Article 1, commencing 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, (ii) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the California Government Dode, as it may be amended, including but not limited to the California Arbitrage Management Program (CAMP); and (iii) the Local Agency Investment Fund of the State of California, created pursuant to Section 156429.1 of the California Government Code, to the extent the Treasurer is authorized to register such investment in its name. "Auditor" means the Auditor /Controller or Tax Collector of the County or other official of the County responsible for preparing property tax bills. "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 April 30, 1992, being the dated date of the Bonds. "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 contain 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 or contract applicable to the portion of the Bonds being sold between the City and the Original Purchaser whereby the City agrees to sell and the Original Purchaser agrees to buy all or a designated portion of the Bonds. "Bond Register" means the books maintained by the Agent pursuant to Section 2.12 for the registration and transfer of ownership of the Bonds. "Bond Year" means the twelve -month period beginning on March 2 in each year and ending on the day prior to March 2 in the following year except that (i) the first Bond Year shall begin on the Closing Date and ending on the day prior to the next March 2, and (ii) the last Bond Year may end on a prior redemption date. "Bonds" or "Bonds of this Issue" means Limited Obligation Improvement Bonds, City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Series 1992 issued and at any time Outstanding. "Certificate of the City" means a written certificate, statement, request, order or requisition signed by the Treasurer or by any other officer of the City duly authorized by the Council for that purpose. "City" means the City of Alameda, County of Alameda, a municipal corporation and chartered city of the State of California duly organized and validly existing under and by virtue of the Constitution and the laws of the State of California. "City Manager" means the City Manager or the Assistant City Manager of the City. "Clerk" means the City Clerk of the City or Deputy City Clerk or designee thereof. "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 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, costs of preparation and reproduction of documents, costs of compliance with Tax Regulations relating to rebate to the United States under Section 5.07 and costs of printing, mailing and publication of notices with respect to the City and the Project. "Costs of Issuance Fund" means the fund of that name established and held by the Finance Director pursuant of Section 4.03 hereof. "Council" means the City Council of the City. "County" means the County of Alameda, State of California. "Debt Service" means the scheduled amount of interest and amortization of principal payable on the Bonds during the period of computation including any Sinking Fund Payments, excluding amounts scheduled during such period which relate to principal which has been retired before the beginning of such period. "DTC" means the Depository Trust Company, New York, New York and its successors and assigns. 'Depository" means DTC as the initial depository for the Bonds under Section 2.13 hereof. -3- "Escrow Deposit and Trust Agreement" means the agreement between the City and the Escrow Holder authorized by the resolution of the Council and providing for the administration of the Escrow Fund and the redemption of the Prior Bonds. "Escrow Fund" means the fund established pursuant to Section 4.06 hereof. "Escrow Holder" means Bank of America National Trust and Savings Association, acting as Escrow Holder under the Escrow Deposit and Trust Agreement. "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. "Finance Director" means the Director of Finance of the City or designee thereof. "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; (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 such 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 this 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 Finance Director pursuant to Section 4.02 hereof. "Interest Payment Date" means each date upon which interest on the Bonds is payable, beginning March 2, 1993, and semiannually on each September 2 and March 2 thereafter until maturity. "Investment Earnings" means all interest earned and any gains or losses on the moneys within the funds and accounts created by this Resolution. "Investment Property" means any security (as said term is defined in section 165(g)(2)(A) or (B) 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 for federal income tax purposes. "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. "Officers of the City" means the Finance Director, Clerk, City Manager, Director of Public Works, Treasurer and any other official of the City authorized by the Council to carry out the terms of this Resolution. "Original Purchaser" means the first purchaser of the Bonds from the City under the Bond Purchase Agreement. "Outstanding ", when used as of any particular time with reference to Bonds, means all Bonds theretofore executed, issued and delivered by the City and authenticated by the Agent 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 2.15; and (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 "Registered 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 Register. "Principal Office" means the office of the Agent in Alameda, California. "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. "Prior Bonds" means the remaining, outstanding, principal amount of Improvement Bonds of the City of Alameda being redeemed, in advance of maturity, pursuant to the Escrow Agreement as follows: (a) Harbor Bay Business Park Assessment District 81 -1, Series 1982 -1; (b) Harbor Bay Business Park Assessment District 83 -1, Series 1983 -1; (c) Harbor Bay Business Park Assessment District 84 -1, Series 1984 -1; (d) Harbor Bay Business Park Assessment District 84-4, Series A; and -5- (e) Harbor Bay Business Park Assessment District 84 -4, Series B. "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 acquisitions and improvements described in the Resolution of Intention and any changes and modification thereto approved 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 which price a substantial amount of the Bonds are sold or, if the Bonds are privately placed, 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. "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 Finance Director pursuant to Section 4.04 hereof. "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 the percentage of the principal amount of the Bonds payable upon redemption of the Bonds as set forth in Exhibit "A" hereto. "Refunding Date" means the date prior to which the Bonds are not subject to refunding pursuant to Section 2.16 hereof, as said date is specified in Exhibt A hereto. "Reserve Fund" means the fund of that name established and held by the Finance Director pursuant to Section 4.05 hereof. "Reserve Requirement" means the lesser of the percentage as set forth in Exhibit A hereto of the initial offering price of the Bonds to the public or the maximum annual Debt Service on the Bonds. For purposes of the Reserve Requirement, "initial offering price to the public" means the principal amount of the Bonds plus any accrued interest and any original issue premium and less any original issue discounts. "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. 