HomeMy WebLinkAbout1980-134 CITY OF SAN BERNARDINO
SAN BERNARDINO COUNTY
CALIFORNIA
RESOLUTION NO.
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE ISSUANCE OF SINGLE FAMILY
RESIDENTIAL MORTGAGE REVENUE BONDS FOR THE PURPOSE OF MAKING
MORTGAGE LOANS TO FINANCE RESIDENTIAL HOUSING.
[GENERAL RESOLUTION]
60,005-39-2 4/21/80
RESOLUTION NO. .........
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE ISSUANCE OF SINGLE FAMILY RESIDENTIAL MORTGAGE
REVENUE BONDS FOR THE PURPOSE OF MAKING MORTGAGE LOANS TO FINANCE
RESIDENTIAL HOUSING.
[GENERAL RESOLUTION]
TABLE OF CONTENTS
Section Page
Recitals....................................................................................................................................................... 1
ARTICLE I
DEFINITIONS AND SECURITY
1.01. Definitions..................................................................................................................................... 1
1.02. Security and Nature of Bonds.................................................................................................... 12
ARTICLE II
THE BONDS
2.01. Authorization................................................................................................................................ 13
2.02. Terms of Bonds............................................................................................................................ 13
2.03. Forms of Bonds............................................................................................................................ 14
2.04. Execution of Bonds...................................................................................................................... 14
2.05. Types of Bonds, Registration, Discharge and Exchange.......................................................... 15
2.06. Bond Register............................................................................................................................... 15
2.07. Temporary Bonds......................................................................................................................... 15
2.08. Bonds Mutilated, Lost, Destroyed or Stolen............................................................................. 15
ARTICLE III
PROCEEDINGS FOR THE ISSUANCE OF BONDS
3.01. Series Resolution.......................................................................................................................... 16
3.02. Provisions for Issuance of Bonds................................................................................................ 16
3.03. Issuance and Delivery of Bonds.................................................................................................. 17
3.04. Conditions Precedent to Delivery of Bonds............................................................................... 17
3.05. Refunding Bonds.......................................................................................................................... 18
3.06. Validity of Bonds......................................................................................................................... 18
ARTICLE IV
REDEMPTION OF BONDS
4.01. Privilege of Redemption and Redemption Price....................................................................... 19
4.02. Optional Redemption at the Election or Direction of the City............................................... 19
4.03. Mandatory Redemption Otherwise Than at City's Election or Direction.............................. 19
4.04. Selection of Bonds to be Redeemed........................................................................................... 19
4.05. Notice of Redemption ................................................................................................................. 19
4.06. Redemption Fund......................................................................................................................... 20
4.07. Partial Redemption of Fully Registered Bonds......................................................................... 20
4.08. Payment of Redeemed Bonds..................................................................................................... 20
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t
Section Page
ARTICLE V
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS
5.01. General.......................................................................................................................................... 21
5.02. Funds and Accounts.................................................................................................................... 21
5.03. Disposition of Bond Proceeds...................................................................................................... 21
ARTICLE VI
APPLICATION OF REVENUES AND OTHER MONEYS
6.01. Revenue Fund............................................................................................................................... 23
6.02. Interest Account........................................................................................................................... 23
6.03. Principal Account......................................................................................................................... 23
6.04. Mortgage Reserve Fund.............................................................................................................. 24
6.05. Debt Service Reserve Fund......................................................................................................... 25
6.06. Operating Fund............................................................................................................................ 25
6.07. Asset Accumulation Fund........................................................................................................... 26
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
7.01. Moneys Deposited to be Held in Trust..................................................................................... 27
7.02. Security for Deposits................................................................................................................... 27
7.03. Investment of Funds and Accounts............................................................................................ 27
7.04. Debt Service Reserve Fund Investment Restrictions................................................................ 28
7.05. Mortgage Reserve Fund Investment Restrictions..................................................................... 28
7.06. Transfer to Revenue Fund.......................................................................................................... 28
ARTICLE VIII
PROGRAM COVENANTS AND OTHER COVENANTS OF THE CITY
8.01. Purchase and Making of Mortgage Loans................................................................................ 28
8.02. Enforcement of Mortgage Loans and Mortgage Loan-Purchase Agreements....................... 29
8.03. Sale of Mortgage Loans.............................................................................................................. 29
8.04. Amendment of Mortgage Loans................................................................................................. 30
8.05. Power as to Mortgage Loans...................................................................................................... 30
8.06. Payments of Bonds ...................................................................................................................... 30
8.07. Further Assurances...................................................................................................................... 30
8.08. Power to Issue Bonds and Make Pledges.................................................................................. 30
8.09. Accounts and Reports.................................................................................................................. 30
8.10. Creation of Liens......................................................................................................................... 31
8.11. Arbitrage and Tax Covenant...................................................................................................... 31
8.12. Maintenance of Funds and Accounts......................................................................................... 32
8.13. Personnel and Servicing of Programs; Surety Bonds................................................................ 32
8.14. Fiscal Year................................................................................................................................... 32
8.15. Appointment of Successor Servicer............................................................................................ 32
8.16. General.......................................................................................................................................... 33
ARTICLE IX
THE TRUSTEE AND PAYING AGENTS
9.01. Trustee Appointment and Acceptance of Duties...................................................................... 33
9.02. Paying Agents.............................................................................................................................. 33
9.03. Responsibilities of Trustee and Paying Agents......................................................................... 33
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Section Page
9.04. Funds Held in Trust.................................................................................................................... 34
9.05. Evidence on Which Trustee May Act....................................................................................... 34
9.06. Compensation and Expenses....................................................................................................... 34
9.07. Permitted Acts and Functions.................................................................................................... 34
9.08. Eligibility for Appointment as Trustee...................................................................................... 34
9.09. Resignation and Removal; Appointment of Successor Trustee................................................ 35
9.10. Acceptance of Appointment by Successor Trustee................................................................... 36
9.11. Merger or Consolidation of Trustee........................................................................................... 36
9.12. Requirements as to Trustee's Records....................................................................................... 36
ARTICLE X
SERIES RESOLUTIONS AND SUPPLEMENTAL RESOLUTIONS
10.01. Adoption and Filing Without the Consent of Bondholders..................................................... 36
10.02. Supplemental Resolutions Effective With Consent of Bondholders......................................... 37
10.03. General Provisions Relating to Series Resolutions and Supplemental Resolutions................ 37
ARTICLE XI
AMENDMENTS OF GENERAL RESOLUTION
11.01. Powers of Amendment................................................................................................................. 38
11.02. Consent of Bondholders............................................................................................................... 38
11.03. Approval by Bond Counsel......................................................................................................... 39
11.04. Modifications by Unanimous Consent........................................................................................ 39
11.05. Mailing and Publication.............................................................................................................. 39
11.06. Exclusion of Bonds....................................................................................................................... 39
11.07. Notation on Bonds....................................................................................................................... 40
ARTICLE XII
DEFAULTS AND REMEDIES
12.01. Events of Default......................................................................................................................... 40
12.02. Remedies....................................................................................................................................... 40
12.03. Priority of Payments After Default............................................................................................ 41
12.04. Termination of Proceedings......................................................................................................... 42
12.05. Bondholders' Direction of Proceedings....................................................................................... 42
12.06. Limitations on Rights of Bondholders....................................................................................... 42
12.07. Possession of Bonds by Trustee Not Required.......................................................................... 43
12.08. Remedies Not Exclusive.............................................................................................................. 43
12.09. No Waiver of Default................................................................................................................. 43
12.10. Notice of Event of Default......................................................................................................... 43
ARTICLE XIII
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOFS OF OWNERSHIP OF BONDS
13.01. Evidence of Signatures of Bondholders and Ownership of Bonds........................................... 43
ARTICLE XIV
DEFEASANCE
14.01. Defeasance.................................................................................................................................... 44
ARTICLE XV
MISCELLANEOUS
15.01. Preservation and Inspection of Documents................................................................................ 46
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Section Page
15.02. Destruction of Bonds and Coupons............................................................................................ 46
15.03. Parties of Interest........................................................................................................................ 46
15.04. No Recourse Under General Resolution or on Bonds.............................................................. 46
15.05. Survival of Covenants.................................................................................................................. 46
15.06. Headings....................................................................................................................................... 46
15.07. Conflict.......................................................................................................................................... 46
15.08. Liability of City Limited to Pledged Revenues ........................................................................ 46
15.09. Successor to City......................................................................................................................... 47
15.10. Notice............................................................................................................................................ 47
15.11. Proceedings Constitute Contract................................................................................................. 47
15.12. Severability................................................................................................................................... 48
15.13. Validity of Multiple Copies ........................................................................................................ 48
15.14. Effective Date............................................................................................................................... 48
60,005-39-2 iv 4/2/80
RESOLUTION NO.........
A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE ISSUANCE OF SINGLE FAMILY RESIDENTIAL MORTGAGE
REVENUE BONDS FOR THE PURPOSE OF MAKING MORTGAGE LOANS TO FINANCE RESI-
DENTIAL HOUSING.
[GENERAL RESOLUTION]
WHEREAS, the City of San Bernardino (the "City"), is a municipal corporation duly created, estab-
lished and authorized to transact business and exercise its powers,all under and pursuant to the Constitution
and laws of the State of California, and the City Charter of the City, and the powers of the City include the
power to issue bonds for any of its corporate purposes; and
WHEREAS, pursuant to Ordinance No. 3853 (as hereinafter defined) of the City, the City may make
long-term, low-interest loans through qualified mortgage lenders to finance residential construction in the
City in order to encourage investment and upgrading of such areas, and to issue bonds for the purpose of
financing such residential construction as authorized by said Ordinance No. 3853; and
WHEREAS, it is necessary at this time to issue revenue bonds for the purpose of making mortgage loans
to finance residential construction as authorized by said Ordinance No. 3853; and the City of San
Bernardino hereby determines to provide, by this General Resolution, for the issuance of "City of San
Bernardino, Single Family Residential Mortgage Revenue Bonds, [insert appropriate project and series
designations]" (the "Bonds"), such Bonds to be issued from time to time by a Series Resolution, the
proceeds of which are to be used for such purpose; and
WHEREAS, all acts, conditions and things required by law to exist, happen and be performed precedent
to and in connection with the issuance of such Bonds exist, have happened and have been performed in
regular and due time, form and manner as required by law, and the City is now duly empowered to issue
such Bonds.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO, As FOLLOWS:
ARTICLE I
DEFINITIONS AND SECURITY
SECTION 1.01. Definitions.
A. The terms defined in this Section shall, for all purposes of this Resolution, have the following
meanings, unless the context otherwise requires:
Accountant's Certificate
"Accountant's Certificate" means an opinion signed by an Independent certified public accountant of
recognized national standing (who may be the accountant or a member of the firm of accountants who
regularly audits the books and accounts of the City) from time to time selected by the City.
Agency
"Agency" means the Redevelopment Agency of the City of San Bernardino, a public body, corporate
and politic, of the State.
Asset Accumulation Fund
"Asset Accumulation Fund" means the Fund so designated which is established and created hereunder.
Authorized Newspapers
"Authorized Newspapers" means a financial paper, or a newspaper of general circulation in the City of
Los Angeles, California, and The Daily Bond Buyer or other financial paper or newspaper circulated in the
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Borough of Manhattan, City and State of New York, each of which is published at least once a day on
Business Days for at least five (5) days (other than legal holidays) in each calendar week, and is printed in
the English language.
Authorized Officer
"Authorized Officer" means the Mayor, Project Coordinator or City Clerk and any other officer or
employee of the City authorized by resolution of the City to perform the act or sign the document in
question.
Bearer Bonds
"Bearer Bonds" means those which are issued in negotiable form, payable to bearer, with negotiable
coupons.
Bond or Bonds
"Bond"or "Bonds" means the "City of San Bernardino, Single Family Residential Mortgage Revenue
Bonds, [insert appropriate project and series designation]", authorized by, and at any time Outstanding
pursuant to, this Resolution and bearing such individual designation as is set forth in the Series Resolution
relating to the Series of such Bonds.
Bond Proceeds Fund
"Bond Proceeds Fund" means the Fund so designated which is established and created hereunder.
Bond Register
"Bond Register" means the books kept hereunder by the Trustee for registration and transfer of the
Bonds.
Bond Year
"Bond Year" means the twelve (12) month period commencing on May 1 of each year and continuing
for a twelve (12) month period.
Bondholder, Holder of Bonds
"Bondholder"or"Holder of Bonds,"or any similar term, means: (i) any person who shall be the holder
of any Outstanding Bond payable to bearer, or (ii) the registered owner or his duly authorized attorney,
trustee, representative or assigns of any Outstanding Bond which shall at the time be registered so as to be
payable other than to bearer.
For the purpose of Bondholders' voting rights or consents, Bonds owned by the Agency or by the City
shall not be counted.
Business Day
"Business Day"means any day of the year,excluding Saturdays,Sundays and holidays (which apply to
the Trustee and on which it would be closed).
Certificate of the City, Statement of the City, etc.
"Certificate of the City," "Statement of the City," "Written Request of the City" and "Written
Consent of the City" mean, respectively, a written certificate, statement, request and consent signed in the
name of the City by such person as may be designated and authorized to sign for the City for such purpose,
with the seal of the City affixed thereto. Any such instrument and supporting opinions or representations, if
any, may, but need not, be combined in a single instrument with any other instrument, opinion or
representation, and the two or more so combined shall be read and construed as a single instrument.
Certificate of Projected Pledged Revenues
"Certificate of Projected Pledged Revenues" means a certificate showing, as of any particular date:
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Y
(1) for the current and each future Bond Year the amount of scheduled or estimated amount of
Pledged Receipts and Recoveries of Principal,if any, estimated in an Officer's Certificate to be received
in each such Bond Year and the Debt Service for each such Bond Year with respect to all Series of
Bonds to be Outstanding (i) if made in connection with the issuance of a Series of Bonds, immediately
after the delivery of the Series of Bonds being issued, and (ii) in all other cases, immediately after the
issuance of the Certificate;
(2) in each such Bond Year, the difference between (i) the Debt Service referred to in (1) above,
and (ii) the Pledged Receipts and Recoveries of Principal referred to in (1) above;
(3) stating whether (i) such scheduled and estimated Pledged Receipts,such estimated Recoveries
of Principal and any other revenues, investment income or funds reasonably estimated by the City to be
available for the payment of such Debt Service referred to in (1) above are in each such Bond Year in
excess of such Debt Service for each such Bond Year, and (ii) the remaining balance of such scheduled
and estimated Pledged Receipts and such estimated Recoveries of Principal and other revenues,
investment income or other funds available to pay budgeted or estimated Operating Expenses in each
such Bond Year will be sufficient to pay budgeted or estimated Operating Expenses for each such Bond
Year; and
(4) setting forth a schedule of Permitted Investments purchased or to be purchased by or on
behalf of the City for investment of the Debt Service Reserve Fund.
