Chapter 2-7 — MARINA AND PARK AREA DEVELOPMENT REVENUE BOND LAW

Article 1 General Provisions and Definitions

This Chapter may be cited as the City of San Leandro Marina and Park Area Development Revenue Bond Law.

The City Council hereby finds and declares that it is necessary, essential, a public purpose and a municipal affair for the City to be authorized to assist in the provision of financing for the improvement and development of the marina and park areas of the City in order to promote the general public's use and enjoyment of such marina and park areas. The availability of financial assistance pursuant to this Chapter will insure the fulfillment of the City's master plan for improvement and development of the marina and park areas at a lower cost to the municipal taxpayer. Moreover, without financing available pursuant to this Chapter, the fulfillment of such master plan would be in jeopardy. The construction and operation of the facilities eligible for financing hereunder will generate employment, add to the local tax base and otherwise increase commerce and the welfare and property of the City of San Leandro.

Unless the context otherwise requires, the terms defined in this Chapter shall have the following meanings:

Bonds. "Bonds" means any bonds, notes, certificates, debentures or other obligations issued or entered into by the City pursuant to this Chapter and payable exclusively from revenues as in this Chapter defined and from any other funds specified in this Chapter upon which such obligations

may be made a charge and from which they are made payable.

City. "City" means the City of San Leandro.

Cost. "Cost" means the total of all costs incurred by or on behalf of a participating party necessary or incident to the acquisition, construction, rehabilitation or improvement of a facility, or the refunding or refinancing of obligations incurred to finance such acquisition, construction, rehabilitation or improvement. Cost shall include all such costs which under generally accepted accounting principles are chargeable to the facility's capital account (whether or not actually so charged), including, without limitation, the cost of all lands, structures, real or personal property, machinery, equipment, fixtures, furnishings, franchises, rights and interests acquired or used in connection with a facility, the cost of demolishing or removing any structures (including the cost of acquiring any lands to which such structures may be moved), the cost of engineering, architectural, financial and legal services, plans, specifications, studies, surveys, estimates, administration expenses or other expenses necessary or incident to determining the feasibility of or to acquiring, constructing, rehabilitating, improving or financing a facility, including all costs of issuance of bonds for such purposes, reserves for debt service and for repairs, replacements, additions and improvements, and capitalized bond interest for such period as the City may determine.

Council. "Council" means the City Council of the City of San Leandro.

Facility. "Facility" means any facility, place or building within a marina or park area in the City which the Council deems necessary or appropriate to provide for the full, complete and convenient public use and enjoyment of such marina or park area and which is approved by the City for financing pursuant to this Chapter.

Such facility may be public, commercial or industrial and includes, without limitation, all real and personal property, land, buildings, structures, facilities, machinery, equipment, fixtures and furnishings related to, or required or useful for the operation of, a facility, but shall not include any facility, place or building used primarily for sectarian instruction or study or as a place for devotional activities or religious worship.

Participating Party. "Participating party" means any individual, association, corporation, partnership or other entity, which, pursuant to the provisions of this Chapter, undertakes the financing of the acquisition, construction, rehabilitation or improvement of a facility or undertakes the refunding or refinancing of obligations incurred to finance such acquisition, construction, rehabilitation or improvement.

Revenues. "Revenues" means amounts received by the City as payment of principal, interest, and all other charges with respect to a loan under this Chapter, as payments under a lease, sublease or sale agreement with respect to a facility, as proceeds received by the City from mortgage, hazard or other insurance on or with respect to such a loan, lease, sublease or sale agreement, all other rents, charges, fees, income and receipts derived by the City from the financing or refinancing of a facility under this Chapter, any amounts received by the City as investment earnings on moneys deposited in any fund securing bonds, and such other legally available moneys as the Council may, in its discretion, lawfully designate as revenues.

Article 2

Financing Facilities

The City may make, purchase, or otherwise contract for the making of, a mortgage or other secured or unsecured loan, upon such terms and conditions as the City shall deem proper, to any participating party for the costs of a facility.

The City may make, purchase, or otherwise contract for the making of a mortgage or other secured or unsecured loan, upon such terms and conditions as the City shall deem proper, to any participating party to refund or refinance outstanding obligations of such participating party incurred to finance the costs of a facility, including expenses incident to paying or otherwise discharging the obligations to be refunded or refinanced, whether such obligations were incurred prior to or after the enactment of this Chapter, if the City finds that such refunding or refinancing is in the public interest and alleviates a financial or operating hardship of such participating party.

FACILITIES.

The City may acquire, construct, enlarge, remodel, renovate, alter, improve, furnish, equip, own, and lease as lessee a health facility for the purpose of selling or leasing as lessor such facility to a participating party, and may contract with such participating party to undertake on behalf of City to construct, enlarge, remodel, renovate, alter, improve, furnish and equip such facility.

The City may sell or lease, upon such terms and conditions as the City shall deem proper, to a participating party any facility owned by the City under this Chapter, including a facility conveyed to the City in connection with a financing under this Chapter, but not being financed or refinanced hereunder.