12197, entitled A Resolution of Intention to Make Acquisitions and Improvements, adopted by the Council on February 4, 1992, as modified or amended and in effect on the Closing Date. "Sinking Fund Payments" means the amounts paid by the City for the term bonds under Section 2.15. -6 "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 1986, 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 the Treasurer 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. 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. 7 ARTICLE II ISSUANCE OF BONDS Section 2.01. BONDS AUTHORIZED. All acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of the Bonds 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. The Bonds will be issued as serial and /or term bonds as set forth in the Bond Purchase Agreement. Section '2.02. UNPAID ASSESSMENTS. The Assessments now remaining unpaid are as shown on said list of unpaid assessments on file with the Finance Director which list is hereby approved and which is incorporated herein by this reference and made a part hereof 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, and any amendments thereto, recorded in the office of the Officer of the City who is the Superintendent of Streets of the City after confirmation thereof by the Council. Section 2.03. ISSUANCE OF BONDS. The Bonds, in the aggregate principal amount of not to exceed $29,288,000, shall be issued as hereinafter provided and be secured by the moneys in the Redemption Fund and by the unpaid assessments, or portion thereof, in accordance with, under and pursuant to the provisions of said Resolution of Intention and the proceedings thereunder duly had and taken. The actual principal amount shall be as set forth in Exhibit A hereto. The Bonds shall be known as "Limited Obligation Improvement Bonds, City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Series 1992" and shall be dated the Bond Date. 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 with the Bond Date and mature on September 2 in each of the years and in the amounts set forth in the Exhibit A hereto. The Bonds shall be numbered or otherwise identified as determined by the Agent. Section 2.05. INTEREST ON BONDS. The Bonds shall bear interest at the rate or rates set forth in the Exhibit A hereto. 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 on or before each Interest Payment Date to the Owner, at the address of such Owner as it appears on the Bond Register. 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. Upon the request in writing of an Owner of $1,000,000 or more in aggregate principal amount of Bonds, such request having been made before the Record Date preceding an Interest Payment Date, such interest shall be paid on such Interest Payment Date by wire transfer in immediately available funds to an account in the continental United States designated by such Owner to the Agent. Interest shall be computed on the basis of a 360 -day year comprised of twelve thirty -day months. 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 Interest Payment Date, in which event such Bond shall bear interest from such date of authentication, and except for any Bond which is authenticated prior to the first Interest Payment Date, in which event such Bond -8- 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. The Bonds will continue to bear interest after maturity at their interest rates, provided that they are presented at maturity and payment thereof is refused upon the sole ground that there are not sufficient moneys in the Redemption Fund. If not presented at maturity, interest will run on the Bonds until maturity. Section 2.06. DESIGNATION OF AGENT. The Finance Director of the City of Alameda 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. 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 B attached hereto and by this reference incorporated herein, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution. "CUSIP" identification numbers shall be imprinted on the Bonds, but such numbers shall not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto shall not constitute cause for refusal of any purchaser to accept delivery of or pay for the Bonds. In addition, failure on the part of the City or the Agent to use such CUSIP numbers in any notice to Owners shall not constitute an event of default or any violation of the City's contract with such Owners and shall not impair the effectiveness of any such notice. Section 2.08. PREPARATION AND DELIVERY OF BONDS. Upon execution of the Bond Purchase Agreement on behalf of the City, the Finance Director is hereby directed to cause the Bonds to be prepared in accordance with this Resolution and to cause their delivery upon their completion and execution to the Agent who shall authenticate and deliver the Bonds to the Original Purchaser, 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 the Treasurer and attested by the manual or facsimile signature of the Clerk. The Bonds shall then be delivered to the Agent for authentication. 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 B, manually executed by the 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 the Agent or 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. 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 -9- 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 City 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 2.11. TRANSFER AND EXCHANGE OF BONDS. Any Bond may, in accordance with its terms, be transferred upon the Bond Register 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 given pursuant to Section 2.14 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 on or after the Record Date. For any transfer or exchange under this Section, the City and the Agent may require the payment of a reasonable fee to cover the costs and expenses of the City and the Agent. Section 2.12. BOND REGISTER. The Agent will keep or cause to be kept at its Principal Office a sufficient Bond Register 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 hereinbefore provided. Section 2.13. BOOK -ENTRY ONLY SYSTEM. DTC shall act as the initial Depository for the Bonds. One Bond for each maturity of the Bonds shall be initially executed, authenticated, and delivered as set forth herein with a separate fully registered certificate (in print or typewritten form). Upon initial execution, authentication, and delivery, the ownership of the Bonds shall be registered in the Bond Register kept by the Agent for the Bonds in the name of Cede & Co., as nominee of DTC or such nominee as DTC shall appoint in writing. The Officers of the City and the Agent are hereby authorized to take any and all actions as may be necessary and not inconsistent with this Resolution to qualify the ; Bonds for the Depository's book -entry system, including the