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HomeMy WebLinkAbout1986-140 pi il SBE 066-51/1628S/k1 04/09/86 #58 RESOLUTION NO. 86-140 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN AMENDMENT NO. 2 TO THE INDENTURE OF TRUST, A CERTAIN AMENDMENT NO. 2 TO THE LOAN AGREEMENT AND A CERTAIN INTERCREDITOR AGREEMENT IN CONNECTION WITH ITS CITY OF SAN BERNARDINO, CALIFORNIA, MULTIFAMILY HOUSING REVENUE BONDS 1985 SERIES (CASTLE PARK APARTMENTS PROJECT) WHEREAS, the City of San Bernardino, California (the "City"), is authorized and empowered by Ordinance No. 3815, as amended (the "Ordinance"), to make construction loans and mortgage loans to finance various types of projects, as defined in the Ordinance, and to issue its special revenue bonds for the purpose of enabling various developers to finance the cost of such projects, and has amended the same from time to time; and WHEREAS, said Ordinance IS intended to finance the development of industry and commerce and to thereby broaden the employment opportunities and to increase the availability of safe and sanitary housing which is affordable at rental rates by persons and families in the lower end of the rental spectrum and there is a consequent need to encourage the construction or development of rental units affordable by such persons and otherwise to increase the rental housing supply in the City for such persons without any liability to the City whatsoever; and - 1 - WHEREAS, the City is authorized and multifamily mortgage revenue bonds pursuant to Code Section 52000, et ~. (the "Act"); and empowered to issue Hea 1 th and Safety WHEREAS, CastleBar, Inc., a California corporation, or its successors or assigns (the "Developer"), has previously submitted a certain application (the "Application"), to the Mayor and Common Council of the City of San Bernardino, California (the "Mayor and Common Council"), for tax-exempt financing for a certain multifamily rental housing development pursuant to Ordinance 3815, as amended, as more fully described in said Application (the "Project"); and WHEREAS, the Mayor and Common Council, pursuant to its Resolution No. 85-476, adopted on November 18, 1985, approved, among other items, the execution and delivery of a certain Indenture of Trust by and between the City and Security Pacific National Bank, as Trustee (the "Trustee"), dated as of November 1, 1985 (the "Indenture") and a certain Loan Agreement by and among the City, the Trustee, and the Developer dated as of November 1, 1985 (the "Loan Agreement"); and WHEREAS, the Indenture has provided for the issuance by the Ci ty of its $20,400,000 Ci ty of San Bernardino, Ca 1 i fornia, Multifamily Housing Revenue Bonds, 1985 Series A (Castle Park Apartments Project) (the "Bonds"), for the purpose of providing funds to pay a portion of the cost of the Project of the Developer; and - 2 - WHEREAS, the Mayor and Common Council, pursuant to its Resolution No. 86-63, adopted on March 3, 1986, approved a certain Amendment No. 1 to the Indenture of Trust by and between the Ci ty and the Trustee, dated as of February 26, 1986, and a certain Amendment No. 1 to the Loan Agreement by and among the Ci ty, the Trustee and the Developer dated as of February 26, 1986; and WHEREAS, the Bank of Tokyo, Ltd., Los Angeles Agency, has proposed to deliver to the Trustee its irrevocable direct-pay Letter of Credit as further security for the repayment of the obligation of the Developer to the City pursuant to the Loan Agreement, as amended; and WHEREAS, Section 10.01{iii) of the Indenture provides that the Ci ty and the Trustee may modify or amend the Indenture at any time by entering into a supplemental indenture, without the consent of any bondholders, to subject the Indenture to additional revenues, properties or collateral, including the Letter of Credit, which does not have an adverse effect upon the interest of the Bond Owners; and WHEREAS, Section 6.3 of the Loan Agreement and Section 11.0l{i) of the Indenture provide that the Trustee, the City and the Developer may enter into any amendment of the Loan Agreement as may be required to grant to the City and the Trustee additional rights, remedies, ~owers or authori ties, including those granted by delivery of the Letter of Credit to the Trustee, which In the opinion of Bond Counsel. does not have an adverse effect upon the interest of the Bond Owners; and - 3 - WHEREAS, Section 5.17 of the Indenture provides that, on or before the Letter of Credi t Date, the Trustee and the Issuer agree to enter into any Intercredi tor Agreement, if and to the extent necessary, to effect the purposes of the Indenture; and WHEREAS, it is now desirable for the City to approve a certain Amendment No. 2 to the Indenture of Trust in the form as on fi Ie wi th the Ci ty Clerk ("Amendment No. 2 to the Indenture of Trust"), a certain Amendment No.2 to the Loan Agreement in the form as on file with the City Clerk ("Amendment No.2 to the Loan Agreement") and a certain Intercreditor Agreement in the form as on file with the City Clerk (the "Intercreditor Agreement"); and WHEREAS, all acts, conditions and things required by the Ordinance, and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the aforesaid multifamily residential mortgage revenue bonds exist, have happened, and have been performed in regular and due time, form and manner as required by law, and the City has duly authorized, pursuant to each and every requirement of law, the issuance of such multifamily residential mortgage revenue bonds for the purpose, In the manner and upon the terms therein provided. - 4 - NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. true and correct. The above reci tals, and each of them, are Section 2. The Mayor and Common Council hereby approves the form of Amendment No.2 to the Indenture of Trust, the form of Amendment No.2 to the Loan Agreement and the form of the Intercreditor Agreement. The Mayor and Common Council further authorizes the execution of the final form of Amendment No.2 of the Indenture of Trust, Amendment No. 2 to the Loan Agreement and the Intercreditor Agreement when the same shall be presented for execution by the Mayor and Ci ty Clerk of the Ci ty or such other appropriate City official, subject to such changes, additions or deletions as may be recommended by the City Attorney and Bond Counsel. The execution thereof by the Mayor and City Clerk of the City or such other appropriate City official shall be deemed to be conclusive as to the approval thereof by and on behalf of the City. Section 3. This Resolution and the final version of the Amendment No. 2 of the Indenture of Trust, Amendment No. 2 to the Loan Agreement and the Intercreditor Agreement will be subject to the approval of the City Attorney. - 5 - Section 4. This Resolution shall take effect upon adoption. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Cornmon Counci 1 of the Ci ty of San Bernardino at a regular meeting thereof, held on the ?l!=:T day of ~pril , 1986, by the following vote, to wit: AYES: Council Members Estrada, Reilly. Hernandez. Marks, Ouiel. Frazier. Strickler NAYS: None ABSENT: None ~~A'/~'/ Cit:'}r Clerk The foregoing resolution is hereby approved this c2j/dA-- day of April , 1986. 1 l./. Mayor of the City San Bernardino Approved as to form: ~/I~ ~~.city Attorney - 6 - r- 1 ! "'"'I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A G R E E MEN T (subdivision improvements) THIS AGREEMENT is made and entered into this /><"1,_ day of h,cu' . 198&. by and between the CITY OF SAN BERNARDINO a muni~iPa1Jcorporation. hereinafter referred to as "City". and CASTLEBAR, INC. , hereinafter referred to as "Subdivider". R E C I TAL S : Subdivider has presented to City for approval a final sub- division map (hereinafter called "map") entitled II TR 12824 II The map has been filed with the City for presentation to the City Council (hereinafter called "Council") of the City for its approval, which map is hereby referred to and incorporated herein. ~iJ Subdivider has requested approval of the map prior to the con- struction and completion of improvements, including all streets, highways or public ways and public utility facilities which are a part of, or appurtenant to, the subdivision (hereinafter called "subdivision") designated in the map, all in accordance with, and as required by, the plans and specifications for all or any of said improvements in, appurtenant to, or outside the limits of subdivision, which plans and specifications are now on file in the office of the City Engineer of City. Council has approved said map and accepted the dedications therein offered, or some thereof, on condition that Subdivider first enter into and execute this agreement with the City. r-- 1 I I I 2 I I 3 II 4 II !! II