Any person may apply to the City for approval as a participating party, for approval of a facility for financing under this Chapter and for approval of the costs of such facility to be financed. Applications shall set forth such information as the City may require in order to enable the City to evaluate the applicant, the proposed facility and its proposed costs.

The City Manager may adopt rules or regulations establishing such standards, requirements and conditions applicable to the financing of facilities, the eligibility of participating parties and the costs of facilities as the City Manager deems necessary or desirable to effectuate the purposes of this Chapter.

The City may charge participating parties application, commitment, financing and other fees, in order to recover all administrative and other costs and expenses incurred in the exercise of the powers and duties conferred by this Chapter.

The City may obtain, or aid in obtaining, from any department or agency of the United States or of the State of California or any private company, any insurance or guarantee as to, or of, or for the payment or repayment of, interest or principal, or both, or any part thereof, on any loan, lease or sale obligation of any instrument evidencing or securing the same, made or entered into pursuant to the provisions of this Chapter; and may accept payment in such manner and form as provided therein in the event of default by a participating party, and may assign any such insurance or guarantee as security for bonds or loans.

The City may fix rents, payments, fees, charges and interest rates for financing under this Chapter and may agree to revise from time to time such rents, payments, fees, charges and interest rates to reflect changes in interest rates on bonds and loans, losses due to defaults or changes in other expenses related to this Chapter, including City administrative expenses.

The City may hold deeds of trust, mortgages or security interests in personal property as security for loans and other obligations of participating parties under this Chapter and may pledge or assign the same as security or repayment of bonds. Such deeds of trust, mortgages or security interests may be assigned to, and held on behalf of the City by, any bank or trust company appointed to act as trustee by the City in any resolution or indenture providing for issuance of bonds.

The City may employ such engineering, architectural, contracting, financial, accounting, legal or other services as may be necessary in the judgment of the City for the purposes of this Chapter.

In addition to all other powers specifically granted by this Chapter, the City may do all things necessary or convenient to carry out the purposes of this Chapter.

Article 3

Bonds

The City may, from time to time, issue bonds for any of the purposes specified in Sections 2-7-200, 2-7-205 and 2-7-210. Bonds shall be negotiable instruments for all purposes, subject only to the provisions of such bonds for registration.

Every issue of bonds shall be a limited obligation of the City payable from all or any specified part of the revenue and the moneys and assets authorized in this Chapter to be pledged or assigned to secure payment of bonds. Such revenues, moneys or assets shall be the sole source of repayment of such issue of bonds. Bonds issued under the provisions of this Chapter shall not be deemed to constitute a debt or liability of the City or a pledge of the faith and credit of the City but shall be payable solely from specified revenue, moneys and assets. The issuance of bonds shall not directly, indirectly, or contingently obligate the City to levy or pledge any form of taxation or to make any appropriation for their payment.

All bonds shall contain on the face thereof a statement of the following effect:

Neither the faith and credit nor the taxing power of the City is pledged to the payment of the principal of or premium or interest on this bond.

In determining the amount of bonds to be issued, the City may include all costs of the issuance of such bonds, reserve funds and capitalized bond interest.

Bonds may be issued as serial bonds, term bonds, installment bonds or pass-through certificates or any combination thereof. Bonds shall be authorized by resolution of the Council and shall bear such date or dates, mature at such time or times, bear interest at such fixed or variable rate or rates be payable at such time or times, be in such denominations, be in such form, either coupon or registered, carry such registration privileges, be executed in such manner, be payable in lawful money of the United States of America at such place or places, be subject to such terms of redemption and have such other terms and conditions as such resolution or any indenture authorized by such resolution to be entered into by the City may provide. Bonds may be sold at either public or private sale and for such prices as the City shall determine.

Any resolution authorizing any bonds or any issue of bonds, or any indenture authorized by such resolution to be entered into by the City, may contain provisions respecting any of the following terms and conditions, which shall be a part of the contract with the holders of such bonds:

(a) the terms, conditions and form of such bonds and the interest and principal to be paid
thereon,

(b) limitations on the uses and purposes to which the proceeds of sale of such bonds may be applied, and the pledge or assignment of such proceeds to secure the payment of such
bonds,

(c) limitations on the issuance of additional bonds, the terms upon which additional bonds may
be issued and secured, and the refunding of outstanding bonds,

(d) the setting aside of reserved and sinking funds and the regulation and disposition thereof,

(e) the pledge or assignment of all or any part of the revenues and the use and disposition
thereof, subject to such agreement with the holders of bonds as may then be outstanding,

(f) limitation on the use of revenues for expenditures for operating, administration or other
expenses of the City,

(g) specification of the acts or omissions to act which shall constitute a default in the duties of
the City to holders of such bonds, and providing the right and remedies of such holders in
the event of default, including any limitations on the right of action by individual
bondholders,

(h) the appointment of a corporate trustee to act on behalf of the City and the holder of its bond,
the pledge or assignment of loans, deeds of trust, mortgages and any other contracts or
agreement to such trustee and the rights of such trustee,

(i) the procedure, if any, by which the terms of any contract with bondholders may be
amended or abrogated, the amount of such bonds the holders of which must consent
thereto, and the manner in which such consent may be given, and

(j) any other provisions which the Council may deem reasonable and proper for the purposes
of this Chapter and the security of the bondholders.