City
"City" means the City of San Bernardino, a municipal corporation duly organized and existing under
and by virtue of the Constitution and laws of the State of California.
City Charter
"City Charter" means the City Charter, as amended, of the City of San Bernardino.
Costs of Issuance
"Costs of Issuance" means items of expense payable or reimbursable directly or indirectly by the City
and related to the authorization, sale and issuance of Bonds, which items of expense shall include but not be
limited to, printing costs, costs of reproducing documents, filing and recording fees, initial fees and charges
of the Trustee and any Paying Agents, legal fees and charges, professional consultants' fees, costs of credit
rating, fees and charges for execution, transportation and safekeeping of bonds, costs and expenses of
refunding and other costs, charges and fees in connection with the foregoing.
Debt Service
"Debt Service"means the sums obtained for any Bond Year after the computation is made, by totalling
the following for each such Bond Year:
(1) The principal amount of all Serial Bonds Outstanding payable in such Bond Year;
(2) The amount of Sinking Fund Installments for Term Bonds Outstanding to be made in such
Bond Year in accordance with the applicable schedule or schedules of Sinking Fund Installments; and
(3) The interest which would be due during such Bond Year on the aggregate principal amount of
Bonds which would be Outstanding in such Bond Year if the Bonds Outstanding on the date of such
computation were to mature or be redeemed in accordance with the maturity schedule or schedules for
the Serial Bonds and the schedule or schedules of Sinking Fund Installments for Term Bonds.
At the time and for the purpose of making such computation, the amount of Term Bonds already
retired in advance of the above-mentioned schedule or schedules shall be deducted from the remaining
amounts thereon in accordance with the reduction in Sinking Fund Installments made pursuant to the
applicable Series Resolution.
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Debt Service Reserve Fund
"Debt Service Reserve Fund" means the Fund so designated which is established and created
hereunder.
Debt Service Reserve Fund Requirement
"Debt Service Reserve Fund Requirement" means, with respect to any Series of Bonds Outstanding, an
amount at least equal to the Maximum Annual Debt Service scheduled to be paid on such Series of Bonds in
any year, determined as of the date specified either in the related Series Resolution or in an Officer's
Certificate, excluding Debt Service on Bonds issued for the purpose of funding the Debt Service Reserve
Fund (as determined by a Certificate of the City), or any larger amounts specified for such Series either in
the related Series Resolution or in an Officer's Certificate, and, when used with reference to all Series of
Bonds Outstanding, means the aggregate of the Debt Service Reserve Fund Requirement for each Series of
Bonds Outstanding.
Defaulted Mortgage Loan
"Defaulted Mortgage Loan" means any Mortgage Loan described in an Officer's Certificate and stated
to be in default in accordance with its terms or any Mortgage Loan not so described in an Officer's
Certificate on which scheduled payments are sixty (60) days in arrears.
Depository
"Depository" means any bank or trust company selected by the City and approved in writing by the
Trustee as a depository of moneys and securities held under the provisions of this Resolution, and may
include the Trustee and any Paying Agent.
Eligible Persons
"Eligible Persons" means persons, irrespective of race, color, creed, religion, sex, marital status,
national origin or ancestry.
Escrow Payments
"Escrow Payments" means all payments made in order to obtain or maintain Mortgage Insurance,
including payments for any federal program intended to assist in providing Mortgage Loans and fire, flood
and other Hazard Insurance and any payments required to be made with respect to Mortgage Loans for
taxes or other governmental charges or other similar charges to a Mortgagor customarily required to be
escrowed.
Fair Market Value
"Fair Market Value" means the lower of: (i) the replacement value of the Residence as determined by
a qualified appraiser acceptable to the City, or (ii) the sale price of such Residence.
Federal Agencies
"Federal Agencies" means collectively FHA, FNMA, FHLMC, GNMA, HUD, VA and any other
similar instrumentalities created or chartered by the United States.
FHA
"FHA" means the Federal Housing Administration or other agency or instrumentality created or
chartered by the United States to which the powers of the Federal Housing Administration have been
transferred.
FHLMC
"FHLMC" means the Federal Home Loan Mortgage Corporation or other agency or instrumentality
created or chartered by the United States to which the powers of the Federal Home Loan Mortgage
Corporation have been transferred.
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Fiduciary
"Fiduciary" or "Fiduciaries" means the Trustee, the Depositories, the Paying Agents, or any or all of
them, as may be appropriate.
Financing
"Financing" means the lending of moneys or any other thing of value for the purpose of facilitating
Residential Housing pursuant to Ordinance No. 3853 of the City, including the making of Mortgage Loans
to purchasers of newly constructed Residences, but, for the purpose of this General Resolution, specifically
excluding the making of construction loans.
Fiscal Year
"Fiscal Year" means the year period beginning on July 1st and ending on the next following June 30th.
FNMA
"FNMA" means the Federal National Mortgage Association or other corporation chartered by the
United States to which the powers of the Federal National Mortgage Association have been transferred.
Fully Registered Bonds
"Fully Registered Bonds" means those Bonds which are issued to facilitate registration and are so
issued as non-negotiable Fully Registered Bonds payable to the registered owner.
Fund or Account
"Fund" or "Account" means a Fund or Account created by or pursuant to this Resolution.
General Resolution
"General Resolution"or"Resolution" means this General Resolution,as from time to time amended or
supplemented by Supplemental Resolutions in accordance with the terms hereof.
GNMA
"GNMA" means the Government National Mortgage Association or other agency or instrumentality
created or chartered by the United States to which the powers of the Government National Mortgage
Association have been transferred.
Hazard Insurance
"Hazard Insurance" means insurance issued by a person qpalified to issue such insurance in the State,
which insurance shall be California standard form of fire insurance with extended coverage, shall be carried
by the Mortgagor on a Residence to insure such Residence from loss resulting from such perils as: fire,
windstorm, cyclone, tornado, hail, explosion, riot, civil commotion, malicious mischief, vandalism, aircraft,
fire and smoke damage and any other perils commonly covered under extended coverage endorsements in an
amount at least equal to eighty percent (80%) of the insurable value based upon replacement cost of such
Residences, but with deduction being made for depreciation. An earthquake endorsement shall be included
with each policy at Hazard Insurance.
Independent
"Independent",when used with terms defining any professional, means any person or firm, respectively,
appointed by the City in such capacity, and who, or each of whom, has a favorable reputation in the field in
which his opinion or certificate will be given, and:
(1) is in fact independent and not under domination of the City;
(2) does not have any substantial interest, direct or indirect, with the City; and
(3) is not connected with the City as a officer or employee of the City, but who may be regularly
retained to make reports to the City.
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Interest Account
"Interest Account" means the Account so designated which is established and created hereunder.
Interest Payment Date
"Interest Payment Date" means May 1 and November 1 of each year during which interest is due and
payable on the Bonds.
Interest Requirement
"Interest Requirement" means, as of any particular date of calculation, the amount equal to unpaid
interest then due, if any, plus an amount which will on the next succeeding Interest Payment Date be equal
to the interest to become due on the Bonds on such next succeeding Interest Payment Date.
Issuance Expense Account
"Issuance Expense Account" means the Account so designated which is established and created
hereunder.
Issue Date
"Issue Date" means, with respect to Bonds of a particular Series, the date of the coupon Bonds of such
Series specified and determined in accordance with Article III except as otherwise provided in Article II in
the case of Fully Registered Bonds.
Legislative Body
"Legislative Body" means the Mayor and Common Council of the City.
Local Codes
"Local Codes" means applicable City, State and Federal standards for Residential Housing, including
any higher standards adopted by the City as part of its Program.
Maximum Annual Debt Service
"Maximum Annual Debt Service" means the largest amount of Debt Service for any Bond Year ending
after the date on which the computation is made.
Mortgage
"Mortgage" means a deed of trust or other instrument which constitutes a first mortgage lien in the
State on real property and imprpvements thereon, securing a Mortgage Loan, the holder of which is either
the City, the Trustee or a Qualified Mortgage Lender,where the Mortgage Loan is secured by real property
located as required by the Ordinance and improved by a Residence.
Mortgage Insurance
"Mortgage Insurance" means insurance or a guarantee issued by any Mortgage Insurer or the State or
by any person licensed to insure Mortgage Loans in the State, insuring or guaranteeing, in whole or in part,
respectively, principal and interest payments on Mortgage Loans.
Mortgage Insurer
"Mortgage Insurer" means any Federal Agency or instrumentality of the State, or any person licensed
to insure Mortgage Loans in the State and approved by the City, insuring or guaranteeing, in whole or in
part, respectively, principal and interest payments on Mortgage Loans.
Mortgage Loan
"Mortgage Loan" means an interest bearing obligation made for the purpose of Financing Residential
Housing, other than a construction loan, and secured by a Mortgage, the payment of which is insured, in
whole or in part, by Mortgage Insurance.
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Mortgage Loan-Purchase Accounts
"Mortgage Loan-Purchase Accounts" means the Accounts so designated which are established and
created hereunder.
Mortgage Loan-Purchase Agreements
"Mortgage Loan-Purchase Agreements" means all agreements between the City and Qualified Mort-
gage Lenders relating to the commitments to originate and/or purchase Mortgage Loans.
Mortgage Loan Discount
"Mortgage Loan Discount" means the amount by which the purchase price (net of accrued or prepaid
interest or other similar adjustments) of any Mortgage Loan purchased, or the amount disbursed with
respect to any Mortgage Loan made, is less than the unpaid principal amount of the Mortgage Loan.
Mortgage Reserve Fund
"Mortgage Reserve Fund" means the Fund so designated which is established and created hereunder.
Mortgage Reserve Fund Requirement
"Mortgage Reserve Fund Requirement" means an amount equal to four percent (4%) of the aggregate
unpaid principal amount of the Mortgage Loans plus moneys held in any Mortgage Loan-Purchase
Accounts held by the Trustee at the time of calculation, or such higher amount as may be specified in any
related Series Resolution.
Mortgage Servicing Agreements
"Mortgage Servicing Agreements" means all agreements by and between the City and Qualified
Mortgage Lenders for the servicing of Mortgage Loans.
Mortgage Submission Voucher
"Mortgage Submission Voucher" means the statement submitted to the City pursuant to the Mortgage
Loan-Purchase Agreement.
Mortgagor
"Mortgagor" means the obligor under a Mortgage Loan who qualifies as a Participating Party under
the Ordinance.
Officer's Certificate
"Officer's Certificate" means a Certificate of the City signed by an Authorized Officer and filed with
the Trustee.
Operating Expenses
"Operating Expenses" means the City's expenses of carrying out and administering its powers, duties
and functions in connection with the exercise of its powers under the City Charter and the Ordinance by
making Mortgage Loans to Finance Residential Housing, and shall include without limiting the generality
of the foregoing: administrative expenses, legal, accounting and consultant's services and expenses, fees and
expenses of the Trustee and Paying Agents, payments to pension, retirement, health and hospitalization
funds, Servicer's fees, insurance costs, and any other expenses required or permitted to be paid by the City
under the provisions of the Ordinance or this Resolution or any lawful authority.
Operating Fund
"Operating Fund" means the Fund so designated which is established and created hereunder.
Opinion of Counsel; Bond Counsel
"Opinion of Counsel" means a written opinion of counsel (who may be counsel for the City or Bond
Counsel) retained by the City. "Bond Counsel" means any attorney or firm of attorneys of favorable
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reputation in the field of municipal bond finance retained by the City. Any Opinion of Counsel, insofar as it
relates to factual matters, may be based upon information which is in the possession of the agency, upon a
certificate or opinion of, or representation by, an officer or officers of the City, unless such counsel knows, or
in the exercise of reasonable care should have known, that the certificate or opinion or representation with
respect to the matters upon which his opinion may be based,as aforesaid, is erroneous. Counsel and/or Bond
Counsel may be City counsel or an attorney or firm of attorneys retained by the City in other connections.
Ordinance
"Ordinance" or "Ordinance No. 3853" means Ordinance No. 3853 approved by the Mayor and
Common Council of the City on August 25, 1979, including any amendments thereto, providing for the
issuance at mortgage revenue bonds pursuant to the City Charter powers of the City.
Outstanding
"Outstanding", when used with reference to Bonds and as of any particular date, describes all Bonds
theretofore and thereupon issued and delivered except: (i) any Bond canceled by the Trustee or any Paying
Agent,at or before said date; (ii) any Bond for the payment or redemption of which either (a) moneys,equal
to the principal amount or Redemption Price thereof, as the case may be, with interest to the date of
maturity or Redemption Date, or (b) Federal Securities or moneys as described and required under the
provisions of Article XIV, shall have theretofore been deposited with the Trustee in trust (whether upon or
prior to the maturity or Redemption Date of such Bond) and, except in the case of a Bond to be paid at
maturity, of which notice of redemption shall have been given or provided for to the satisfaction of the
Trustee in accordance with Article IV; and (iii) any Bond in lieu of or in substitution for which another
Bond shall have been delivered pursuant to this Resolution.
Participating Party
"Participating Party" means any person, corporation, partnership, firm or other entity or group of
entities requiring Financing for Residential Housing pursuant to the provisions of the Ordinance. No
elective officer of the State or any of its political subdivisions, including, without limitation, the City or
employee of the City nor the Agency shall be eligible to be a Participating Party under the provisions of the
Ordinance.
Paying Agent
"Paying Agent" means any paying agent provided by the City pursuant to this Resolution for providing
places of payment of Bonds or coupons including the Principal Office of the Trustee in Los Angeles,
California.
Permitted Investments
"Permitted Investments" means any of the following which at the time are legal investments for the
City under the laws of the State to the extent provided by law, for the moneys held hereunder then proposed
to be invested therein: (i) time or demand deposits in any bank or trust company authorized to accept
deposits of public funds (including the banking department of the Trustee, if applicable), which are secured
at all times by bonds or other obligations which are authorized by law as security for public deposits, of a
market value at least equal to the amount required by law; and (ii) United States Treasury notes, bonds,
bills or certificates of indebtedness, or obligations for which the faith and credit of the United States are
pledged for the payment of principal and interest; and (iii) Federal Securities as defined in Section 14.01A
hereof.