execution of the Depository's required representation letter. With respect to Bonds registered in the Bond Register in the name of Cede & Co., as nominee of DTC, neither the City nor the Agent shall have any responsibility or obligation to any broker - dealer, bank, or other financial institution for which DTC holds Bonds as Depository from time to time (the "DTC Participants ") or to any person for which a DTC Participant acquires an interest in the Bonds (the "Beneficial Owners "). Without limiting the immediately preceding sentence, neither the City nor the Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant, any Beneficial Owner, or any other person, other than DTC, of any notice with respect to the Bonds, including any Bonds to be redeemed in the event the City elects to redeem the Bonds in part, (iv) the payment to any DTC Participant, any Beneficial Owner, or any person, other than DTC, of any amount with respect to the principal of or interest on the Bonds, or (v) and consent given or other action taken by the Depository as Owner of the Bonds; except that so long as any Bond is registered in the name of -10- Cede & Co., as nominee of DTC, any Beneficial Owner of $1,000,000 or more in aggregate principal amount of any series of Bonds who has filed a written request to receive notices, containing such Beneficial Owner's name and address, with the Agent shall be provided with all notices relating to such Bonds by the Agent. Except as set forth above, the Agent may treat as and deem DTC to be the absolute Owner of each Bond, for which DTC is acting as Depository for the purpose of payment of the principal of and interest on such Bonds, for the purpose of giving notices of prepayment and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Agent shall pay all principal of and interest on the Bonds only to or upon the order •of she .Owners as shown on the Bond Register, and all such payments shall be valid and effective to fully satisfy and discharge all obligations with respect to the principal of and interest on the Bonds to the extent of the sums or sums so paid. No person other than an Owners, as shown on the Bond Register, shall receive a physical Bond. Upon delivery by DTC to the Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the transfer provisions in Section 2.11 hereof, references to "Cede & Co." in this Section 2.13 shall refer to such new nominee of DTC. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Agent during any time that the Bonds are Outstanding, and discharging it responsibilities with respect thereto under applicable law. The City may terminate the services of DTC with respect to the Bonds if it determines that DTC is unable to discharge its responsibilities with respect to the Bonds or that continuation of the system of book - entry transfers through DTC is not in the best interest of the Beneficial Owners, and the City shall mail notice of such termination to the Agent. Upon the termination of the services of DTC as provided in the previous paragraph, and if no substitute depository willing to undertake the functions hereunder can be found which is willing and able to undertake such functions upon reasonable or customary terms, or if the City determines that it is in the best interest if the Beneficial Owners of the Bonds that they be able to obtain certificated Bonds, the Bonds shall no longer be restricted to being registered in the Bond Register of the Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or name the Owners shall designate at that time, in accordance with Section 2.11. To the extent that the Bond Owners are designated as the transferee by the Owners, in accordance with Section 2.11, the Bonds will be delivered to such Beneficial Owners. Section 2.14. 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 and the Agent may 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 and any Supplemental Resolution. Section 2.15. REDEMPTION PRIOR TO MATURITY. A) Optional Redemption. 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. Neither the failure of any Registered Owner to receive redemption notice or any defect in such notice shall affect the sufficiency of the proceedings for redemption of such Bonds. The Finance Director 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 11.1 of the Bond Law are applicable to the advance payment of assessments and to the calling of the Bonds. B) Mandatory Sinking Fund Redemption. The Outstanding Bonds maturing on September 2, 2005 and on September 2, 2012 (the "Term Bonds ") shall also be subject to mandatory redemption in part by lot, on September 2 in each year commencing September 2, 1999 and 2006, respectively, from Sinking Fund Payments made by the City from the Redemption Fund pursuant to Section 4.04, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 2 in the respective years, all as set forth in Exhibit A; provided, however, if some but not all of the Term Bonds of a given maturity have been redeemed pursuant to subsection (A) above the total amount of all future Sinking Fund Payments relating to such maturity shall be reduced by the aggregate principal amount of Term Bonds of such maturity so redeemed, to be allocated among such Sinking Fund Payments on a pro rata basis in integral multiples of $5,000 as determined by the Finance Director in order to maintain substantially level debt service. Section 2.16. REFUNDING OF BONDS. The Bonds may be refunded by the City pursuant to the procedures of Divisions 11 or 11.5 of the Streets and Highways Code of California upon the conditions as set forth in appropriate proceedings therefor, all as determined by the Council; provided, however, that the Council hereby determines that the Bonds shall not be subject to such refunding procedures prior to the Refunding Date. This determination shall not apply to, or in any manner limit, advancement of the maturity of any Bond or Bonds pursuant to Parts 8, 9, 11 or 11.1 of the Bond Law, nor shall this determination apply to, or in any manner limit, the redemption and payment of any Bonds pursuant to any subsequent proceedings which provide for the payment in full of all amounts necessary to eliminate any fixed special assessment liens previously imposed upon any assessment parcel within the Assessment District. ARTICLE III SALE AND DELIVERY OF BONDS Section 3.01. SALE OF BONDS. The Bonds shall be sold to the Original Purchaser pursuant to a Bond Purchase Agreement between the City and Original Purchaser. The Finance Director is hereby authorized to negotiate and execute the Bond Purchase Agreement with the Original Purchaser for the sale of the Bonds, subject to such conditions as shall be provided by separate resolution of the Council. 