Any pledge of revenues or other moneys or assets pursuant to the provisions of this Chapter shall be valid and binding from the time such pledge is made. Revenues, moneys and assets so pledged and thereafter received by the City shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the City irrespective of whether such parties have notice thereof. Neither the resolution nor any indenture by which a pledge is created need be filed or recorded except in the records of the City.

Neither the members of the Council, the officers or employees of the City, nor any person executing any bonds shall be liable personally on the bonds or be subject to any personal liability or accountability by reason of the issuance thereof.

The City shall have the power out of any funds available therefor to purchase its bonds. The City may hold, pledge, cancel, or resell such bonds, subject to and in accordance with agreement with the bondholders.

Any holder of bonds issued under the provisions of this Chapter or any of the coupons appertaining thereto, and any trustee appointed pursuant to any resolution authorizing the issuance of bonds, except to the extent the right thereof may be restricted by such resolution or any indenture authorized thereby to be entered into by the City, may, either at law or in equity, by suit, action, mandamus, or other proceedings, protect or enforce any and all rights specified in law or in such resolution or indenture, and may enforce and compel the performance of all duties required by this Chapter or by such resolution or indenture to be performed by the City or by any officer, employee, or agent thereof, including the fixing, charging, and collecting of rates, fees, interest and charges authorized and required by the provisions of such resolution or indenture to be fixed, charged and collected.

(a) The City may issue bonds for the purpose of refunding any bonds then outstanding including the payment of any redemption premiums thereof and any interest accrued or to accrue to the earliest or any subsequent date or dates of redemption, purchase, or maturity of such bonds.

(b) The proceeds of bonds issued for the purpose of refunding any outstanding bonds may, in the discretion of the City, be applied to the purchase or retirement at maturity or redemption of such outstanding bonds, either at their earliest or any subsequent redemption date or dates or upon the purchase or retirement at the maturity thereof and may, pending such application, be placed in escrow, to be applied to such purchase or retirement at maturity or redemption on such date or dates as may be determined by the City.

(c) Pending use for purchase, retirement at maturity or redemption of outstanding bonds, any proceeds held in escrow pursuant to subdivision (b) may be invested and reinvested as provided in the resolution or indenture. Any interest or other increment earned or realized on any such investment may be applied to the payment of the outstanding bonds to be refunded or to the payment of interest on the refunding bonds.

(d) All bonds issued pursuant to this section shall be subject to the provisions of this Chapter in the same manner and to the same extent as other bonds issued pursuant to this Chapter.

In anticipation of the sale of bonds, the City may issue bond anticipation notes and may renew the same from time to time. Such notes shall be payable from any revenues or other moneys authorized by this Chapter to be pledged to secure payment of bonds which are not otherwise pledged, or from the proceeds of sale of the bonds in anticipation of which they were issued. Such notes shall be issued in the same manner as bonds. Such notes and the resolution or indenture providing for their issuance may contain any provisions, conditions or limitations which a bond, or resolution or indenture providing for the issuance thereof, may contain.

The validity of the authorization and issuance of any bonds is not dependent on and shall not be affected in any way by any proceedings taken by the City for the making of any loan or the entering into of any agreement, or by the failure to make any loan or enter into any agreement, for which bonds are authorized to be issued under this Chapter.

Article 4

Supplemental Provisions(Legislative History: Ordinance No. 80-43, 9/15/80)

This Chapter being necessary for the welfare of the City and its inhabitants, shall be liberally construed to effect its purposes.

If the jurisdiction of the Council to order the proposed act is not affected, any omission of any officer or the City in proceedings under this Chapter or any other defect in the proceedings shall not invalidate such proceedings or the bonds issued pursuant to this Chapter.

This Chapter is full authority for the issuance of bonds by the City for the purposes specified herein.

This Chapter shall be deemed to provide a complete, additional and alternative method for doing the things authorized thereby, and shall be regarded as supplemental and additional to the powers conferred by other laws. The issuance of bonds under the provisions of this Chapter need not comply with the requirements of any other law applicable to the issuance of bonds. The purposes authorized hereby may be effectuated and bonds may be issued for any such purposes under this Chapter notwithstanding that any other law may provide for such purposes or for the issuance of bonds for like purposes and without regard to the requirements, restrictions, limitations, or other provisions contained in any other law.

To the extent that the provisions of this Chapter are inconsistent with the provisions of any general statute or special act or parts thereof the provisions of this Chapter shall be deemed controlling.