Pledged Receipts
"Pledged Receipts" means that portion of the Pledged Revenues which are not Recoveries of Principal.
Pledged Revenues
"Pledged Revenues" means the Pledged Revenues as defined in Section 1.02 hereof.
60,005-39-2 8 4/2/80
PMI
"PMI" means a private mortgage insurer acceptable to any rating agency which maintains a rating on
the Bonds, licensed to insure Mortgage Loans in the State and approved by the City, insuring, in whole or in
part, principal and interest payments on Mortgage Loans.
Prepayment
"Prepayment" means any amount received or recovered, including any proceeds of Hazard Insurance
or Mortgage Insurance which reduces or eliminates the principal amount of any Mortgage Loan other than
scheduled amortization payments of the principal amount of any Mortgage Loan, including any prepayment
penalty, fee, premium or other such additional charge, less the amount retained by any Servicer of such
Mortgage Loan, as additional compensation on account of such prepayment.
Principal Account
"Principal Account" means the Account so designated which is established and created hereunder.
Principal Installment
"Principal Installment" means, with respect to any particular Principal Installment Date, an amount
equal to the sum of (i) the principal amount of Outstanding Serial Bonds payable on such Principal
Installment Date as determined by the applicable Series Resolution, and (ii) the principal amount of a
Sinking Fund Installment with respect to all Outstanding Term Bonds payable on such Principal Install-
ment Date as determined by the applicable Series Resolution.
Principal Installment Date
"Principal Installment Date" means the May 1 of any year in which the Bonds are Outstanding.
Principal Office
"Principal Office", when used with respect to the Trustee or any Paying Agent, means the principal or
corporate trust or head or principal trust office of such Trustee or Paying Agent situated in the city in which
such Trustee or Paying Agent is described as being located.
Principal Prepayment Subaccount
"Principal Prepayment Subaccount" means the subaccount within the Principal Account so designated
which is established and created hereunder.
Principal Requirement
"Principal Requirement" means, as of any particular date of calculation and with respect to the Bonds
Outstanding on said date of calculation, the amount of money equal to the unpaid Principal Installment
and/or Installments then due, if any, plus the Principal Installment and/or Installments to become due on
the Bonds on the next succeeding Principal Installment Date.
Program
"Program" means the undertaking of the City to Finance Residential Housing pursuant to the
Ordinance and the City Charter, to be carried out in part with moneys provided by the issuance of Bonds
pursuant to this General Resolution.
Project Coordinator
"Project Coordinator" means the Agency or such other person or entity performing the duties of
Project Coordinator in connection with the administration of the Program of the City pursuant to the
Ordinance.
Qualified Mortgage Lender
"Qualified Mortgage Lender" means any mortgage lender authorized by the City to do business with
the City and to aid in Financing pursuant to the Ordinance on behalf of the City, for which service the
60,005-39-2 9 4/2/80
Qualified Mortgage Lender will be reasonably compensated. Such a Qualified Mortgage Lender shall be a
state or national bank, Federal or State-chartered savings and loan association, or trust company or
mortgage banker which is capable of providing service or otherwise aiding in the Financing of Mortgages on
Residential Housing within the jurisdiction of the City.
Recoveries of Principal
"Recoveries of Principal" means all moneys received or recovered by the City:
(i) from any payment of principal on any Mortgage Loan;
(ii) from any Prepayment of principal on any Mortgage Loan;
(iii) through condemnation of the mortgaged premises or foreclosure of the mortgaged premises or
other proceedings taken in the event of default by the Mortgagor;
(iv) from any Hazard Insurance or Special Hazard Insurance policy covering mortgaged premises;
(v) from any amount indentifiable as principal and attributable to Mortgage Insurance, including
moneys received from debentures or certificates issued pursuant to a contract of insurance; and
(vi) from the sale, assignment, endorsement or other disposition of any such Mortgage Loan.
Nothing in the preceding sentence shall be construed to constitute a Recovery of Principal in the event
that the City makes a good faith substitution of a Mortgage Loan for another Mortgage Loan or in the
event the City authorizes a Mortgagor to apply the proceeds of Hazard Insurance or Special Hazard
Insurance to restore the mortgaged premises.
Recoveries of Principal shall not include any moneys received or recovered by the City with respect to
any Mortgage Loan after payment of the final Principal Installment of the Bonds of a Series, the proceeds of
which were used to purchase such Mortgage Loan.
Recoveries of Principal shall not include any moneys received or recovered by the City with respect to
any Mortgage Loan to the extent that delinquencies or defaults of payments of principal on such Mortgage
Loan required that moneys be withdrawn from the Asset Accumulation Fund, the Mortgage Reserve Fund
or the Debt Service Reserve Fund to pay principal on the Bonds.
Redemption Date
"Redemption Date" means the Interest Payment Date upon which Bonds which are called for
redemption prior to maturity are to be presented for such redemption.
Redemption Fund
"Redemption Fund" means the Fund so designated which is established and created hereunder.
Redemption Price
"Redemption Price" means, with respect to any Bond or portion thereof, the principal amount of such
Bond or portion, plus the applicable premium, if any, payable upon redemption thereof.
Requisition
"Requisition" means an order directing the Trustee or any other fiduciary to pay money from one of the
Funds or Accounts established herein, duly executed by an Authorized Officer.
Residence
"Residence" means real property improved with a structure or structures and located in the City which
are habitable by human beings under Local Codes, the Financing of which is authorized by the Ordinance.
Residence includes (i) condominium and cooperative dwelling units, and (ii) real property improved with a
single family residential structure or structures.
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Residential Housing
"Residential Housing" means existing Residences, newly constructed Residences or rehabilitated
Residences meeting the requirements of the Ordinance.
Revenue Bonds
"Revenue Bonds" means any bonds, notes, interim certificates, debentures, or other obligations issued
by the City pursuant to the Ordinance and which are payable exclusively from Pledged Revenues and from
any other funds specified in the Ordinance upon which the Revenue Bonds may be made a charge and from
which they are payable. "Revenue Bonds" does not include any obligations, the interest upon which is not
exempt from Federal income taxation under the Internal Revenue Code of 1954, as amended.
Revenue Fund
"Revenue Fund" means the Fund so designated which is established and created hereunder.
Revenues
"Revenues" means revenues as defined in Section 1.02 hereof.
Rules and Regulations
"Rules and Regulations" means those rules and regulations adopted by the City in connection with the
Program.
Serial Bonds
"Serial Bonds" means Bonds so designated in the applicable Series Resolution, which are stated to be
payable by their terms in more than two (2) consecutive annual or semiannual installments.
Series
"Series" means any particular Series of the Bonds authorized to be issued hereunder, which were
delivered on original issuance in a simultaneous transaction, regardless of variations in maturity, interest
rate or other provisions, and any Bond thereafter delivered in lieu of or substitution for any of such Series of
Bonds.
Series Resolution
"Series Resolution" means a resolution authorizing the issuance of a Series of Bonds in accordance
with the terms and provisions hereof.
Servicer
"Servicer" means any Qualified Mortgage Lender who shall, pursuant to a Mortgage Servicing
Agreement with the City, agree to service Mortgage Loans.
Sinking Fund Installment
"Sinking Fund Installment" means, with respect to any particular date and Series, the amount of
money required by or pursuant to the applicable Series Resolution to be paid by the City on such date
toward the redemption or payment of the Term Bonds of such Series prior to or on the date of their
respective stated maturities.
Special Hazard Insurance
"Special Hazard Insurance" means insurance which shall protect from some or all losses on Residences
caused by hazards not covered by Hazard Insurance, including the application of the coinsurance provision,
subject to such exceptions and conditions and with such aggregate limit of liability as the City may deem
reasonable.
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State
"State" means the State of California, and, when the context requires, includes any agency or
instrumentality thereof.
Supplemental Resolution
"Supplemental Resolution" means any resolution at any time in full force and effect which has been
duly adopted by the City pursuant to the laws of the State, but only if and to the extent that such
Supplemental Resolution is specifically authorized hereunder.
Term Bonds
"Term Bonds" means Bonds so designated in the applicable Series Resolution,other than Serial Bonds,
stated to be payable by their terms on one date.
Treasurer
"Treasurer" means the officer who is then performing the functions of Treasurer of the City.
Trustee
"Trustee" means the bank or trust company or national banking association appointed to act as Trustee
hereunder, and its successor or successors and any other bank or trust company or national banking
association at any time substituted in its place pursuant to this Resolution.
United States
"United States" means the United States of America. Sometimes herein the words "Federal" or
"Federal Government" are used as synonyms, and, when the context requires, such terms include any
agency or instrumentality thereof.
VA
"VA" means the Veterans Administration or other agency or instrumentality created or chartered by
the United States to which the powers of the Veterans Administration have been transferred.
Written Requisition
"Written Requisition" means a requisition prepared in such form or forms and signed by the Treasurer
and containing the information required by this Resolution.
B. Words of the masculine gender include the feminine and neuter genders. Words importing the
singular number include the plural number and vice versa.
Words importing persons shall include corporations and associations, including public bodies, as well as
natural persons.
The terms "hereby", "hereof', "hereto", "herein", "hereunder", and any similar terms, as used in this
Resolution, refer to this Resolution.
SECTION 1.02. Security and Nature of Bonds.
The Bonds shall be and are special obligations of the City and are secured by an irrevocable pledge of,
and are payable as to principal, premium, if any, and interest (the terms "principal", "premium" and
"interest" are used in this Resolution in a generic sense; "principal" is intended to include all principal,
whether scheduled to be paid on Serial Bonds or as Sinking Fund Installments for the orderly retirement of
Term Bonds) from the Pledged Revenues of the City as hereinafter defined. Neither the faith and credit nor
the taxing power of the City is pledged to the payment of the principal of, premium, if any,or interest on the
Bonds, nor is the City in any manner obligated to make any appropriation for payment. The principal of,
premium, if any, and interest on the Bonds are not a debt of the City, the State or any of its political
subdivisions, and neither the City, the State, nor any of its political subdivisions is liable thereon, nor in any
event shall said principal, premium, if any, and interest be payable out of any funds or properties other than
all or any part of the Pledged Revenues of the City as in this Resolution set forth. The Bonds do not
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constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or
restriction. Neither the Mayor and Common Counsel nor any persons executing the Bonds shall, in any
event, be subject to any personal liability or accountability by reason of the issuance thereof.
The Bonds shall be and are equally secured by an irrevocable pledge of the Pledged Revenues as
hereinafter provided, without priority for number, date of sale, date of execution, or date of delivery, except
as expressly provided herein.
The validity of the Bonds is not and shall not be dependent upon the completion of the Program or upon
the performance by anyone of his obligation relative to the Program.
The term "Revenues", as used in this Resolution, means all amounts received as repayment of
principal, interest,and all other charges received for,and all other income and receipts derived by, the City
from, the Financing of Residential Housing, including, without limitation, moneys deposited in a sinking,
redemption or reserve fund or other fund to secure the Bonds or to provide for the payment of the principal
of, or interest on, the Bonds and, to the extent hereinafter provided, interest earnings on such moneys so
deposited. In accordance with the Ordinance, Revenues and the proceeds of Mortgage Insurance and
guarantee claims, which relate to the Residential Housing for which Bonds have been issued pursuant to this
General Resolution, shall be the sole source of funds pledged by the City hereunder and such combined
source of funds is referred to herein as "Pledged Revenues".
Nothing in this Resolution shall preclude: (i) the payment of the Bonds or any Series of Bonds from the
proceeds of refunding bonds, refunding notes or other such obligations issued pursuant to law under Article
XIV or otherwise; or (ii) the payment of the Bonds or any Series of Bonds from any legally available funds
of the City. Nothing in this Resolution shall prevent the City from making advances of its own funds
howsoever derived for any of the uses and purposes mentioned in this Resolution.
ARTICLE II
THE BONDS
SECTION 2.01. Authorization.
Bonds of the City are hereby authorized to be issued under and subject to the terms of this General
Resolution for the purpose of making Mortgage Loans to Finance Residential Construction as authorized by
the Ordinance, including expenses incidental thereto or connected therewith. The Bonds are designated as
the "City of San Bernardino, Single Family Residential Mortgage Revenue Bonds, [insert appropriate
project and series designations]". The Bonds may be issued and sold in such amounts as from time to time
shall be established and authorized by the City, as hereinafter provided, by a Series Resolution, and other
resolutions.
SECTION 2.02. Terms of Bonds.
The Bonds authorized to be issued under this General Resolution shall be created by Series Resolution
as hereinafter provided, such Series Resolution to set forth the items hereinafter required and any other
additional information necessary to more fully identify the particular Series of the Bonds.
The Bonds shall be Serial Bonds and/or Term Bonds, shall mature at such time or times as shall be set
forth in the Series Resolution, not exceeding fifty (50) years from the date or dates of issuance thereof(all
installments of principal to be payable on a Principal Installment Date) and shall bear interest at a rate or
rates to be thereafter fixed by such Series Resolution, but not to exceed such rate or rates per annum as may
be set forth in such Series Resolution, and shall be payable semiannually on the Interest Payment Dates
(May 1 and November 1), except that interest for the first year may be for all or any part of a year, all as
shall be set forth in such Series Resolution.
The interest coupons attached to the Bearer Bonds shall be numbered in consecutive numerical order
from one (1) upwards in the order of their respective maturities. Each such coupon, except the first, shall
represent six (6) months' interest on the Bearer Bond to which it is attached.
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The Bonds shall be payable, both as to the principal thereof and interest thereon and also as to any
premiums upon the redemption thereof prior to maturity, in lawful money of the United States of America,
and (except for interest on Fully Registered Bonds which is payable by check or draft as stated below) at the
Principal Office of the Trustee in the City of Los Angeles, California, or, at the option of the Holder, at the
Principal Offices of any Paying Agent of the City designated in a Series Resolution or otherwise.