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 Finance Director and the Clerk are authorized to complete and to approve changes in any provisions of this Resolution and Exhibit "A" hereto 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 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 the Closing Date, the proceeds thereof shall be forthwith set aside, paid over and deposited by the Finance Director, as set forth in the Bond Purchase Agreement, a Certificate of the City, this Article IV and Exhibit A hereto. Section 4.02. IMPROVEMENT FUND._ There is hereby created and established as a separate fund to be held by the Finance Director the "City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Limited Obligation Improvement Bonds, Series 1992 Improvement Fund" (the "Improvement Fund "). The Finance Director 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. COSTS OF ISSUANCE FUND. There is hereby established as a separate fund to be held by the Finance Director the "City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Limited Obligation Improvement Bonds, Series 1992 Costs of Issuance Fund" (the "Costs of Issuance Fund "), which the City hereby covenants and agrees to cause to be maintained and which shall be held in trust by the Finance Director. The moneys in the Costs of Issuance Fund shall be used solely for the purpose of the payment of Costs of Issuance on or after the Closing Date. Any funds remaining in the Costs of Issuance Fundon the date that is six months after the Closing Date, shall be transferred to the Improvement Fund and the Costs of Issuance Fund shall be closed. Section 4.04. REDEMPTION FUND. (A) Establishment of Redemption Fund. There is hereby established as a separate fund to be held by the Finance Director the "City of Alameda, Harbor Bay Business Park Assessment District 92-1, Limited Obligation Improvement Bonds, Series 1992 Redemption Fund" (the "Redemption Fund ") to the credit of which deposits shall be made as required by Sections 4.05(E), 5.01 and, if applicable, Section 4.02 and any other amounts required to be deposited therein by this Resolution or the Bond Law. Moneys in the Redemption Fund shall be held by the Finance Director for the benefit of the City and the Owners of the Bonds, shall be disbursed for the payment of the principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds as provided below. (B) Disbursements. On or before each Interest Payment Date, the Finance Director shall withdraw from the Redemption Fund and pay to the Owners of the Bonds the principal of (including Sinking Fund Payments), and interest and any premium, then due and payable on the Bonds. Five (5) Business Days prior to each Interest Payment Date, the Finance Director shall determine if the amounts then on deposit in the Redemption Fund are sufficient to pay the Debt Service due on the Bonds on such Interest Payment date. In the event those amounts in the Redemption Fund are insufficient for such purpose, the Finance Director shall withdraw from the Reserve Fund to the extent of any funds therein the amount of such insufficiency, and shall transfer any amounts so withdrawn to the Redemption Fund. Amounts so withdrawn from the Reserve Fund and deposited in the Redemption Fund shall be applied to the payment of the Bonds. If, after the foregoing transfers, there are insufficient funds in the Redemption Fund to make the payments provided for in the first sentence of the first paragraph of this Section 4.04(B), the - 14 - Finance Director shall apply the available funds first to the payment of interest on the Bonds, then to the payment of principal due on the Bonds (including Sinking Fund Payments), and then to payment of principal due on the Bonds by reason of Bonds called for redemption pursuant to Section 2.15(A) hereof. Section 4.05. RESERVE FUND. (A) Establishment of Fund. There is hereby established as a separate fund to be held by the Finance Director the "City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Limited Obligation Improvement Bonds, Series 1992 Reserve Fund" (the "Reserve Fund ") to the credit of which an initial deposit shall be made on the Closing Date as required by Section 4.01, and, thereafter, deposits shall be made as provided in the Bond Law. Moneys in the Reserve Fund shall be held by the Finance Director for the benefit of the City and the Owners as a reserve for the payment of principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds. The Finance Director shall cause the Reserve Fund to be administered in accordance with Part 16 of the Bond Law. Proceeds from redemption or sale of properties with respect to which payment of delinquent Assessments and interest thereon was made from the Reserve Fund, shall be credited to the Reserve Fund. (B) Use of Fund. Except as otherwise provided in this Section 4.05, all amounts deposited in the Reserve Fund shall be used and withdrawn by the Finance Director solely for the purpose of making transfers to the Redemption Fund in the event of any deficiency at any time in the Redemption fund of the amount then required for payment of the principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds or, in accordance with the provisions of this Section 4.05, for the purpose of redeeming Bonds. (C) Transfer Due to Deficiency in Redemption Fund. Transfers shall be made from the Reserve Fund to the Redemption Fund in the event of a deficiency in the Redemption Fund, in accordance with Section 4.04(B) hereof. (D) Payment of Assessments. Whenever, after the issuance of the Bonds, an Assessment is paid, in whole or in part, as provided in the Bond Law, the Finance Director, shall transfer from the Reserve Fund to the Redemption Fund an amount specified in such direction equal to the product of the ratio of the original amount of the Assessment so paid to the original amount of all Assessments, times the initial Reserve Requirement. (E) Transfer of Excess of Reserve Requirement.. Whenever, on any Interest Payment Date, or on any other date, the amount in the Reserve Fund exceeds the then applicable Reserve Requirement, the Finance Director shall, except as otherwise provided in Section 5.07' hereof for purposes of rebate, transfer on or before such Interest Payment Date an amount equal to the excess from the Reserve Fund to the Redemption Fund to be used in accordance with Part 16 of the Bond Law. (F) Transfer When Balance Exceeds Outstanding Bonds. Whenever the balance in the Reserve Fund is sufficient to retire all the Outstanding Bonds, whether by advance retirement or otherwise, collection of the principal and interest on the Assessments shall be discontinued and the Reserve Fund liquidated by the Finance Director in retirement of the Outstanding Bonds. In the event that the balance in the Reserve Fund at the time of liquidation exceeds the amount required to retire all of the Outstanding Bonds, the excess shall after payment of amounts due to the Finance Director, be transferred to the City to be used in accordance with the Act and the Bond Law. Section 4.06. ESCROW FUND. On the Closing Date, there is hereby authorized to be established with the Escrow Holder, an Escrow Fund pursuant to the Escrow Deposit and Trust Agreement. The Escrow Fund shall be known as the "City of Alameda, Harbor Bay Business Park Assessment District 92 -1, Limited Obligation Improvement Bonds, Series 1992, Prior Bonds - 15 - Escrow Fund" (the "Escrow Fund "). The purpose of the establishment of the Escrow Fund shall be to assure the timely and advance retirement of the Prior Bonds, using a portion of the proceeds of the sale of the Bonds and other funds held by the City with respect to Prior Bonds and investment earnings thereon, all as to be