I' 5 II II 6 Ii II 7 I I 8 I I 9 II 10 I 11 II II 12 I! [I 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 This agreement is executed pursuant to the provisions of the Sub- division Map Act of the State of California and Title 18 San Bernardino Municipal Code. NOW, THEREFORE, for and in consideration of the approval of the map and of the acceptance of the dedications or some thereof, therein offered, and in order to insure satisfactory performance by Subdivider of Subdivider's obligations under said Subdivision Map Act and said Ordinance, the parties agree as follows: 1. Performance of Work Subdivider will do and perform, or cause to be done and performed, at Subdi vi del'" s own expense, in ,1 good and workmanlike manner, and furnish all required materials, all to the satisfaction of the City Enginee~ of City the work and improvements within (and/or wi~hout) the subdivision to complete the improvements in accordance with the plans and specifications on file ~~ hereinbefore specified, or with any changes required or ordered by said Engineer, which in his opinion are necessa~1 or required to complete the work. 2. Work: Places and Grades to be Fixed by Engineer All of said work is to be done at the places, of the materials, in the manner, and at the grades, all as shown upon the plans and specifications therefor, here- tofore approved by City Engineer and which are now on file in his office, and to the satisfaction of said City Engineer. 3. Work: Time for Commencement and Performance City hereby fixes the time for the completion of said -2- -r-- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 24 months 4. work to be within from the date hereof. Time of Essence - Extension Time is of the essence of this agreement; provided, that in the event good cause is shown therefor, the City Enqineer ma," extend the time for completion of the improvements hereunder. Any such extension may be granted without notice to the Subdivider's surety, and extensions so granted shall not relieve the suretv.s liability on the bond to secure the faithful nerformance of this agreement. The City Engineer shall be the sole and final judge as to whether or not good cause has been shown to entitle Subdivider to an exten- sion. 5. Repairs and Replacements Subdivider shall replace, or have rer1aced, or renair, or have repaired, as the case may be, all nines and monuments shown on the map which have been destroyed or damaged, anq Subdivider shall re- nla~e cr bave renlaced, repair, or have repaired, as the case may be, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed bv reason of any work done hereunder, whether such oroperty be owned bv the Uni ted States or . any agency thereof, or the State of California, or any aqencv or pol itica1 subdivision thereof, or by the City or by anv publ ic or private corporation, or bV any nerson whomsoever, or bv any combina- tion of such owners. Any such re~air or replacement shall be to the satisfaction, and subject to the anproval, of the City Engineer. Uti1 ity Denosits - Statement Subdivider shall file with the City Clerk, prior to the commencement 6. - 3 - 11 I 1 II II 2 ,I 3 II II 4 II iI II II 5 II II 6 II 7 II I 8 I II 9 10 d II 11 \1 II 12 Ii I 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I-- I of any work to be performed within the area delineated on the man, a written statement signed bv Subdivider, and each public utility corporation involved, to the effect that Subdivider has made all deposits legally required by such public utility cornoration for the connection of any and all public utilities to be supplied by such public utility cornoriltion within the Subdivision. , , . Permits: Comp 1 i ance ,~i th Law Subdivider shall, at Subdivider's expense, obtain all necessarv permits and licenses for the construction of such improvements, give all necessarv notices and pav all fees and taxes reouired bv law. Subdivider shall comply with all nrovisions of the Subdivi- sion Map Act and Title 18 San Bernardino ~un;cipal Code. 8. Suoerintendence by Subdivider Subdivider shall give personal superintendence to the work on said improvement, or have a competent foreman or Superintendent, satisfactory to the City Engineer on the work at all times during progress, with authority to act for Subdivider. 