The Fully Registered Bonds shall be numbered by the Trustee as the Trustee shall determine, and shall
be dated as of the date of authentication thereof, except that Fully Registered Bonds issued upon exchanges
and transfers of Fully Registered Bonds and upon exchanges of Bearer Bonds for Fully Registered Bonds
shall be dated so that no gain or loss of interest shall result from such exchange or transfer. Each Fully
Registered Bond shall bear interest from the Interest Payment Date next preceding the date thereof unless it
is dated as of an Interest Payment Date,in which event it shall bear interest from the date thereof,or unless
it is dated prior to the first Interest Payment Date, in which event it shall bear interest from the date of the
Bonds. Interest on Fully Registered Bonds shall be paid by the Trustee (from funds provided for that
purpose by the City) by check or draft mailed to the registered owner at his address as it appears at the close
of business on the fifteenth (15th) day preceding the Interest Payment Date on the Bond Register kept by
the Trustee pursuant to Section 2.06 of this Resolution.
The Bonds shall be subject to redemption prior to their respective stated maturities as provided in the
Series Resolution pursuant to which they were issued and in Article IV.
SECTION 2.03. Forms of Bonds.
The Bearer Bonds and the interest coupons pertaining thereto shall be substantially in the form
annexed to the Series Resolution applicable to the particular Series of Bonds and made a part thereof,
marked "Exhibit A (Bearer Bond)", and the Fully Registered Bonds shall be substantially in the form
annexed to the Series Resolution applicable to the particular Series of Bonds and made a part thereof,
marked "Exhibit B (Fully Registered Bond)". Such forms are to be approved and adopted in the Series
Resolution as the forms of the Bonds and of the coupons, and redemption, exchange, registration and
assignment provisions pertaining thereto; and such Bonds shall be in substantially the forms set forth in said
Exhibits with necessary or appropriate variations, omissions and insertions, as permitted or required by this
Resolution and the applicable Series Resolution.
The recitals of regularity of proceedings in the Bonds issued and sold under this Resolution and the
applicable Series Resolution shall be conclusive evidence of compliance with the provisions of the
Ordinance, this Resolution and of the validity of such Bonds.
SECTION 2.04. Execution of Bonds.
The Bonds shall be signed on behalf of the City by facsimile signature of its Mayor and by facsimile
signature of its City Clerk,and the seal of the City shall be impressed, imprinted or reproduced thereon.The
interest coupons on the Bonds shall be signed by facsimile signature of the City Clerk. The Trustee shall
authenticate the Bonds by manual signature. The foregoing officers and the Trustee are hereby authorized
and directed to sign the Bonds and coupons in accordance with this Section. If any City official or officer,or
an officer of the Trustee, whose facsimile or manual signature appears on the Bonds or coupons ceases to be
such City official or officer, or officer of the Trustee, before delivery of the Bonds, such signature is as
effective as if such official or officer had remained in office.
SECTION 2.05. Types of Bonds, Registration, Discharge and Exchange.
Pursuant to the Ordinance, the Bonds shall be negotiable instruments for all purposes, subject only to
the provisions of such Bonds for registration;and, to facilitate registration of the Bonds, two forms of Bonds
have been provided: (1) Bearer Bonds, and (2) Fully Registered Bonds.
The Bearer Bonds are not registrable by endorsement, and, to facilitate their registration, they may be
exchanged for Fully Registered Bonds as provided herein.
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A Bearer Bond or Bearer Bonds may be registered by exchanging the same for a Fully Registered Bond
or Fully Registered Bonds,as the case may be. A Bearer Bond or Bearer Bonds and a Fully Registered Bond
or Fully Registered Bonds may be exchanged for a Fully Registered Bond or Fully Registered Bonds. A
Fully Registered Bond may be exchanged in whole for Bearer Bonds or in part for such Bearer Bonds and
the balance for Fully Registered Bonds. Transfer of ownership of a Fully Registered Bond or Fully
Registered Bonds shall be made by exchanging the same for a new Fully Registered Bond or Fully
Registered Bonds. All of such exchanges shall be made in such manner and upon such reasonable terms and
conditions as may from time to time be determined and prescribed by the City; provided, however, no such
exchange shall be made (i) between the fifteenth (15th) day preceding any Interest Payment Date and such
Interest Payment Date, and (ii) with respect to any Bonds to be redeemed prior to maturity, between the
date of publication of the notice of redemption of such Bonds and the Redemption Date with respect thereto.
Such exchanges shall be free of any costs or charges to the person, firm or,corporation requesting such
exchange, except for any tax or governmental charge that may be imposed in connection with such
exchange. Each Bearer Bond issued pursuant to this Resolution shall be of the denomination of five
thousand dollars ($5,000). Each Fully Registered Bond issued pursuant to this Resolution shall be of a
denomination which is five thousand dollars ($5,000) or a whole multiple thereof. Such Fully Registered
Bond or Bonds shall be of the same series, and may be of one or more interest rates and maturities.
SECTION 2.06. Bond Register.
The Trustee shall keep or cause to be kept at its Principal Office sufficient books for the registration and
transfer of the Bonds, which shall at all times be open to inspection by the City; and, upon presentation for
such purpose,the Trustee shall,under such reasonable regulations as it may prescribe, register or transfer or
cause to be registered or transferred, on said Bond Register, Bonds as hereinbefore provided.
SECTION 2.07. Temporary Bonds.
Pending preparation of the definitive Bonds, any Bonds issued under this Resolution may be initially
issued 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
City, shall be without coupons and may contain such reference to any of the provisions of this Resolution
and any Series Resolution as may be appropriate. Every temporary Bond shall be executed by the City and
be issued by the Trustee upon the same conditions and in substantially the same manner as the definitive
Fully Registered 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 at the Principal
Office of the Trustee, and the Trustee shall deliver in exchange for such temporary Bonds an equal
aggregate principal amount of definitive Bearer Bonds and/or definitive Fully Registered Bonds without
coupons of authorized denominations of the same Series, interest rate or rates and maturity or maturities.
Until so exchanged, the temporary Bonds shall be entitled to the same benefits under this Resolution as
definitive Bonds of the same Series delivered hereunder.
SECTION 2.08. Bonds Mutilated, Lost, Destroyed or Stolen.
If any Bond shall become mutilated, the City, at the expense of the owner of said Bond, shall execute,
and the Trustee shall thereupon deliver, a new Bond of like tenor and number (having annexed appropriate
coupons corresponding to those, if any,annexed to the mutilated Bond) in exchange and substitution for the
Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated together, in the case of
Bearer Bonds, with any unpaid coupons appertaining thereto. Every mutilated Bond so surrendered to the
Trustee shall be canceled by it and redelivered to, or upon the order of, the City. If any Bond shall be lost,
destroyed or stolen,evidence of such loss,destruction or theft may be submitted to the City and the Trustee,
and,if such evidence be satisfactory to both and if an indemnity satisfactory to them shall be given,the City,
at the expense of the Bondholder, shall execute, and the Trustee shall thereupon deliver, a new Bond of like
tenor and numbered as the Trustee shall determine (having annexed appropriate coupons corresponding to
those,if any,annexed to the lost,destroyed or stolen Bond) in lieu of and in substitution for the Bond so lost,
destroyed or stolen. The Trustee may require payment of an appropriate fee for each new Bond issued under
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this Section and of the expenses which may be incurred by the City and the Trustee in the premises. Any
Bond or coupon issued under the provisions of this Section in lieu of any Bond or coupon mutilated or
alleged to be lost, destroyed or stolen shall be equally and proportionately entitled to the benefits of this
Resolution with all other Bonds and coupons of the same issue secured by this Resolution. Neither the City
nor the Trustee nor any Paying Agent shall be required to treat both the original Bond and any duplicate
Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be
issued hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but
both the original and duplicate Bond shall be treated as one and the same.
ARTICLE III
PROCEEDINGS FOR THE ISSUANCE OF BONDS
SECTION 3.01. Series Resolution.
Whenever the City shall determine to issue any Series of Bonds, it shall adopt a Series Resolution
determining that the issuance of Bonds is necessary,as below stated,specifying the principal amount of such
Bonds and prescribing the terms and conditions of such Bonds and the Funds and Accounts (if the same are
not prescribed herein and are not inconsistent herewith) to be established for the security and payment
thereof.
SECTION 3.02. Provisions for Issuance of Bonds.
A. Series of Bonds shall be authorized by a Series Resolution of the City. The Bonds of each Series
shall, in addition to the title, contain an appropriate Series designation.
B. Each Series Resolution authorizing the issuance of a Series of Bonds shall contain a determination
or ratification of a previous determination by the City that the principal amount of said Series of Bonds is
necessary for the purpose of making Mortgage Loans to Finance Residential Construction, or for the
refunding of Bonds or for other lawful purposes, and shall specify:
(1) The purpose or purposes for which such Series of Bonds is being issued;
(2) The authorized principal amount and denominations of said Series of Bonds;
(3) The form or forms, title and designation of, and the manner of numbering and lettering, such
Series of Bonds;
(4) The portion of the Series of Bonds which are Term Bonds (if any) and the portion of the same
which are Serial Bonds (if any);
(5) The date or dates of maturity of such Bonds, and the Issue Date of such Series of Bonds;
(6) The amount and date of each Serial Bond payment, if any, for Serial Bonds and the amount
and date of each Sinking Fund Installment for Term Bonds, if any, required by such Series Resolution
to be paid by the City for the retirement of any of such Bonds;
(7) The Paying Agent or Paying Agents appointed by such Series Resolution for such Bonds;
(8) The rate or rates of interest, or the manner of determining such rate or rates of interest, on the
Bonds of such Series and the Interest Payment Dates of such Bonds;
(9) The manner in which Bonds of such Series are to be sold and provisions for the sale thereof;
(10) The designation of any Accounts to be established pursuant to Article V;
(11) Unless otherwise provided in the Series Resolution, the amount, if any, necessary for deposit
in the Interest Account;
(12) Unless otherwise provided in the Series Resolution, the amount, if any, necessary for deposit
in the Issuance Expense Account;
(13) Unless otherwise provided in the Series Resolution, the amount, if any, necessary for deposit
in the Mortgage Reserve Fund;
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(14) Unless otherwise provided in the Series Resolution, the amount, if any, necessary for deposit
in the Debt Service Reserve Fund and the date or dates for calculation of the amount of the Debt
Service Reserve Fund Requirement;
(15) Unless otherwise provided in the Series Resolution, the amount, if any, necessary for deposit
in the Operating Fund;
(16) Unless otherwise provided in the Series Resolution, the amount, if any, necessary for deposit
in the Mortgage Loan-Purchase Account;
(17) The method of selecting the bonds of such Series of Bonds which are to be called for
redemption prior to maturity and the method of crediting redeemed Term Bonds against the Sinking
Fund Installments of such Series of Bonds;
(18) The date or dates for transfer of moneys in the Principal Prepayment Subaccount to the
Redemption Fund; and
(19) Any other provisions deemed advisable by the City, not in conflict with or in substitution for
the provisions of this Resolution.
SECTION 3.03. Issuance and Delivery of Bonds.
After their authorization by a Series Resolution, Bonds of a Series may be executed by or on behalf of
the City, and delivered by the Trustee to the purchasers thereof upon compliance by the City with the
requirements, if any, set forth in such Series Resolution and with the requirements of Section 3.04.
SECTION 3.04. Conditions Precedent to Delivery of Bonds.
The Trustee shall deliver to the purchasers thereof any of the Bonds of any Series authorized to be
issued pursuant to this General Resolution and a Series Resolution, but only upon receipt of the following:
(1) A copy of this General Resolution, the Series Resolution, containing the items listed in Section
3.02, and any other applicable Supplemental Resolution, each certified by an Authorized Officer;
(2) An Opinion of Counsel and/or Bond Counsel,as the case may be,stating (i) that in the opinion
of such counsel this General Resolution and the applicable Series Resolution, and any applicable
Supplemental Resolution and/or Resolutions have been duly adopted by the City and contain the
provisions required by this General Resolution applicable to the Series of Bonds involved; (ii) that this
General Resolution and the applicable Series Resolution are valid and binding upon the City and are
enforceable in accordance with their terms; (iii) that this General Resolution and the applicable Series
Resolution create a valid pledge of that which this General Resolution and the applicable Series
Resolution purports to pledge, subject to the provisions of this General Resolution and the applicable
Series Resolution; provided, however, that said Opinion of Counsel may be qualified to the extent that
the enforceability of this General Resolution and the applicable Series Resolution may be limited by
bankruptcy,insolvency and other laws affecting the rights of creditors generally; (iv) that the Trustee is
duly authorized by the City to deliver Bonds as identified and described in the applicable Series
Resolution; and (v) that the principal amount of Bonds to be issued will not exceed any limit imposed
by law;
(3) An Officer's Certificate stating that the City is not, at the time of issuance of such Bonds, in
default hereunder; directing the Trustee to deliver Bonds as authorized; and stating the amounts to be
deposited in the various applicable Funds and Accounts;
(4) A Certificate of Projected Pledged Revenues, giving effect to the issuance of such Bonds and
demonstrating that (i) the scheduled and estimated Pledged Revenues reasonably determined by the
City therein to be available for the payment of Debt Service referred to therein, are in each Bond Year
in excess of the Debt Service for such Bond Year, and (ii) the remaining balance of the scheduled and
estimated Pledged Revenues will be sufficient to pay budgeted or estimated Operating Expenses for
each Bond Year the payment of which is not otherwise provided for;
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(5) Such further documents and moneys as are required by the provisions of Article X or any
Series Resolution adopted pursuant to Article X;
(6) An Officer's Certificate, that upon the issuance of the Bonds of the Series proposed to be
issued, the amount credited to the Debt Service Reserve Fund will be equal to or in excess of the Debt
Service Reserve Fund Requirement; and
(7) An Officer's Certificate, that, except with respect to refunding bonds, upon the issuance of the
Bonds of the Series proposed to be issued, the amount credited to the Mortgage Reserve Fund will be
equal to or in excess of the Mortgage Reserve Fund Requirement.
SECTION 3.05. Refunding Bonds.
A. Bonds may be issued to refund as a whole all Series of Bonds issued pursuant hereto and at that time
Outstanding. In such case, a new general resolution shall be used.