specified by appropriate Officer's Certificates of the City. Section 4.07. INVESTMENT OF FUNDS. Moneys in the Improvement Fund, the Costs of Issuance Fund, the 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 Sections 4.05 and 5.07 hereof. ARTICLE V COVENANTS OF THE CITY; TAX COVENANTS Section 5.01. COLLECTION OF UNPAID ASSESSMENTS. The City shall comply with all requirements of the Act, the Bond Law and this Resolution to assure the timely collection of the Assessments, including, without limitation, the enforcement of delinquent assessments. To that end, the following shall apply: (A) The unpaid assessments as set forth on the list thereof on file with the Finance Director 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 (including any sinking payments on the Bonds) sufficient to pay the Bonds when due (including any sinking payments thereon) and such proportion of each 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 the Assessments and of the interest and penalties thereon shall be placed in the Redemption Fund. (B) The Finance Director shall, before the final date on which the Auditor will accept the transmission of the Assessments for the parcels within the Assessment District for inclusion on the next tax roll, prepare or cause to be prepared, and shall transmit to the Auditor, such data as the Auditor requires to include the installments of the Assessments on the next secured tax roll. The Finance Director is hereby authorized to employ consultants to assist in computing the installments of the Assessments hereunder and in reconciling Assessments billed to amounts received as provided in the subsection (C) of this Section 5.01. (C) The Assessments shall be payable and be collected in the same manner and at the same time and in the same installments as the general taxes on real property are payable, and have the same priority, 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. In addition to any amounts authorized pursuant to section 8682 of the Bond Law to be included with the annual amounts of installments as aforesaid, the City, pursuant to section 8682.1 of the Bond Law, may cause to be entered on the assessment roll on which taxes will next become due, opposite each lot or parcel of land within the Assessment District in the manner set forth in said section 8682, each lot's pro rata share of the estimated annual expenses of the City in connection with the administrative duties thereof for the Bonds, including, but not limited to, the costs of registration, authentication, transfer and compliance with the provisions of Article V hereof. Delinquent Assessments shall be subject to foreclosure pursuant to Section 5.02 hereof. Section 5.02. FORECLOSURE. The City hereby covenants with and for the benefit of the Owners of the Bonds that it will order, and cause to be commenced within 150 days after the occurrence of a delinquency and thereafter diligently prosecute an action in the superior court to foreclosure the lien of any Assessment or installment thereof which has been billed, but has not been paid, pursuant to and as provided in sections 8830 and 8835, inclusive, of the Bond Law. The Finance Director shall notify the City Attorney of any such delinquency of which the Finance Director is aware, and the City Attorney shall commence, or cause to be commenced, such foreclosure proceedings. The City Attorney is hereby authorized to employ counsel to conduct any such foreclosure proceedings. -17- Section 5.03. 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 such funds. Section 5.04. 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 5.05. 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. 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. Section 5.07. REBATE OF EXCESS INVESTMENT EARNINGS TO UNITED STATES. (A) Compliance with Rebate Requirements. The City shall assure compliance with applicable requirements contained in the Tax Code and Tax Regulations for rebate of excess investment earnings (as defined by the Tax Code and the Tax Regulations), if any, to the federal government. For purposes of compliance with such requirements, investment earnings on amounts in the Reserve Fund shall be withdrawn to make payment to the Federal government before any credits are made under Section 4.05 hereof. (B) 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. (C) 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 investment managers, attorneys, accountants and consultants compensated on such reasonable basis as the City may deem appropriate. (D) 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. 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 5.09. PRIVATE BUSINESS USE LIMITATION. Not more than ten percent (10 %) of the 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 Proceeds of the Bonds shall be used, directly or indirectly, to make or finance a loan (other - 18 - than loans constituting Nonpurpose Obligations or assessments) to persons other than state or local government units. Section 5.11. FEDERAL GUARANTEE PROHIBITION. The City shall not take any action or permit or suffer any action to be 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 Tax 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 Finance Director and held and maintained by the Finance Director or the Agent may be established and maintained in the accounting records of the Finance Director 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 Bonds 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 be 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 Assessment 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. VALIDITY OF BONDS. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the acquisition of the Project or upon the performance by any person or such person's obligation with respect to the Project. Section 6.05. PLEDGE OF ASSESSMENTS. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent herein provided) of all of the Assessments and all moneys deposited in the Redemption Fund and the Reserve Fund. The Assessments and all moneys deposited into said funds (except as otherwise provided herein) are hereby dedicated to the payment of the principal of (including Sinking Fund Payments), and interest and any premium on, the Bonds as provided herein and in the Bond Law until all of the Bonds have been paid and retired or until moneys or Federal Securities have been set aside irrevocably for that purpose in accordance with Section 6.03. Section 6.06. 