9. Inspection by City Subdivider shall at all times maintain proper facilities and provide safe access for inspection bv City, to all Darts r.f the work, and to the shoos wherein the work is in preoaration. 10. Contract Security Concurrentl V wi th the executi on hereof, S ubdi vi der she 11 furn i sh to City imnrovement securitv as follows: (1) An amount eQual to at least one hundred Dercent of the total estimated cost of the imnrovement and acts to be performed as sec~ritv for'the faithful performance of this agreement; - 4 - 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 (2) An amount equal to at least fiftv percent of the total estimated cost of the improvements and acts to be nerformed as security for the payment of all persons performing labor and furnishing mater- ia1s in connection with this agreement; and (3) An amount eoual to at least twenty-five percent of the total est.!mat.ed cost of the improvements and acts to be oerforrned es security for the guarantee and warranty of the work for a neriod of one (1) year following the completion and accentance thereof against any defective work or labor done, or defective materials furnished. As a part of the obligation guaranteed bv the security and in add- ition to the face amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees incurred bv City in successfully enforcing the obligation secured. The type of security furnished shall be in the form of bonds, deposits or letters of credit as provided in Title 18 San Bernardino ~unicina1 Code; and the type shall be at the option of and subject to the annroval of the City Engineer and the City Attorney. Hold Harmless Agreement Subdivider hereby aqrees to, and shall, hold City, its elective and apoointive boards, commi ssions, officers, agents and employees, ranr1ess from any liability for damage or clai;-:ls foY' damage for personal injury, incllldinq death, as "/e11 as from claims for prouertv damage whi ch may arise from Subdivider's or Subdivider's contractors', subcontractors', aqents' or employees' operations under this agreement, whether such onerations be by Subdivider or by any of Subdivider's contractors, subcontractors, or by and one or more persons directly or indirectly employed by, or acting as agent for, Subdivider or any of Subdivider's contractors or subcontractors. Subdivider a~rees to, and shall, defend City, and its - 5 - ..,.--- 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 ap~ointive boards, commissions, officers, agents and emoloyees from any suits or actions at law or in eauitv for damages caused, or alleged to have beep caused, by reason of any of the aforesaid operations, provided as follows: a. That City does not, and shall not, It/aive any rights against Subdivider which it may have by reason of the aforesaid hold harmless agreement, because of the acceptance by City, or the deposit with City by Subdivider, or cny cf the insurance policie described in Paragraph 12 hereof. b. That the aforesaid hold harmless agreement by Subdivider shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffereo, bv reason of any of the aforesaid operations referred to in this paragraph, regardless of whether cr' not City has orepared, supplied or approved of, nlans and/or specifications for the subdivision, or regardless of whether or not such iQ~urance policies shall have been determined to be applicable to any of such damages or claims for damages. 12. Subdivider's Insurance Subdivider shall not commence work under this agreement until Subdivider shall hav,z obtained all insurance required under this oaragranh and such insurance shall have been aporoved by City Attornev as to form, amount and carrier, nor shall Subdivider allow any contractor or Sub- contractor to cOITlTlence vlcrk en hi s contract or subcon tract unti 1 a 11 similar insurance required of the contractor or subcontractor shall have been so obtained and approved. All reouirements herein provided shall ap~ear either in the body of the insurance policies or as endorse- ments and shall specifically bind the insurance carrier. 