B. Bonds to refund Bonds of one or more particular Series of Bonds (or any portion thereof to the
extent permitted by law) at that time Outstanding shall be issued by the City under this Resolution and a
Series Resolution, but only upon the receipt by the Trustee of:
(1) The applicable Series Resolution for the refunding Bonds;
(2) The documents referred to in subsections (1), (2), (3) and (4) of Section 3.04;
(3) Irrevocable instructions to the Trustee,satisfactory to it, to give due notice of redemption of all
the Bonds to be refunded on a Redemption Date, if any, specified in such instructions;
(4) If the Bonds to be refunded are not by their terms subject to redemption within the next
succeeding sixty (60) days, irrevocable instructions to the Trustee, satisfactory to it, to make due
publication of the notice provided for in Article XIV to the Holders of the Bonds and coupons being
refunded;
(5) Either (a) moneys in an amount sufficient to effect the defeasance referred to in Article XIV,
which moneys shall be held by the Trustee or any one or more of the Paying Agents in a separate
account irrevocably in trust for and assigned to the respective Holders of the Bonds to be refunded, or
(b) Federal Securities having such terms and qualifications as shall satisfy the provisions referred to in
Article XIV with respect to Federal Securities held in lieu of money pursuant to said Article XIV,
which Federal Securities and moneys shall be held in trust and used only as provided in said Article
XIV; and
(6) Such further documents and moneys as are required by the provisions of Article X or any
Series Resolutions adopted pursuant to Article X.
SECTION 3.06. Validity of Bonds.
The validity of the authorization and issuance of any of the Bonds shall not be dependent on or affected
in any way by (a) any proceedings taken by the City or its Authorized Officers in connection with making
Mortgage Loans to Finance Residential Construction and otherwise carry out the purpose and intent of the
Ordinance,or (b) any contracts made by the City or its agents in connection therewith, or (c) the failure to
complete any particular undertaking or any part thereof commenced pursuant to the Ordinance.
ARTICLE IV
REDEMPTION OF BONDS
SECTION 4.01. Privilege of Redemption and Redemption Price.
Bonds subject to redemption prior to maturity pursuant to a Series Resolution shall be redeemable,
upon published notice as provided in this Article IV, at such times, at such Redemption Prices and upon
such terms in addition to the terms contained in this Article IV as may be specified in the Series Resolution
authorizing such Series.
60,005-39-2 18 4/2/80
SECTION 4.02. Optional Redemption at the Election or Direction of the City.
In the case of any redemption of Bonds at the election or direction of the City, the City shall give
written notice to the Trustee of its election or direction so to redeem,of the Redemption Date,of the Series,
and of the principal amounts of the Bonds of each maturity of such Series to be redeemed, which Series
maturities and principal amounts thereof to be redeemed shall be determined by the City in its sole
discretion,subject to any limitations with respect thereto contained in the applicable Series Resolution or in
this Resolution. Such notice shall be given at not more than sixty (60) nor less than thirty (30) days prior to
the Redemption Date or such shorter period as shall be acceptable to the Trustee. In the event notice of
redemption shall have been given as provided in Section 4.05, there shall be established prior to publication
an amount in the Redemption Fund which, in addition to other moneys, if any, available therefor shall be
sufficient to redeem on the Redemption Date at the Redemption Price thereof, plus interest accrued and
unpaid to the Redemption Date, all of the Bonds to be redeemed.
SECTION 4.03. Mandatory Redemption Otherwise Than at City's Election or Direction.
Whenever, by the terms of this Resolution and pursuant to a Series Resolution, the Trustee is required
or authorized to redeem Bonds otherwise than at the election or direction of the City,the Trustee shall select
the Bonds to be redeemed, give the notice of redemption and pay from moneys available therefor the
Redemption Price thereof, plus interest accrued and unpaid to the Redemption Date, to the appropriate
Paying Agents in accordance with the terms of this Article IV.
SECTION 4.04. Selection of Bonds to be Redeemed.
If less than all of the Bonds of like maturity of any Series shall be called for redemption, the particular
Bonds or portions of Bonds to be redeemed shall be selected in such manner as shall be set forth in the
applicable Series Resolution; provided, however, that the portion of any Fully Registered Bond of a
denomination larger than the minimum denomination of such Series ($5,000) may be redeemed in the
principal amount of such minimum denomination or a whole multiple thereof, and that for purposes of
selection and redemption, any such Fully Registered Bond of a denomination larger than the minimum
denomination of such Series shall be considered to be that number of separate Bonds of such minimum
denomination which is obtained by dividing the principal amount of such Bond by such minimum
denomination.
SECTION 4.05. Notice of Redemption.
When the Trustee shall receive notice from the City of its election or direction to redeem Bonds
pursuant to Section 4.02, and when redemption of Bonds is authorized or required pursuant to Section 4.03,
the Trustee shall give notice, in the name of the City, of the redemption of such Bonds. Such notice shall
specify: (i) the Series and maturities of the Bonds to be redeemed, (ii) the Redemption Date, (iii) the
Redemption Price, (iv) the place or places where the Redemption Price will be payable, (v) if less than all of
the Bonds of any like Series and maturity are to be redeemed, the letters and numbers or other distinguish-
ing marks of such Bonds so to be redeemed,and (vi) in the case of Fully Registered Bonds to be redeemed in
part only, such notice shall also specify the Fully Registered Bond numbers and the respective portions of
the principal amounts thereof to be redeemed. Such notice shall further state that on the Redemption Date
there shall become due and payable upon each Bond to be redeemed the Redemption Price thereof, or the
Redemption Price of the specified portions of the principal thereof in the case of Fully Registered Bonds to
be redeemed in part only, together with interest accrued to the Redemption Date, and that from and after
such date interest thereon shall cease to accrue and be payable. Such notice shall be given (i) by publication
at least once in an Authorized Newspaper, the first of such publications to be not more than sixty (60) days
prior to the Redemption Date and the last of such publications to be not less than thirty (30) days prior to
such date, (ii) by filing copies of such notice with the Paying Agents at the time of first publication,and (iii)
by mailing, postage prepaid, not more than sixty (60) days nor less than thirty (30) days prior to the
Redemption Date, copies thereof to the Holders of any Fully Registered Bonds whose Bonds, or portions
thereof,are to be redeemed,to the Holders of any Bearer Bonds to be redeemed who have listed their names
and addresses and numbers of Bonds and to the initial purchasers of the Bonds. Such mailings shall not be a
60,005-39-2 19 4/2/80
condition precedent to such redemption and failure so to mail any such notice shall not affect the validity of
the proceedings for the redemption of the Bonds. If Fully Registered Bonds constitute all of the Bonds of a
Series at the time Outstanding, it shall be sufficient notice of any redemption of such Bonds in whole or in
part that notice thereof stating the Redemption Date, the amount of principal to be redeemed or prepaid
and the amount of any premium, if any, be mailed, postage prepaid, not more than sixty (60) days nor less
than thirty (30) days prior to such Redemption Date to the registered Holders of such Bonds.
SECTION 4.06. Redemption Fund.
Prior to the publication as above required, there shall be credited to the "Redemption Fund [insert
further designation to identify the Bonds for which the Redemption Fund is being established]",without the
liquidation of any investments, moneys for the purpose and sufficient to redeem, at the premiums, if any,
payable as provided in the Series Resolution, the Bonds designated in such notice of redemption. Said
moneys must be credited to said Fund solely for that purpose,shall be so identified and shall be applied on or
after the Redemption Date to the payment of the principal of and premium, if any, of the Bonds to be
redeemed upon presentation and surrender of such Bonds together with (except as to Fully Registered
Bonds) all interest coupons appertaining thereto maturing after the Redemption Date.
SECTION 4.07. Partial Redemption of Fully Registered Bonds.
Upon surrender of any Fully Registered Bond redeemed in part only, the Trustee shall execute and
authenticate and deliver to the registered Holder thereof,at the expense of the City,a new Bond or Bonds of
authorized denominations equal in aggregate principal amount to the unredeemed portion of the Fully
Registered Bond surrendered and of the same interest rate or rates and same maturity or maturities, which
new Bond or Bonds may be, at the option of the registered Holders, either a Bearer Bond or Bearer Bonds
with all unmatured coupons appertaining thereto or a Fully Registered Bond or Fully Registered Bonds, or
in part a Bearer Bond or Bearer Bonds and the balance a Fully Registered Bond or Fully Registered Bonds.
SECTION 4.08. Payment of Redeemed Bonds.
Notice having been given as aforesaid, and the moneys for the payment of the principal thereof,
premium, if any, and interest to the extent not otherwise available for payment from the Interest Account to
the Redemption Date having been set aside in the Redemption Fund as aforesaid, the Bonds or portions
thereof so called for redemption shall become due and payable on the Redemption Date at the Redemption
Price, plus interest accrued and unpaid to the Redemption Date, and, upon presentation and surrender
thereof at the office or offices specified in such notice, together with, in the case of Bearer Bonds, all
appurtenant coupons maturing subsequent to the Redemption Date, such Bonds or portions thereof shall be
paid at the Redemption Price, plus interest accrued and unpaid to the Redemption Date not represented by
coupons for matured interest installments. All interest installments represented by coupons which shall have
matured on or prior to the Redemption Date shall continue to be payable to the bearers of such coupons
from the appropriate Fund or Account other than the Redemption Fund. If, on the Redemption Date,
moneys for the redemption of all the Bonds or portions thereof of any like Series and maturity to be
redeemed, together with interest to the Redemption Date,shall be held by the Trustee or any Paying Agent
so as to be available therefor on said Redemption Date, and, if notice of redemption shall have been given as
aforesaid,then, from and after the Redemption Date interest on the Bonds or portions thereof of such Series
and maturity so called for redemption shall cease to accrue and become payable, and the coupons
appertaining thereto maturing subsequent to the Redemption Date shall be void. If said moneys shall not be
so available on the Redemption Date, such Bonds or portions thereof shall continue to bear interest until
paid at the same rates as they would have borne had they not been called for redemption.
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ARTICLE V
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION OF BOND PROCEEDS
SECTION 5.01. General.
A. As provided in Section 1.02, the Pledged Revenues are irrevocably pledged to the payment of the
principal of and premium, if any, and interest on the Bonds, in accordance with the terms and provisions of
this General Resolution.
B. All such Pledged Revenues pledged in accordance with the terms and provisions of this General
Resolution shall immediately be subject to the lien of this pledge without any physical delivery thereof or
further act, and the lien of this 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.
SECTION 5.02. Funds and Accounts.
A. The City hereby creates and establishes the following Funds and Accounts within said Funds:
1. Bond Proceeds Fund
(a) Issuance Expense Accounts
(b) Mortgage Loan-Purchase Accounts
2. Revenue Fund
(a) Interest Account
(b) Principal Account
(i) Principal Prepayment Subaccount
(c) Mortgage Reserve Fund
(d) Debt Service Reserve Fund
(e) Operating Fund
(f) Asset Accumulation Fund
3. Redemption Fund
B. Each of the above designated Funds and Accounts shall be established and held by the Trustee,
except that the Operating Fund shall be established and held by the Treasurer of the City.
SECTION 5.03. Disposition of Bond Proceeds.
A. The Trustee shall establish within the Bond Proceeds Fund:
(1) a separate Account designated "Issuance Expense Account" (inserting therein the Series
designation of such Bonds) for the Bonds of each Series Outstanding;
(2) a separate Account designated "Mortgage Loan-Purchase Account" (inserting therein the
Series designation of such Bonds) for the Bonds of each Series Outstanding; and
(3) such other Accounts as may from time to time be required pursuant to the provisions of a
Series Resolution.
B. Upon delivery of the Bonds of any Series, the proceeds thereof shall be deposited into the Bond
Proceeds Fund and shall then be transferred (along with other moneys as provided herein) to the
appropriate Fund or Account, all in the order hereinafter set forth in this Section 5.03.
C. The amount of moneys paid as accrued interest, if any, from the date of the Bonds of any Series
Outstanding to the date of delivery thereof plus such additional amounts as shall be specified or as otherwise
provided pursuant to the Series Resolution for such Series of Bonds shall be transferred to the Interest
Account.
D. The amount of moneys specified or as otherwise provided pursuant to the Series Resolution for such
Series shall be deposited in the Issuance Expense Account.
The Trustee shall from time to time pay out, or permit the withdrawal of, moneys credited to any
Issuance Expense Account, free and clear of any lien or pledge created by this Resolution, for the purpose of
60,005-39-2 21 4/2/80
paying in the manner herein authorized any Costs of Issuance of the Bonds of the Series for which such
Account was established, upon receipt by the Trustee of a Requisition and Certificate of the City stating
that the amount to be paid from such Account pursuant to such Requisition and Certificate of the City is a
proper charge thereon. Upon receipt of each such Requisition and Certificate of the City, the Trustee shall
deliver to or upon the order of the City a check or draft drawn upon the applicable Issuance Expense
Account for the payment of each item.
Upon receipt of a Certificate of the Agency stating that all Costs of Issuance of the applicable Series of
Bonds have been paid, the Trustee shall transfer any moneys remaining in said Issuance Expense Account to
the Mortgage Loan-Purchase Account established for such Series, except in the case of a refunding, which
shall be in accordance with the proceedings for the issuance of the refunding bonds.
E.The amount of moneys, if any, including, without limitation,any amounts of moneys made available
therefor by the City, as specified or as otherwise provided pursuant to the Series Resolution for such Series
of Bonds shall be transferred to or deposited in the Mortgage Reserve Fund.
F. The amount of moneys, if any, including, without limitation, any other amounts of moneys made
available therefor by the City, specified or as otherwise provided pursuant to the Series Resolution for such
Series of Bonds, as necessary to establish the amount in the Debt Service Reserve Fund at,or to increase the
amount in such Fund to, the Debt Service Reserve Fund Requirement shall be transferred to and deposited
in the Debt Service Reserve Fund.
G. The amount of moneys, if any, required or as otherwise provided pursuant to the Series Resolution
for such Series of Bonds, shall be paid into the Operating Fund.
H.There shall be paid into the Mortgage Loan-Purchase Account established for a Series of Bonds any
amount of moneys in excess of the sums established pursuant to subsections C, D, E, F and G above and the
amounts required to be so paid by the provisions of the applicable Series Resolution.
Except as may be otherwise provided by a Series Resolution, amounts in any Mortgage Loan-Purchase
Account shall be expended and applied only to payments in the following order of priority:
(1) For the purchase of Mortgage Loans in accordance with Section 8.01; and
(2) For transfers by the Trustee of any moneys remaining in the Mortgage Loan-Purchase
Account for a period of three (3) years from the date of the Bonds of the applicable Series of Bonds, or
such other date as may be directed by the Series Resolution for such Series of Bonds, to the
Redemption Fund established for the respective Series of Bonds.