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 6.07. AUTHORITY OF FINANCE DIRECTOR. All actions mandated by this Resolution to be performed by the Finance Director may be performed by the designee thereof or such other official of the City or independent contractor, consultant or trustee duly -20- authorized by the City to perform such action or actions in furtherance of all or a specific portion of the requirements hereof. Section 6.08. CERTIFIED COPIES. The Clerk shall furnish a certified copy of this resolution to the Finance Director, to the Agent, to DTC and to the Auditor of the County of Alameda Section 6.09. EFFECTIVE DATE OF THE RESOLUTION. This Resolution shall become effective upon the date of its adoption. * * * * * * * * * * ** PASSED AND ADOPTED this 21st day of April , 1992, by the following vote: AYES: Councilmembers Arnerich, Camicia, Lucas, Roth and President Withrow - 5. NOES: None. ABSENT /ABSTAIN: None. ATTEST: City Clerk CITY OF ALAMEDA Harbor Bay Business Park Assessment District 92 -1 Limited Obligation Improvement Bonds Series 1992 Terms and Conditions The following terms and conditions shall be part of the within Resolution Authorizing the Issuance of Bonds (the "Resolution of Issuance ") as if set forth in the text thereof: Principal Amount: Under Section 2.03, the actual principal amount of the Bonds is Principal Maturities: Under Section 2.04, the maturities and rates of interest of the Bonds are as follows: September 2 Principal Amount Interest Rate % Bond Redemption: Under Section 2.15, the Redemption Prior to Maturity provisions are as follows: Optional Redemption: Redemption Dates On or prior to March 2, 2000 September 2, 2000 or March 2, 2001 September 2, 2001 or March 2, 2002 September 2, 2002 or March 2, 2003 September 2, 2003 or March 2, 2004 September 2, 2004 and thereafter EXHIBIT A Redemption Premium ( %) 3.0% 2.0% 1.5% 1.0% 0.5% 0.0% Term Bonds: Sinking Fund Redemption Date (September 2) Principal Amount To Be Redeemed Sinking Fund Redemption Date (September 2) Principal Amount To Be Redeemed 1999 $ 2006 $ 2000 $ 2007 $ 2001 $ 2008 $ 2002 $ 2009 $ 2003 $ 2010 $ 2004 $ 2011 $ 2005 (Maturity) $ 2012 (Maturity) $ Refunding Date: Under Section 2.16, the Refunding Date is September 2, 2000. Deposits of Funds: Under Section 4.03, on the Closing Date the following amounts will be deposited to the following funds: $ to the Improvement Fund $ to the Costs of Issuance Fund $ to the Redemption Fund $ to the Reserve Fund $ to the Escrow Fund The Reserve Requirement: Under Section 4.05 of the Resolution of Issuance, the Reserve Fund shall be initially funded in an amount equal to five percent (5 %) of the principal amount of the Bonds and, thereafter, the Reserve Requirement for purposes of the Resolution of Issuance shall mean the lesser of ten percent (10% ) of the initial offering price of the Bonds as defined in the Resolution or maximum annual Debt Service on the Bonds. EXHIBIT A [FORM OF BOND] United States of America State of California County of Alameda Registered Registered Number A- - -- $ Limited Obligation Improvement Bond City of Alameda Harbor Bay Business Park Assessment District 92 -1 Series 1992 Interest Rate Maturity Date Bond Date CUSIP REGISTERED OWNER: 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 of California (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. 12197 adopted by the City Council of the City on February 4, 1992, 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 an 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, 1993 in which event it shall bear interest from its date until payment of the principal amount shall have been discharged, at the rate per annum stated above, payable semiannually on March 2 and September 2 in each year commencing on March 2, 1993. For the period during which Depository Trust Company of New York, New York, ( "DTC ") or any successor depository, is the registered owner of this bond, principal, redemption premiums, if any, and interest shall be paid by the City to DTC, or such successor depository, by wire transfer; provided that principal and redemption premiums, if any, shall be paid upon surrender to the City, at the office of the Finance Director of the City, as Authentication Agent, Registrar, Transfer and Paying Agent (the "Agent "), 2263 Santa Clara Avenue, Alameda, California 94501, of matured bonds or bonds called for redemption prior to maturity. As to any registered owner hereof other than DTC or successor depository, the principal and redemption premiums, if any, shall be payable at the office of the Agent specified above and interest shall be paid by check, draft or warrant mailed on or before any interest payment date to DTC, or any successor depository, or in the event of termination of the book entry system, to the registered owner hereof at the registered 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 15th day immediately preceding each interest payment date; provided, however, upon the request in writing of an Owner of $1,000,000 or more in aggregate principal amount of Bonds, such request having been made before the Record Date preceding an interest payment date, such interest shall be paid on such EXHIBIT B Page 1 interest payment date by wire transfer in immediately available funds to an account in the continental United States designated by such Owner to the Agent. 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, fnril tlid 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 by manual or facsimile signature by the Treasurer of the City and by the manual or facsimile signature of its City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the 30th day of April, 1992. CITY OF ALAMEDA City Clerk Treasurer EXHIBIT B Page 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 Finance Director, City: of Alameda, California, as Agent By: Agent EXHIBIT B Page 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 office 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 September or March 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 as follows: Redemption Dates Redemption Premium ( %) On or prior to March 2, 2000 September 2, 2000 or March 2, 2001 September 2, 2001 or March 2, 2002 September 2, 2002 or March 2, 2003 September 2, 2003 or March 2, 2004 September 2, 2004 and thereafter 3.0% 2.0% 1.5% 1.0% 0.5% 0.0% The Bonds maturing on September 2, 2005 and September 2, 2012 are subject to mandatory redemption, in part by lot, on September 2 in each year, commencing September 2, 1999 and September 2, 2006, respectively, from sinking fund payments from the redemption fund at a redemption price equal to the principal amount thereof to be redeemed, without premium, as follows: Sinking Fund Redemption Date (September 2) Principal Amount To Be Redeemed Sinking Fund Redemption Date (September 2) Principal Amount To Be Redeemed 1999 $ 2006 $ 2000 $ 2007 $ 2001 $ 2008 $ 2002 $ 2009 $ 2003 $ 2010 $ 2004 $ 2011 $ 2005 (Maturity) $ 2012 (Maturity) $ EXHIBIT B Page 4 This bond is not subject to refunding pursuant to the procedures of Division 11 (commencing with Section 9000) or Division 11.5 (commencing with Section 9500) of the Streets and Highways Code prior to September 2, 2000. 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. 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, addressed to the City of Alameda and on file in my office, dated the date of delivery of and payment for the bond therein described. City Clerk City of Alameda OPINION: $29,288,000 Limited Obligation Improvement Bonds, City of Alameda Harbor Bay Business Park Assessment District 92 -1 Series 1992 We have acted as Bond Counsel in connection with the issuance by the City of Alameda (the "City ") of $29,288,000 Limited Obligation Improvement Bonds, Harbor Bay Business Park Assessment District 92 -1, Series 1992, dated April 30, 1992 (the "Bonds "), pursuant to Division 10 of the Streets and Highways Code of California (the "Act ") and Resolution No. (the "Resolution ") of the City adopted April 21, 1992. 