9 - 6 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 I 23 I 24 I i 1 25 I I 26 .1 II :1 il 27 I Ii 28 II II II II a. Compensation Insurance Subdivider shall maintain, durinq the life of this agreement, Workmen1s Compensation Insurance for all Subdivi~er's emolovees employed at the site of imorovement, and in case any work ;s sublet, Subdivider shall require any contractor or subcontractor similarlv to provide Workmen1s Comoensation Insurance for all contractor1s or subcontractorls emnloveps, unless such emoloyees are covered by the protection afforded bv Subdivider. In case any class of employees engaged in work under this agreement at the site of the project is not protected under any Workmen's ComPAnsvticn Law, Subdivider shall provide and shall cause each contractor and subcontractor to provide, adequate insurance for the protection of employees not otherwise nrotected. Subdivider shall indemnify Citv for any damage resulting to it from failure of either Subdivider or any contractor or subcontractor to take out or maintain such insurance. b. Public Liablity and Property Damage Insurance Subdivider shall take out and maintain durinq the life of this agreement such public liability and orooertv damage insurance as shall insure City, its elective and anoointive boards, commts- sions, officers, agents and employees, Subdivider and any contra( tor or subcontractor performing work covered by this agreement from claims for damages for personal iniurv, including rleath, as well as from claims for oronerty damaqe which may arise from Subc.1ividerl!:. at' any contractor's or subcontractor's operati ons hereunder, whether such operatioPs be by Subdivider or any contractor or subcontractor, or bv anyone directly or indirectly employed by either Subdivider or any contractor os subcontractor~ and the amounts of such insurance shall be as follows: - 7 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 (1) Public Liability Insurance In an amount not ~ESS than $ 100.000.00 for injuries, including, but not limited to, death, to any one oerson and, subj ect to the same 1 i mi t for each person, in an amount not less than $ 300,000.00 on account of anyone occurrence; (2) Property Damage Insurance In an amount not less than $ 50,000.00 for damage to the pronerty cf each person on account of any one occurren ce. I~ the event that any of the aforesaid insurance policies provided for in this Paragraph 12 insures any entity, oerson, board or commission other than those mentioned in this para- graph, such policv shall contain a standard form of cr0SS- liability endorsement, insuring on such policy Citv, its elective and appointive boards, commtssions, officers, agents and employees, Subdivider and any contractor 0r subcortractor performing work covered by this agreement. 13. Evidence of Insurance Subdivider shall furni sh Ci ty concurrently \~i th the executi on hereof, with satisfactory evidence of the insurance required, and evidence that each carrier is required to give Citv at least ten days prior notice of the cancellation or reduction in coverage of any policy during the effective I)eriod of this agreement. 14. Title to Improvements Title to, and ownership of, all improvements constructed hereunder bv Subdivider shall vest absolutely in City, upon completion and acceptance of such improvements by City. 28 - 8 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 I I 17 II 18 I I 19 I II 20 II 21 II 22 ,I ;1 ;i 23 II :1 24 jl 25 II 26 Ii II II Ii 27 :\ II Ii 28 11 11 II II II II !I II 15. Repair or Reconstruction of Defective Work If, within a period of one year after final acceptance of the work oerformed under this agreement, any structure or nart of any strllct\lre furni!ihec: clnd/or instal~ed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the requirements of this agreement or the specifications referred to herein, Sub- divider shall without delay and without any cost to City, renair or replace or reconstruct anv defective or otherwise unsat~sfact- ory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the Subdivi&~r can ~e ratified, City may a its opticn, make the necessary renairs or replacements or perform the necessary work and Subdivider shall nay to City the actual cost of such repairs plus fifteen percent (15%). 16. Subdivider Not Agent of City Neither Subdivider nor any of Subdivider's agents or contractors are or shall be considered to be ~0Pnts of Citv in connection with the performance of Subdivider's obligations under this agreement. 17. Cost of Engineering and Inspection Subdivider shall pay to City the costs of all permit fees fo~ all engineering inspections and ot'ler services connected with the City in regard to the subdivision. Said fees shall be paid prior to commencing any construction. 