The Trustee shall from time to time pay out or permit the withdrawal of moneys from a Mortgage
Loan-Purchase Account for the purpose of making payments pursuant to the foregoing paragraph: (i) upon
receipt of a Requisition and Certificate of the City stating that the amount to be paid from such Mortgage
Loan-Purchase Account pursuant to such Requisition and Certificate of the City is a proper charge thereon,
or (ii) pursuant to an Officer's Certificate directing the Trustee to make payments pursuant to a Mortgage
Loan-Purchase Agreement relating to such Series of Bonds.
Investments of moneys in the Mortgage Loan-Purchase Account shall be scheduled as set forth in an
Officer's Certificate so that the investments will mature reasonably in accordance with the projected
schedule or need for such moneys. Income or interest earned by, or increment to, moneys in a Mortgage
Loan-Purchase Account shall from time to time as received be transferred by the Trustee to the Revenue
Fund and identified as Pledged Receipts.
ARTICLE VI
APPLICATION OF REVENUES AND OTHER MONEYS
SECTION 6.01. Revenue Fund.
A. The City shall cause all Pledged Revenues (except for that portion received by the City as
repayment of accrued interest on the purchase of Mortgage Loans, which shall be credited to the
appropriate Mortgage Loan-Purchase Account), when received, to be promptly deposited on or before the
60,005-39-2 22 4/2/80
twenty-fifth (25th) day of every month with the Trustee to the credit of the Revenue Fund, which shall be
promptly identified as being either Recoveries of Principal or Pledged Receipts. From the Pledged Receipts,
prior to making any deposits hereinafter set forth,the Trustee shall pay any premiums necessary to maintain
any Special Hazard Insurance as may be required by the applicable Series Resolution and to pay the fees of
the Trustee.
B. On or before the twenty-fifth (25th) day of each month the Trustee shall pay or deposit the Pledged
Revenues received during such month into the Funds and Accounts as hereinafter set forth in this Article.
SECTION 6.02. Interest Account.
A.The Trustee shall deposit into the Interest Account sufficient sums to make the payments referred to
by subsection B of this Section. The Trustee shall deposit into the Interest Account from the amount of
Pledged Receipts in the Revenue Fund, the amount necessary, taking into consideration any amounts
already on deposit therein,to increase the amount in the Interest Account so that it will equal interest on the
Outstanding Bonds accrued and unpaid and to accrue (at least one-sixth (I/6th) of each semiannual interest
installment to accrue each month) to the first day of the next succeeding month.
B. On each Interest Payment Date for any of the Bonds Outstanding of any particular Series of Bonds,
the Trustee shall pay from moneys deposited into the Interest Account for such Series of Bonds any amounts
required by it and the Paying Agents for the payment of the Interest Requirement, and on any Redemption
Date the amounts required for the payment of accrued interest on Bonds then to be redeemed, unless the
payment of such accrued interest shall be otherwise provided for, shall be applied by the Trustee and the
Paying Agents to such payments.
SECTION 6.03. Principal Account.
A. The Trustee shall deposit into the Principal Account moneys in the Revenue Fund representing
Recoveries of Principal related to a particular Series of Bonds during each Bond Year until there shall be
accumulated therein the Principal Installment due on the next Principal Installment Date, and the balance
of moneys received as Pledged Revenues representing Recoveries°of Principal shall be deposited in the
Principal Prepayment Subaccount.
B. On each Principal Installment Date the Trustee shall pay from moneys on deposit in the Principal
Account such sums as it may need to pay the amounts required for the payment of principal due on the
Serial Bonds Outstanding on such date to the Holders of such Serial Bonds.
C. On such date or dates as may be specified in the applicable Series Resolution, moneys in the
Principal Prepayment Subaccount shall be deposited in or credited to the Redemption Fund to redeem a like
principal amount of Bonds, provided, however, that such funds shall not be used to redeem bonds to the
extent, subject to the restrictions of Section 8.11, that they can be invested at a yield in excess of the
weighted average interest rate on the Outstanding Bonds.
D. As soon as practicable after the sixtieth (60th) day but not less than the thirtieth (30th) day
preceding the Redemption Date applicable to any Sinking Fund Installment, the Trustee shall proceed to
call for redemption pursuant to Article IV hereof, on such Redemption Date, Bonds of the Series and
maturity or maturities thereof for which such Sinking Fund Installment was established in such amount as
shall be necessary to retire the principal amount specified for such Sinking Fund Installment. The Trustee
shall transfer from the Principal Account to the appropriate Paying Agents for payment to the Bondholders,
on each such Redemption Date, the amount required for the redemption of the Bonds so called for
redemption, together with interest thereon to the Redemption Date, which amounts shall be paid from
moneys in the Interest Account, and such amount shall be applied by such Paying Agents to such
redemption.
In lieu or partially in lieu of such call and redemption as set forth in the preceding paragraph, moneys
in the Principal Account which represent the applicable Sinking Fund Installment may be used to purchase
Outstanding Bonds of the Series and maturity or maturities thereof for which such Sinking Fund Install-
ment was established in the manner hereinafter provided. Purchases of such Bonds may be made by the
60,005-39-2 23 4/2/80
Trustee at public or private sale as follows: (1) such purchases shall be made as soon as practicable after the
sixtieth (60th) day but not less than the forty-fifth (45th) day prior to the Redemption Date; (2) the Bonds
purchased shall be, in whole or in part, the same Bonds that have been previously selected by the Trustee for
call and redemption prior to maturity; and (3) the purchase price for any Bonds so purchased (including
brokerage or other expenses) shall not be more than the applicable Redemption Price, and any accrued
interest payable upon such purchase shall be paid from the Interest Account.
SECTION 6.04. Mortgage Reserve Fund.
A. Upon the delivery of any Bonds pursuant to the applicable Series Resolution, the Trustee shall
transfer from the proceeds of such Bonds or otherwise, the sum of money, if any, specified in the applicable
Series Resolution for such Series of Bonds to be deposited in the Mortgage Reserve Fund.
B. Following the deposit set forth in Section 6.02, the Trustee shall deposit into the Mortgage Reserve
Fund, moneys from the Revenue Fund representing Pledged Receipts if such deposits are necessary to
restore the amount in such Fund to the Mortgage Reserve Fund Requirement.
C. No Mortgage Loan shall be made or purchased unless simultaneously with such making or
purchasing there shall be on deposit in the Mortgage Reserve Fund an amount equal to the Mortgage
Reserve Fund Requirement.
D. Moneys in the Mortgage Reserve Fund shall be withdrawn and transferred by the Trustee for the
following purposes in the following order of priority:
(1) If at any time any interest on Bonds or principal or Redemption Price of Bonds or any Sinking
Fund Installment has become due and payment thereof in full has not been made or provided for and
moneys therefor are not available in the Interest Account and the Principal Account, and the Asset
Accumulation Fund has been exhausted, the Trustee shall forthwith withdraw from the Mortgage
Reserve Fund an amount not exceeding the amount required to provide for such payment in full and
apply the amounts so withdrawn to such payment; and
(2) At any time, the Trustee may withdraw from the Mortgage Reserve Fund and pay to the
Agency or to any person named in a Requisition filed with the Trustee any amount stated in an Officer's
Certificate to be needed and not otherwise available for the payment of costs and expenses necessarily
incurred or to be incurred within one (1) year from the date of the Requisition, for the maintenance and
preservation of the value of Residential Construction, including, but not limited to, real property taxes,
insurance, foreclosure fees, appraisal and legal fees, repairs, maintenance, utilities and improvements
necessary for the sale of such Residential Construction.
E. Except as set forth in subsection F below, moneys in the Mortgage Reserve Fund in excess of the
Mortgage Reserve Fund Requirement, whether from interest earnings or otherwise, shall be transferred by
the Trustee to the Revenue Fund one (1) day after the end of any Bond Year and identified as Pledged
Receipts.
F. If so provided in the applicable Series Resolution, excess moneys resulting from decreases in the
Mortgage Reserve Fund Requirement shall be transferred to the Redemption Fund on the sixtieth (60th)
day preceding the Principal Installment Date and used to redeem Bonds on the next Redemption Date or,
subject to the restrictions of Section 8.11, invested to the extent such moneys may be legally invested at a
yield in excess of the weighted average interest rate on the then Outstanding Bonds.
G. Any provision of this General Resolution to the contrary notwithstanding,any amounts repaid to the
City for advances made pursuant to subsection D shall, when received by the City, be deposited into the
Mortgage Reserve Fund.
SECTION 6.05. Debt Service Reserve Fund.
A. Upon the delivery of the Bonds of any Series pursuant to this Resolution, the Trustee shall transfer
from the proceeds of such Bonds or otherwise, the sum of money, if any, specified in the applicable Series
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Resolution, necessary to establish the amount in the Debt Service Reserve Fund at, or to increase the
amount in such Fund to, the Debt Service Reserve Fund Requirement.
B. Following the deposits set forth in Sections 6.02 and 6.04, the Trustee shall deposit into the Debt
Service Reserve Fund moneys from the Revenue Fund representing Pledged Receipts if such deposits are
necessary to restore the amount in such Fund to the Debt Service Reserve Fund Requirement.
C. If at any time any interest on the Bonds or principal or Redemption Price of the Bonds or any
Sinking Fund Installment has become due and payment thereof in full has not been made or provided for
and moneys therefor are not available in the Interest Account or Principal Account, and the Asset
Accumulation Fund and the Mortgage Reserve Fund have been exhausted, the Trustee shall forthwith
withdraw from the Debt Service Reserve Fund an amount not exceeding the amount required to provide for
such payment in full and apply the amount so withdrawn to such payment.
In the case of any purchase, redemption or payment of principal in whole, of any Bonds, or any Series
of Bonds,the City may direct the Trustee to apply moneys in the Debt Service Reserve Fund to the payment
of the principal or Redemption Price of and interest on the Bonds being purchased, redeemed or paid up to
the amount by which the amount in the Debt Service Reserve Fund would exceed the Debt Service Reserve
Fund Requirement after giving effect to such purchase, redemption or payment.
D. The City may direct the Trustee to, or in the absence of direction the Trustee shall, invest the
moneys in the Debt Service Reserve Fund in Permitted Investments, of the maturities of principal which
correspond, to the extent possible, to the schedule of Permitted Investments furnished by the City to the
Trustee as part of the Certificate of Projected Pledged Revenues delivered pursuant to Section 3.04 hereof.
E. Moneys in the Debt Service Reserve Fund in excess of the Debt Service Reserve Fund Requirement,
whether from interest earnings or otherwise, shall be transferred by the Trustee to the Revenue Fund one
(1) day after the end of any Bond Year and identified as Pledged Receipts.
SECTION 6.06. Operating Fund.
A. There shall be paid into the Operating Fund at the time of the issuance of a Series of Bonds the
amount, if any, required to be so paid by the provisions of the applicable Series Resolution and to be used as
provided therein.
B. Following the deposits set forth in Sections 6.02, 6.04 and 6.05, the Trustee shall deposit into the
Operating Fund, moneys from the Revenue Fund representing Pledged Receipts during each Bond Year, in
an amount (on an annualized basis) not to exceed one-quarter of one percent (�/4%) of the then outstanding
principal amount of the Mortgage Loans (less any amounts paid by the Trustee from the Revenue Fund as
Special Hazard Insurance premiums and as fees of the Trustee). As nearly as practicable the transfers shall
be made on a monthly basis; and, in order that this may be accomplished, the City shall submit an Officer's
Certificate to the Trustee prior to the twenty-fifth (25th) day of each month stating the amounts presently
held pursuant to this Section, subject to year-end adjustment.
C. Moneys in the Operating Fund shall be withdrawn and paid out from time to time by the City for
the purpose of paying reasonable or necessary Operating Expenses and when so withdrawn and paid out
shall be free and clear of any lien or pledge created by this Resolution.
D. Amounts in the Operating Fund may, in the discretion of the City, be invested in Permitted
Investments maturing in such amounts and at such times as may be necessary to provide funds when needed
to pay Operating Expenses. The City may, and to the extent required for payments from the Operating
Fund shall, sell at the best price obtainable or duly present for redemption, any such Permitted Investment
at any time, and the proceeds of such sale and of all payments at maturity and upon redemption of such
Permitted Investments shall be held in the Operating Fund for expenditure pursuant to the provisions of this
Section.
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SECTION 6.07. Asset Accumulation Fund.
A. Following the deposits set forth in Sections 6.02, 6.04, 6.05 and 6.06, the Trustee shall deposit into
the Asset Accumulation Fund moneys from the Revenue Fund representing Pledged Receipts during each
Bond Year.
B. Moneys deposited pursuant to subsection A above, and remaining therein on each Interest Payment
Date, shall be transferred by the Trustee in the following order of priority:
(1) To make up any deficiency in the Funds and Accounts in the following order:
FIRST: Interest Account
SECOND: Principal Account
THIRD: Mortgage Reserve Fund
FOURTH: Debt Service Reserve Fund
FIFTH: Operating Fund
(2) After the foregoing transfers of moneys, moneys in the Asset Accumulation Fund shall be
accumulated therein until the amount therein exceeds two percent (2%) of the principal amount of all
Series of Bonds originally issued and of which Series there are still Bonds Outstanding.
(3) After the foregoing accumulation, Bonds shall be called for redemption in whole or in part on
any Principal Installment Date from funds accumulated in the Asset Accumulation Fund, but only if
and to the extent that (a) the amount of such accumulation is greater than two percent (2%) of the
principal amount of each series of Bonds originally issued under this General Resolution (and of which
series there are still Bonds Outstanding), and (b) the sum of the outstanding principal amount of the
Mortgage Loans, plus all amounts in the various Funds and Accounts in the Revenue Fund (excluding
the Interest Account and the Operating Fund) and in the Mortgage Loan-Purchase Account and the
Redemption Fund, does not exceed the principal amount of all Outstanding Bonds plus the foregoing
amount stated in (a) above, to wit, an amount equal to two percent (2%) of the principal amount of
each series of Bonds originally issued under this General Resolution (and of which series there are still
Bonds Outstanding); provided, however, that after the above two tests ((a) and (b)) are exceeded the
mandatory duty to call and redeem Bonds from the Asset Accumulation Fund shall not apply;provided,
however, that any of such funds shall not be used to redeem Bonds pursuant to this paragraph to the
extent, subject to the restrictions of Section 8.11 hereof, that they can be legally invested at a yield in
excess of the weighted average interest rate on the then Outstanding Bonds.