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 certified 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 city of the State of California duly organized and validly existing under and by virtue 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 liens 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. EXHIBIT B Page 5 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 to the conditions that the City comply with all requirements of the Internal Revenue Code of 1986, as amended 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 cases. Respectfully submitted, A Professional Law Corporation EXHIBIT B Page 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 UNIF GIFT MIN ACT Custodian TEN ENT -- as tenants by the (Cust) (Minor) entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with Act right of survivorship (State) and not as tenants in common ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE EXHIBIT B Page 7 (FORM OF ASSIGNMENT) For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute 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: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank of trust company NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever. EXHIBIT B Page 8 CITY OF ALAMEDA Harbor Bay Business Park Assessment District 92-1 CERTIFICATE RE RESOLUTION OF ISSUANCE The undersigned, being the Fiance Director and City Clerk of the City of Alameda, County of Alameda, California, do hereby certify that pursuant to Section 3.02 of Resolution No.12235, entitled "A Resolution Authorizing Issuance of Bonds, City of Alameda, Harbor Bay Business Park Assessment District 92 -1," (the "Resolution of Issuance ")adopted April 21, 1992 by the City Council of the City, which Section 3.02 allowed the undersigned to complete and approve changes to the Resolution of Issuance in order to accomplish the delivery of the bonds described in the Resolution of Issuance (the "Bonds ") on schedule and certain changes to the Resolution of Issuance, to conform to the purchase agreement for the Bonds and said changes are attached hereto as Attachment I and by this reference, incorporated herein and in and for the Resolution of Issuance. The provisions of Attachment I shall supersede and completely replace the corresponding provisions of the Resolution of Issuance. This Certificate and Attachment I hereto shall be attached to the Resolution of Issuance on file with the City Clerk. Dated as of April 30, 1992. Cit}lerk Finance Director ATTACHMENT I 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 and any Supplemental Resolution. Section 2.15. REDEMPTION PRIOR TO MATURITY. A) Optional Redemption. 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. Neither the failure of any Registered Owner to receive redemption notice or any defect in such notice shall affect the sufficiency of the proceedings for redemption of such Bonds. The Finance Director 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 11.1 of the Bond Law are applicable to the advance payment of assessments and to the calling of the Bonds. B) Mandatory Sinking Fund Redemption. The Outstanding Bonds maturing on September 2, 2012 (the "Term Bonds ") shall also be subject to mandatory redemption in part by lot, on September 2 in each year commencing September 2, 1999, from Sinking Fund Payments made by the City from the Redemption Fund pursuant to Section 4.04, at a redemption price equal to the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts and on September 2 in the respective years, all as set forth in Exhibit A; provided, however, if some but not all of the Term Bonds of a given maturity have been redeemed pursuant to subsection (A) above the total amount of all future Sinking Fund Payments relating to such maturity shall be reduced by the aggregate principal amount of Term Bonds of such maturity so redeemed, to be allocated among such Sinking Fund Payments on a pro rata basis in integral multiples of $5,000 as determined by the Finance Director in order to maintain substantially level debt service. Section 2.16. REFUNDING OF BONDS. The Bonds may be refunded by the City pursuant to the procedures of Divisions 11 or 11.5 of the Streets and Highways Code of California upon the conditions as set forth in appropriate proceedings therefor, all as determined by the Council; provided, however, that the Council hereby determines that the Bonds shall not be subject to such refunding procedures prior to the Refunding Date. This determination shall not apply to, or in any manner limit, advancement of the maturity of any Bond or Bonds pursuant to Parts 8, 9, 11 or 11.1 of the Bond Law, nor shall this determination apply to, or in any manner limit, the redemption and payment of any Bonds pursuant to any subsequent proceedings which provide for the payment in full of all amounts necessary to eliminate any fixed special assessment liens previously imposed upon any assessment parcel within the Assessment District. ATTACHMENT I Page 1 ATTACHMENT I CITY OF ALAMEDA Harbor Bay Business Park Assessment District 92 -1 Limited Obligation Improvement Bonds Series 1992 Terms and Conditions The following terms and conditions shall be part of the within Resolution Authorizing the Issuance of Bonds (the "Resolution of Issuance ") as if set forth in the text thereof: Principal Amount: Under Section 2.03, the actual principal amount of the Bonds is $29,288,000 Principal Maturities: Under Section 2.04, the maturities and rates of interest of the Bonds are as follows: September 2 Principal Amount Interest Rate 1993 $ 9,000 4.50 1994 769,000 4.95 1995 815,000 5.45 1996 875,000 6.00 1997 930,000 6.20 1998 990,000 6.40 2012 $ 24,900,000 7.50 Bond Redemption: Under Section 2.15, the Redemption Prior to Maturity provisions are as follows: Optional Redemption: Redemption Dates On or prior to March 2, 1999 September 2, 1999 or March 2, 2000 September 2, 2000 or March 2, 2001 September 2, 2001 or March 2, 2002 September 2, 2002 or March 2, 2003 September 2, 2003 and thereafter EXHIBIT A ATTACHMENT I Page 1 Redemption Premium ( %' 3.0% 2.0% 1.5 %. 1.0% 0.5% 0.0% Term Bonds: Sinking Fund Redemption Date (September 2) 1999 2000 2001 2002 2003 2004 2005 ATTACHMENT I Principal Amount To Be Redeemed $1,060,000 $1,135,000 $1,225,000 $1,315,000 $1,415,000 $1,525,000 $1,640,000 Sinking Fund Redemption Date (September 2) 2006 2007 2008 2009 2010 2011 2012 (Maturity) Principal Amount To Be Redeemed Refunding Date: Under Section 2.16, the Refunding Date is September 2, 2000. $1,765,000 $1,905,000 $2,045,000 $2,200,000 $2,375,000 $2,550,000 $2,745,000 Deposits of Funds: Under Section 4.03, on the Closing Date the following amounts will be deposited to the following funds: $ 9,303,722.92 to the Improvement Fund $ 492,140.00 to the Costs of Issuance Fund $ 2,434,666.39 to the Redemption Fund $ 1,464,400.00 to the Reserve Fund $14,791,986.69 to the Escrow Fund The Reserve Requirement: Under Section 4.05 of the Resolution of Issuance, the Reserve Fund shall be initially funded in an amount equal to five percent (5 %) of the principal amount of the Bonds and, thereafter, the Reserve Requirement for purposes of the Resolution of Issuance shall mean the lesser of ten percent (10% ) of the initial offering price of the Bonds as defined in the Resolution or maximum annual Debt Service on the Bonds. EXHIBIT A ATTACHMENT I Page 2 ATTACHMENT I [FORM OF BOND] United States of America State of California County of Alameda Registered Registered Number A- - -- Limited Obligation Improvement Bond City of Alameda Harbor Bay Business Park Assessment District 92-1 Series 1992 Interest Rate Maturity Date Bond Date CUSIP REGISTERED OWNER: 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 of California (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. 