18. Notice of Breach anc Defau1t If Subdivider refuses or fails to obtain orosecution of the work, or any severable part thereof, with such diliqence as will insure its completion within the time specified, or any extensions thero-F or fails to obtain completion of said work within such time, or if - 9 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 19 25 26 27 20. 28 the Subdivider should be adjud~Jed a bankrupt, or Subdivider should make a general assion llcnt for the lJenefit of Subdivider's creditors, or if a receiver should be appointed in the event of S l.tb d i \' i c: E r' sin sol ve n c y, 0 r i f Sub (~ i vie E r, 0 ran v 0 f Sub d i v ide r I s - ~ contractors, subcontractors, agents or employees, should violate any of the provisions of this a9l~eernent, City Engineer or City Council may serve written notice upon Subdivider and Subdivider's 'surety of breach of this agreement, or of any portion thereof, and default of Subdivider. Breach of Agreement; Perfonnance r", Surety or City In the event of any such notice, Subdivider's surety shall have the duty to take ovc.:r anc cOrT:nlete the vlOrk and the improvement herein specified; provided, however, that if the suretv, within five days after the serving upon if of such notice of breach, does not give City written notice of its intention to take over the performance of the contract, and does not commence perforTTl(tnc( t~ereof within five days after notice to City of such election, City may take over the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account and c.t the expense of Subdi\'idEr, and Subdivider's surety shall be liable to City for any excess cost or damages occasioned City thereby; and, in such event, City, without liabi- lity for so doing, may take possession of, and utilize in com- pleting the work, such materials, apoliances, plant and other property belonging to Subdivider as may be on the site of the work and necessary therefor. Notices All notices herein required shall be in writing, and delivered in person or sent bV registered mail, postage prepaid. - 10 - 1 2 3 4 Notices required to he given to City shall be addressed as follows: City Administrator, City Hall, 300 North "Oil Street, San Bernardino, California 92418. Notices reauired to be given to Subdivider shall be addressed as follows: v 5 6 417 South Hill Street, Suite 500, Los Angeles, California 90013 7 Notices required to be given surety of Subdivider shall be addressed as 8 follows: 417 South Hill Street, Suite 500, Los Angeles, 9 California 90013 10 Provided that any party or the surety may change such address bv notice in 11 writing to the other party and thereafter notices shall be addressed and 12 transmitted to the new address. 13 IN WITNESS WHEREOF, the parties hereto have executed this agreement on 14 the day and vear first above written. 15 16 ATTEST: 17 ~IT .F SAN BERNAR~INO/ -~)/~ By: ~ "- /t\~ . Mayor (/ 18 19 20 21 22 23 24 25 26 27 28 ~Zf:/~~ .,(i ty Clerk SUBOIVlflER C i tv Attorney Anproved as to form: B INSTRIJr:TI0NS If the Subdivider is a corporation, the agreement must be executed in e corporate name and signed by the President or a "ice-President a~d the - 11 - State of California County of Los Angeles -- .. ~._---~"'"~ .-.. . OFF'r:~ \L SEAL ". M CARMEU A GALLlCCHIO It. . NOTARY PUBLIC - CALIFORNIA LOS ANGflES COUN1Y My comm. expires 1ft 21. 1_ 417 S. "iff, SUite 500, Las Anletes, CA 10013 PARTNERSHIP ACKN'OWLEDGMENT FORM 7130052 } 55. ~ On this the ~ day of May 1986 ,before me, M. Carmella Gallicchio the undersigned Notary Public, personally appeared Robert A. Staniec & Larry B. Harvey ~ personally known to me o proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of the partnership, and acknowledged to me that the partnership executed it. >>;~ES~))Y hand and O,ffiCial seal; " II /. . i I .7..'1 J/ ,: ( /?(~ ~-._."O-:)~ (7 1::C t! ("' ~r ..$- Notary's Signature NATIONAL NOTARY ASSOCIATION · 23012 Ventura Blvd.. Woodland Hills, CA 91364 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Secretary or ~ssistant Secretary, and the corporate seal affixed. If the Subdivider is a partnership, it must be signed bv all partners. If the Subdivider is an individual doing business under a fictitious name, it must be signed by all nersons having an interest in the business, and the ficti- tious name must be signed also. The agreement must be notarized bv the Subdivider. '- - 12 -