(4) If the tests set forth in (a) and (b) in paragraph (3) above have been exceeded, Bonds may be
called for redemption at the direction of the Agency in whole or in part on any Principal Installment
Date (subject to the redemption provisions specified in any Series Resolution) from and to the extent
there are funds accumulated in the Asset Accumulation Fund, but only if and to the extent that (a) the
amount of such accumulation is greater than two percent (2%) of the principal amount of each series of
Bonds originally issued under this General Resolution (and of which series there are still Bonds
Outstanding) and (b) the sum of the outstanding unpaid principal amount of the Mortgage Loans, plus
all amounts in the various Funds and Accounts in the Revenue Fund (excluding the Interest Account
and the Operating Fund) and in the Mortgage Loan-Purchase Account and the Redemption Fund,
exceeds the principal amount of all Outstanding Bonds plus the foregoing amount stated in (a) above,
to wit, an amount equal to two percent (2%) of the principal amount of each series of Bonds originally
issued under this General Resolution (and of which series there are still Bonds Outstanding); provided,
however, that in lieu of such optional call and redemption, the City may withdraw such excess moneys
from the lien of this Resolution and use the same for any authorized purpose.
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ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
SECTION 7.01. Moneys Deposited to be Held in Trust.
All moneys held by the Trustee and any Paying Agent under the provisions of this Resolution shall be
held in trust and applied only in accordance with the provisions of this Resolution and the applicable Series
Resolution and shall not be subject to lien or attachment by any creditor of the City other than the lien of
the Holders of the Bonds issued pursuant to and secured by this Resolution and the applicable Series
Resolution.
SECTION 7.02. Security for Deposits.
All moneys held hereunder by the Trustee and any Paying Agent shall be held in time or demand
deposits and shall be continuously and fully secured at all times by such obligations and to the fullest extent
as shall be required by law for public deposits, except to the extent that moneys are invested as hereinafter
provided.
SECTION 7.03. Investment of Funds and Accounts.
A. Moneys held in any Fund or Account created hereunder shall be invested with reasonable diligence
by the Trustee in Permitted Investments to the extent permitted by law for public funds secured as set forth
in Section 7.02 in such a manner as, in the opinion of the Trustee, will maximize interest returns; provided,
however, that the City may at any time and in its discretion direct the Trustee as to specific Permitted
Investments by an Officer's Certificate.The maturity or Redemption Date of Permitted Investments and the
deposits set forth in Section 7.02 shall coincide as nearly as practicable with the times at which moneys in
said Funds or Accounts will be required for the purposes in this Resolution.
B. Permitted Investments, purchased as an investment of moneys in any Fund or Account held by the
Trustee, shall be deemed at all times to be a part of such Fund or Account until such amount is transferred
in accordance with this Resolution.
C. In computing the amount in any Fund or Account held by the Trustee, obligations purchased as an
investment of moneys therein shall be valued at the actual cost thereof; provided that the Debt Service
Reserve Fund shall be valued at either the cost or market price thereof, determined annually on each
Principal Installment Date, whichever is lower, exclusive of accrued interest. Permitted Investments in the
Debt Service Reserve Fund, however, shall not be redeemed or otherwise liquidated unless the Trustee has
determined that it is necessary to use the moneys therein as set forth in Section 6.05C.
D. The Trustee shall sell at the best price obtainable, or present for redemption, any Permitted
Investments whenever it shall be necessary in order to provide moneys to meet any payment or transfer from
the Fund or Account for which such investment was made.
E. In lieu of the investment of moneys in Permitted Investments, the Trustee may deposit moneys from
any Fund or Account in interest-bearing time or savings deposits, or may make other similar banking
arrangements with itself or any bank or trust company or national banking association or savings and loan
association; provided, that no moneys in the Bond Proceeds Fund shall be so deposited unless the Trustee
shall certify in writing to the City, upon the making of each such deposit or arrangement, that: (i)
investment in Permitted Investments is impracticable in the circumstances, or (ii) the interest to be earned
thereon will be in excess of the interest, income or increment that would be earned by the investment of such
moneys in Permitted Investments at the then current market prices; and (iii) all moneys in each such
interest-bearing time or savings deposit or other similar banking arrangement shall be continuously and
fully secured as provided in Section 7.02.
SECTION 7.04. Debt Service Reserve Fund Investment Restrictions.
Moneys in the Debt Service Reserve Fund may be invested in Permitted Investments maturing up to
but not beyond the year of final maturity of the Bonds.
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SECTION 7.05. Mortgage Reserve Fund Investment Restrictions.
Moneys in the Mortgage Reserve Fund shall not be invested in Permitted Investments where the
Permitted Investments mature beyond one (1) year from the date of investment.
SECTION 7.06. Transfer to Revenue Fund.
The interest earned or other income derived from the investment or deposit of moneys in any Fund or
Account shall accrue to or be transferred by the Trustee upon receipt thereof to the Revenue Fund and
identified as Pledged Receipts.
ARTICLE VIII
PROGRAM COVENANTS AND OTHER COVENANTS OF THE CITY
The City covenants and agrees with Holders of the Bonds as follows:
SECTION 8.01. Purchase and Making of Mortgage Loans.
A. In carrying out the Program, the City shall purchase or make, from the appropriate portion of the
proceeds of a Series of Bonds as may be set forth in a Series Resolution, from any available moneys,
Mortgage Loans with such maturity dates, for such prices and at such rates of interest as will permit the
City to pay the Debt Service on the Bonds issued to obtain such moneys, in a manner consistent with the
Ordinance, this General Resolution, the Series Resolution, the Rules and Regulations and other documenta-
tion of the City applicable thereto. The City may also specify in a Series Resolution that all or a portion of
the moneys in a Mortgage Loan-Purchase Account shall be used by the City to purchase and/or make
Mortgage Loans for the Financing of Residential Construction in a specific area or development.
B. Each Mortgage Loan made from the proceeds of a Series of Bonds shall meet the following
conditions:
(1) The Mortgage Loan shall be insured or guaranteed by a Mortgage Insurer in an amount and
manner approved by the City, and without limiting the generality of the foregoing, each Mortgage
Loan shall be:
(i) a Mortgage Loan on a one (1) unit single family dwelling occupied by the Mortgagor or a
condominium unit occupied by the Mortgagor;
(ii) insured by the FHA, guaranteed by the VA or insured by a PMI so that the uninsured
portion of the Mortgage Loan is not in excess of sixty percent (60%) of the lower of the original
appraised value or cost of the Residence, provided, however, that every Mortgage Loan not insured
or guaranteed as otherwise provided herein shall be insured in an amount equal to ten percent
(10%) of the principal amount of the Mortgage Loan, and all Mortgage Loans insured by a PMI
shall provide for a prepayment penalty to the extent permitted by law; and
(iii) of the cumulative total principal amount of Mortgage Loans delivered by the Qualified
Mortgage Lender to the Agency under a Mortgage Loan-Purchase Agreement, no more than fifty
percent (50%) of such amount shall be Mortgage Loans insured by a PMI having a loan-to-value
ratio in excess of ninety percent (90%) at the time of origination;
(2) The Qualified Mortgage Lender originating the Mortgage Loan to the City shall have
represented and warranted to the City that:
(i) The Mortgage Loan is an interest bearing obligation secured by a Mortgage on a
Residence located in the Redevelopment Project,and the Mortgage is the subject of an ALTA title
insurance policy with CLTA endorsements 100 and 116 attached thereto ("Title Insurance
Policy") in an amount at least equal to the outstanding principal amount of the Mortgage Loan,
and insuring that the Mortgage constitutes a first mortgage lien on the mortgaged premises subject
only to real property taxes and assessments not yet due and liens and encumbrances customarily
accepted in accordance with generally accepted title standards; and the period required for the
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perfection of mechanics or materialmen's liens for work performed or materials supplied prior to
the date of the Mortgage has expired;
(ii) The Residence involved in the Mortgage Loan is covered by a valid and subsisting policy
of Hazard Insurance issued by a company meeting the insurance requirements of FNMA or
FHLMC and lawfully doing business in the State;
(iii) The proceeds of the Mortgage Loan will be or have been devoted to purchasing dwellings
which constitute Residential Construction within the meaning of the Ordinance, this General
Resolution and the applicable Series Resolution;
(iv) The Mortgage Loan shall be repaid in substantially equal monthly installments unless
otherwise specifically provided in the Series Resolution authorizing the issuance of the Series of
Bonds, the proceeds of which will be used to make or purchase such Mortgage Loan;
(v) The Mortgagor has furnished to the Qualified Mortgage Lender a statement that the
Mortgagor intends to occupy the residential structure involved in the Mortgage Loan, and that
such residential structure is either a single family residential dwelling unit or a condominium unit;
and
(vi) In its reasonable judgment, the Mortgage Loan represents a prudent investment for its
own account, except that the interest rate may be below that which would be charged by private
lenders on the open market;
(3) The requirements of the Ordinance and the Rules and Regulations shall have been complied
with.
C. The City shall take whatever action is authorized by law from time to time to assign the Mortgage
Loans to the Trustee for the term of such Mortgage Loans.
SECTION 8.02. Enforcement of Mortgage Loans and Mortgage Loan-Purchase Agreements.
The City shall diligently enforce and take all reasonable steps, actions and the proceedings necessary
for the enforcement of all terms, covenants and conditions of all Mortgage Loans, Mortgage Loan-Purchase
Agreements and Mortgage Servicing Agleements, including the prompt payment of all Mortgage Loan
principal and interest payments and all other amounts due the City thereunder. The City shall not release
the obligations of any Mortgagor or Qualified Mortgage Lender under any Mortgage Loan, Mortgage
Loan-Purchase Agreement and Mortgage Servicing Agreement, and shall at all times, to the extent
permitted by law, defend, enforce, preserve and protect the rights and privileges of the City and of the
Holders of the Bonds under or with respect to each Mortgage Loan, Mortgage Loan-Purchase Agreement
and Mortgage Servicing Agreement, provided that this provision shall not be construed to prevent the City
from settling, in case of a default in payment thereof, any Mortgage Loan, Mortgage Loan-Purchase
Agreement or Mortgage Servicing Agreement on such terms as the City shall determine, subject to the
approval by the Trustee, to be in the best interests of the City and the Holders of the Bonds.
SECTION 8.03. Sale of Mortgage Loans.
The City may at any time sell, assign or otherwise dispose of a Mortgage Loan:
(1) in order to realize the benefit of any insurance or guarantee with respect to such Mortgage
Loan or any covenant of a Qualified Mortgage Lender under a Mortgage Loan-Purchase Agreement;
(2) in order to provide funds for the redemption, purchase or defeasance of all the Bonds; or
(3) upon payment in full of such Mortgage Loan.
SECTION 8.04. Amendment of Mortgage Loans.
The City shall not consent or agree to or permit any amendment or modification of any Mortgage Loan,
Mortgage Loan-Purchase Agreement or Mortgage Servicing Agreement which will in any manner impair or
materially adversely affect the rights or security of the Holders of the Bonds under this General Resolution.
In determining whether any amendment or modification will in any manner impair or materially adversely
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affect the rights or security of the Holders of the Bonds under this General Resolution the City may rely on
an Opinion of Counsel.
SECTION 8.05. Power as to Mortgage Loans.
The City has,and will have so long as any Bonds are Outstanding,the legal right and power to hold and
collect Pledged Revenues with respect to all Mortgage Loans.
SECTION 8.06. Payments of Bonds.
The City shall promptly pay any and all Pledged Revenues received by it to the Trustee for deposit and
application thereof to the payment of the principal or Redemption Price, if any, of every Bond and the
interest thereon,at the dates and places and in the manner provided in the Bonds and in the coupons thereto
appertaining, according to the true intent and meaning thereof.
SECTION 8.07. Further Assurances.
At any and all times the City shall, so far as it may be authorized or permitted by law, pass, make, do,
execute, acknowledge and deliver, all and every such further resolutions, acts, deeds, conveyances, assign-
ments, transfers and assurances as may be necessary or desirable for the better assuring, conveying,
granting, assigning, confirming and effecting all and singular the rights, Pledged Revenues, Mortgage
Loans, Funds and Accounts and other moneys, securities, funds and property hereby pledged or assigned or
intended so to be, or which the City may hereafter become bound to pledge or assign.
SECTION 8.08. Power to Issue Bonds and Make Pledges.
The City is duly authorized pursuant to law to authorize and issue the Bonds and to adopt this
Resolution and to pledge the Pledged Revenues in the manner and to the extent provided in this Resolution.
The Pledged Revenues so pledged are and shall be free and clear of any pledge, lien, charge or encumbrance
thereon or with respect thereto prior to, or of equal rank with, the pledge created by this Resolution, except
as provided in this Resolution, and all corporate action on the part of the City to that end has been duly and
validly taken. The Bonds and the provisions of this Resolution are and shall be the valid and legally
enforceable obligations of the City in accordance with their terms and the terms of this Resolution. The City
shall at all.times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged
Revenues under this Resolution and all the rights of the Bondholders under this Resolution against all
claims and demands of all persons whomsoever.
SECTION 8.09. Accounts and Reports.
A. The City shall keep proper books of record and account (separate from all other records and
accounts) in which complete and correct entries shall be made of its transactions relating to the Program
and the Funds and Accounts established by this General Resolution and any Series Resolution. Such books,
and all other books and papers of the Agency shall at all reasonable times be subject to the inspection of the
Trustee and the Holders of an aggregate of not less than five percent (5%) in principal amount of the Bonds
then Outstanding or their representatives duly authorized in writing.
B. After the first day, and on or before the tenth (10th) day, of each month, the Trustee shall forward
to the City all reports and statements of account for the preceding month submitted by Qualified Mortgage
Lenders setting forth:
(1) the total amount of moneys received as Pledged Revenues and the amount of such total which
represents Recoveries of Principal and Pledged Receipts respectively;
(2) a schedule of Mortgage Loans made or purchased by the City identifying the same by
reference to the loan number and listing:
(i) the principal amount due on the Mortgage Loan as of the date it is made;
(ii) the source of funds from which the Mortgage Loan was made or purchased;
(iii) the interest rate on the Mortgage Loan;
(iv) the maturity date of the Mortgage Loan;
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(v) the amount of the Recovery of Principal;
(vi) the principal amount due on the Mortgage Loan, if any, immediately after crediting such
Mortgage Loan with the amount of the Recovery of Principal;
(vii) the amount of Pledged Receipts relating to the Mortgage Loan; and
(viii) the amount and source of any other Pledged Receipts.