12197 adopted by the City Council of the City on February 4, 1992, 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 an 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, 1993 in which event it shall bear interest from its date until payment of the principal amount shall have been discharged, at the rate per annum stated above, payable semiannually on March 2 and September 2 in each year commencing on March 2, 1993. For the period during which Depository Trust Company of New York, New York, ( "DTC ") or any successor depository, is the registered owner of this bond, principal, redemption premiums, if any, and interest shall be paid by the City to DTC, or such successor depository, by wire transfer; provided that principal and redemption premiums, if any, shall be paid upon surrender to the City, at the office of the Finance Director of the City, as Authentication Agent, Registrar, Transfer and Paying Agent (the "Agent "), 2263 Santa Clara Avenue, Alameda, California 94501, of matured bonds or bonds called for redemption prior to maturity. As to any registered owner hereof other than DTC or successor depository, the principal and redemption premiums, if any, shall be payable at the office of the Agent specified above and interest shall be paid by check, draft or warrant mailed on or before any interest payment date to DTC, or any successor depository, or in the event of termination of the book entry system, to the registered EXHIBIT B ATTACHMENT I Page 3 ATTACHMENT I owner hereof at the registered 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 15th day immediately preceding each interest payment date; provided, however, upon the request in writing of an Owner of $1,000,000 or more in aggregate principal amount of Bonds, such request having been made before the Record Date preceding an interest payment date, such interest shall be paid on such interest payment date by wire transfer in immediately available funds to an account in the continental United States designated by such Owner to the Agent. 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 by manual or facsimile signature by the Treasurer of the City and by the manual or facsimile signature of its City Clerk, and has caused its corporate seal to be reproduced in facsimile hereon all as of the 30th day of April, 1992. CITY OF ALAMEDA City Clerk Treasurer EXHIBIT B ATTACHMENT I Page 4 ATTACHMENT I 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 Finance Director, City of Alameda, California, as Agent By: Agent A, EXHIBIT B ATTACHMENT I Page 5 ATTACHMENT I 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 office 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 September or March 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 as follows: Redemption Dates Redemption Premium (TO On or prior to March 2, 1999 September 2, 1999 or March 2, 2000 September 2, 2000 or March 2, 2001 September 2, 2001 or March 2, 2002 September 2, 2002 or March 2, 2003 September 2, 2003 and thereafter 3.0% 2.0% 1.5% 1.0% 0.5% 0.0% The Bonds maturing on September 2, 2012 are subject to mandatory redemption, in part by lot, on September 2 in each year, commencing September 2, 1999, from sinking fund payments from the redemption fund at a redemption price equal to the principal amount thereof to be redeemed, without premium, as follows: EXHIBIT B ATTACHMENT I Page 6 Sinking Fund Redemption Date (September 2) ATTACHMENT I Principal Amount To Be Redeemed Sinking Fund Redemption Date Principal Amount (September 2) To Be Redeemed 1999 $1,060,000 2006 $1,765,000 2000 $1,135,000 2007 $1,905,000 2001 $1,225,000 2008 $2,045,000 2002 $1,315,000 2009 $2,200,000 2003 $1,415,000 2010 $2,375,000 2004 $1,525,000 2011 $2,550,000 2005 $1,640,000 2012 (Maturity) $2,745,000 This bond is not subject to refunding pursuant to the procedures of Division 11 (commencing with Section 9000) or Division 11.5 (commencing with Section 9500) of the Streets and Highways Code prior to September 2, 2000. 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. 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, addressed to the City of Alameda and on file in my office, dated the date of delivery of and payment for the bond therein described. City Clerk City of Alameda OPINION: $29,288,000 Limited Obligation Improvement Bonds, City of Alameda Harbor Bay Business Park Assessment District 92 -1 Series 1992 We have acted as Bond Counsel in connection with the issuance by the City of Alameda (the "City ") of $29,288,000 Limited Obligation Improvement Bonds, Harbor Bay Business Park Assessment District 92 -1, Series 1992, dated April 30, 1992 (the "Bonds "), pursuant to Division 10 of the Streets and Highways Code of California (the "Act ") and Resolution No. 12235 (the "Resolution ") of the City adopted April 21, 1992. 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 certified proceedings and other certifications of public officials furnished to us, without undertaking to verify such facts by independent investigation. EXHIBIT B ATTACHMENT I Page 7 ATTACHMENT I Based upon our examination, we are of the opinion, under existing law, that: 1. The City is a municipal corporation and chartered city of the State of California duly organized and validly existing under and by virtue 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 liens 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 to the conditions that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, 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 cases. Respectfully submitted, A Professional Law Corporation EXHIBIT B ATTACHMENT I Page 8 ATTACHMENT I 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: 1'EN COM -- as tenants in common UNIF GIhi MIN ACT Custodian 1E ,N ENT -- as tenants by the (Cult) (Minor) entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with Act right of survivorship (State) and not as tenants in common ADDI'UONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE LIST ABOVE EXHIBIT B ATTACHMENT I Page 9 ATTACHMENT I (FORM OF ASSIGNMENT) For value received, the undersigned do(es) hereby sell, assign and transfer unto (Name, Address and Tax Identification or Social Security Number of Assignee) the within Bond and do(es) hereby irrevocably constitute 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: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank of trust company NOTICE: The signature on this assignment must correspond with the name(s) as written on the face of the within Bond in every particular without alteration or enlargement or any change whatsoever.