C.The City and the Trustee shall cooperate so that the City can and shall within ninety (90) days after
the close of each Bond Year submit detailed certified reports of audit, based on an examination in
accordance with generally accepted auditing standards, prepared by an Independent certified public
accountant, for such Bond Year, accompanied by an Accountant's Certificate, including the following
statements in reasonable detail: a statement of assets and liabilities as of the end of such Bond Year; a
statement of income, expenses and changes in fund balances for such Bond Year; and a statement of cash
receipts and expenditures for such Bond Year. Such detailed certified reports of audit shall be filed with the
Trustee and with each rating agency of nationally recognized standing which has rated the Bonds of any
Series, and otherwise as may then be required by the Ordinance.
D. The reports, statements and other documents prepared pursuant to any provision of this General
Resolution shall be available for the inspection of Holders of Bonds at the Principal Office of the Trustee
and a copy of the annual report of the City shall be mailed to each Holder of Bonds who shall file a written
request therefor with the City.
SECTION 8.10. Creation of Liens.
The City shall not issue any Bonds or other evidences of indebtedness, other than the Bonds,secured by
a pledge of the Pledged Revenues under this Resolution, and shall not create or cause to be created any lien
or charge on the Pledged Revenues superior to the lien created by this Resolution; provided, however, that
nothing in this Resolution shall prevent the City: (i) from issuing evidences of indebtedness secured by a
pledge of such Pledged Revenues to be derived on and after such date as the pledge of such Pledged
Revenues and moneys shall be discharged and satisfied as provided in Article XIV,or (ii) from issuing notes
or bonds (whether or not under other general resolutions in order to fund the Program or other programs of
the City) of the City secured by assets and revenues of the City other than the Pledged Revenues pledged
hereunder,or(iii) from issuing notes or bonds having a lien on the Pledged Revenues junior to the lien of the
Bonds.
SECTION 8.11. Arbitrage and Tax Covenant.
A. The City recognizes that the Holders of the Bonds from time to time will have purchased the Bonds
at a price which reflects the understanding that interest on the Bonds is exempt from Federal income
taxation under laws in force at the time the Bonds shall have been delivered. In this connection the City
agrees that it shall take no action which may render the interest on any of the Bonds subject to Federal
income taxation. No part of the proceeds of Bonds shall at any time be used directly or indirectly to acquire
securities or obligations the acquisition of which would have caused such Bonds,nor shall any moneys in any
Fund or Account be used so as to cause the Bonds, to be an "arbitrage bond" as defined in Section
103(c) (2) of the Internal Revenue Code of 1954, as amended, and any applicable regulations issued
thereunder.
B. Upon the issuance of any Series of Bonds, any Authorized Officer charged alone or with others with
the responsibility of such issue is authorized to execute whatever certificates may be necessary to make such
certifications and representations as may be appropriate under Section 103 (c) of the Internal Revenue Code
of 1954, as amended, and the proposed, temporary or permanent regulations thereunder as he may deem
appropriate, and such certifications and representations shall be those of the City.
SECTION 8.12. Maintenance of Funds and Accounts.
A. The City shall at all times maintain the Funds and Accounts at the times and in the amounts as are
required in this Resolution or pursuant thereto and do and perform or cause to be done and performed each
60,005-39-2 31 4/2/80
" o
and every act and thing with respect to the Funds and Accounts provided to be done or performed by or on
behalf of the City or the Trustee or the Paying Agents under the terms and provisions of this Resolution.
B. The City may not issue any Series of Bonds unless, upon the issuance thereof, moneys shall be
deposited from the proceeds thereof, or from other legally available sources, in amounts which, together
with the moneys and investments then in the appropriate Funds and Accounts will be not less than the
amounts required by this Resolution.
SECTION 8.13. Personnel and Servicing of Programs; Surety Bonds.
A. Prior to the delivery of the first Series of Bonds pursuant to this General Resolution, the City shall
have employed appropriate personnel and other staff members, and a nationally recognized firm of certified
public accountants. Thereafter the City shall at all times appoint, retain and employ competent personnel
for the purpose of carrying out the Program and shall establish and enforce reasonable rules, regulations,
tests and standards governing the employment of such personnel at reasonable compensation, salaries, fees
and charges and all persons employed by the City shall be qualified for their respective positions.
B. Prior to the issuance of the first Series of Bonds, the Treasurer of the City shall execute a surety
bond in the penal sum of at least fifty thousand dollars ($50,000). Such surety bond shall be conditioned
upon the faithful performance of the duties of office, and shall be issued by a surety company authorized to
transact business in the State as surety. At all times after the issuance of any of the Bonds, the Treasurer
shall maintain such surety bonds in full force and effect. All costs of the surety bonds shall be paid by the
City.
SECTION 8.14. Fiscal Year.
The City shall not change its Fiscal Year if as a result of such change the moneys and investments in
the Funds and Accounts pursuant to this Resolution would adversely affect the security of the Bondholders.
SECTION 8.15. Appointment of Successor Servicer.
The Trustee and City shall review the monthly reports submitted by the Servicer with respect to the
City's Mortgage Loans. In the event that it is the opinion of the Trustee or the City that material changes in
the delinquency ratios with respect to the City's Mortgage Loans have occurred or are reasonably likely to
occur or should the Servicer be otherwise in default under the terms of a Mortgage Servicing Agreement,
the Trustee shall cooperate with the City in undertaking to determine the cause for such change or default,
the action that is being taken by the Servicer to correct any delinquency problem and whether such action is
sufficient or insufficient. If, in the opinion of the Trustee or the City,such action being taken by the Servicer
is insufficient,it shall be the responsibility of the City, upon recommendation of the Trustee,or upon its own
initiative, as the case may be, to take affirmative action to remove the Servicer and to substitute a successor
servicer meeting the following requirements:
(a) the total servicing portfolio of the successor servicer, including servicing performed for its own
account and for others, shall be at least $300,000,000;
(b) the successor Servicer shall be a commercial bank or a savings and loan association, or an
affiliate thereof, subject to Federal regulation; and
(c) the successor servicer shall have capital and surplus equal to at least $20,000,000.
The above supervision and action shall be taken in sufficient time so that there is no hiatus in the
servicing of the Mortgage Loans. In its discretion, the mortgage loan servicing department or a mortgage
loan subsidiary of the Trustee may perform the servicing until such time as a successor servicer can be
appointed.
SECTION 8.16. General.
A. The City shall do and perform or cause to be done and performed all acts and things required to be
done or performed by or on behalf of the City under the provisions of the Ordinance and this Resolution.
60,005-39-2 32 4/2/80
The City will not amend its Rules and Regulations in any manner affecting this General Resolution which is
inconsistent or in conflict with this General Resolution.
B. Upon the date of delivery of any of the Bonds,all conditions,acts and things required by law and this
Resolution to exist, to have happened and to have been performed precedent to and in the issuance of such
Bonds shall exist, have happened and have been performed and the issue of such Bonds, together with all
other indebtedness of the City,shall be within every debt and other limit prescribed by the laws of the State.
ARTICLE IX
THE TRUSTEE AND PAYING AGENTS
SECTION 9.01. Trustee Appointment and Acceptance of Duties.
By its execution of this Resolution the Trustee hereby accepts and agrees to the duties and obligations
imposed upon it by this Resolution and also to each Series Resolution; provided the Trustee consents to the
same in advance of issuance of any Series of Bonds thereunder. Duties of the Trustee under this Resolution
are hereby vested in said Trustee in trust for the Bondholders.The Trustee (and any successor trustee) shall
have a capital and surplus aggregating at least fifty million dollars ($50,000,000).
SECTION 9.02. Paying Agents.
The City shall appoint one or more Paying Agents for the Bonds of each Series prior to the delivery of
the Bonds of the particular Series involved, and may at any time or from time to time by Supplemental
Resolution appoint one or more other Paying Agents for such Bonds. Each Paying Agent shall be a bank,
trust company or national banking association having capital and surplus aggregating at least fifty million
dollars ($50,000,000). Each Paying Agent shall signify its acceptance of the duties and obligations imposed
upon it by this Resolution by executing and delivering to the City and the Trustee a written acceptance
thereof. In addition to its duties relating to the payment of the Bonds at the Principal Office of the Trustee,
Los Angeles, California, the Trustee may be appointed and may act as a Paying Agent in other cities in the
State.
SECTION 9.03. Responsibilities of Trustee and Paying Agents.
The recitals of fact herein and in the Bonds contained shall be taken as the statements of the City and
neither the Trustee nor any Paying Agent assumes any responsibility for the correctness of the same.
Neither the Trustee nor any Paying Agent shall be deemed to make any representations as to the validity or
sufficiency of this Resolution or of any Bonds or coupons issued thereunder or in respect of the security
afforded by this Resolution, and neither the Trustee nor any Paying Agent shall incur any responsibility or
duty with respect to the issuance of the Bonds for value or the application of the proceeds thereof or the
application of any moneys paid to the City. Neither the Trustee nor any Paying Agent shall be under any
obligation or duty to perform any act which would involve it in expense or liability or to institute or defend
any suit in respect hereof, or to advance any of its own moneys, unless properly indemnified to its
satisfaction.Neither the Trustee nor any Paying Agent shall be liable in connection with the performance of
its duties hereunder except for its own negligence or default. Neither the Trustee nor any Paying Agent shall
be under any responsibility or duty with respect to the application of any moneys paid to any one of the
others.The immunities and exemptions from liability of the Trustee under this Resolution shall extend to its
directors, officers, employees and agents.
SECTION 9.04. Funds Held in Trust.
All moneys held by the Trustee at any time pursuant to the terms of this Resolution and any Series
Resolution shall be and hereby are assigned, transferred and set over unto such Trustee in trust for the
purposes and under the terms and conditions of this Resolution.
SECTION 9.05. Evidence on Which Trustee May Act.
The Trustee and any Paying Agent shall be protected in acting upon any notice, resolution, request,
consent, order, certificate, report, opinion, bond, or other paper or document believed by it to be genuine,
60,005-39-2 33 4/2/80
and to have been signed or presented by the proper party or parties. The Trustee and any Paying Agent may
consult with counsel, who may or may not be of counsel to the City, and an Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken or suffered by it under this
Resolution in good faith and in accordance therewith.
Whenever the Trustee or any Paying Agent shall deem it necessary or desirable that a matter be proved
or established prior to taking or suffering any action under this Resolution, such matter (unless other
evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and
established by an Officer's Certificate, and such Officer's Certificate shall be full authority for any action
taken or suffered in good faith under the provisions of this Resolution upon the faith thereof, but in its
discretion the Trustee or any Paying Agent may in lieu thereof accept other evidence of such fact or matter
or may require such further or additional evidence as it may deem reasonable.
Except as otherwise expressly provided in this Resolution, any request, order, notice or other direction
required or permitted to be furnished pursuant to any provision thereof by the City to the Trustee or any
Paying Agent shall be sufficiently executed if executed in the name of the City by an Authorized Officer.
SECTION 9.06. Compensation and Expenses.
Subject to the provisions of any contract between the City and the Trustee:
A. The Trustee and each Paying Agent shall be paid from time to time reasonable compensation for all
services rendered under this Resolution, and also all reasonable expenses incurred in and about the
performance of their powers and duties under this Resolution, as set forth in Section 6.01 hereof.
B. The City further covenants and agrees to indemnify and save the Trustee and each Paying Agent
harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise and
performance of its powers and duties hereunder, including the costs and expenses of defending against any
claim of liability, and which are not due to its negligence or default.
C. The City further covenants and agrees to advance to the Trustee and to each Paying Agent, from
amounts available therefor in the Operating Fund, all amounts requested as the costs and expenses of such
defense.
SECTION 9.07. Permitted Acts and Functions.
The Trustee and any Paying Agent may buy, own, hold and sell any Bonds or coupons of the City,
whether heretofore or hereafter issued or created; and may engage or be interested in any financial or other
transaction with the City, with like effect and with the same rights it would have if it were not such Trustee
or Paying Agent. The Trustee and any Paying Agent may act as Depository for, and permit any of its
officers or directors to act as a member of,or in any other capacity with respect to,any committee formed to
protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of
the Bonds or this Resolution whether or not any such committee shall represent the Holders of a majority in
principal amount of the Bonds then Outstanding.
SECTION 9.08. Eligibility for Appointment as Trustee.
The Trustee shall at all times be a corporation organized and doing business under the laws of the
United States or the State of California, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million dollars ($50,000,000), subject to supervision
or examination by Federal or State authority and having its Principal Office and place of business in the
State. If such corporation publishes reports of its condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect below specified.
60,005-39-2 34 4/2/80
SECTION 9.09. Resignation and Removal; Appointment of Successor Trustee.
A. The Trustee, or any trustee hereafter appointed, may at any time resign by giving sixty (60) days'
written notice of resignation to the City. Upon receiving such notice of resignation, the City shall promptly
appoint a successor trustee (which may, if permitted by subsection C of this Section, but shall not be
required to be, the Treasurer of the City) to exercise the duties of Trustee. Such successor trustee shall be
appointed by written instrument, in duplicate, executed by order of the City, one copy of which instrument
shall be delivered to the resigning Trustee and one (1) copy to the successor trustee. If no successor trustee
shall have been so appointed and have accepted appointment within thirty (30) days after the notice of
resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a
successor trustee,or any Bondholder who has been a bona fide Holder of a Bond or Bonds for at least six (6)
months may, on behalf of himself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice, if any, as it may deem
proper, appoint a successor trustee.
B. In case at any time any of the following shall occur —
(a) The Trustee shall cease to be eligible and shall fail to resign after written request therefor by
the City or by any such Bondholder; or
(b) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or
liquidation;
then, in any such case, the City may remove the Trustee and appoint a successor trustee (which may, if
permitted under subsection C of this Section, but shall not be required to be the Treasurer of the City) to
exercise the duties of Trustee. Such removal and appointment shall be made by written instrument, in
duplicate, executed by order of the City, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. Prior to and until the appointment and acceptance of such
appointment by such successor trustee, the Treasurer of the City shall exercise the duties of the Trustee. In
addition, any Bondholder who has been a bona fide Holder of a Bond or Bonds for at least six (6) months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee.Such court may thereupon, after such
notice, if any, as it may deem proper and so prescribe, remove the Trustee and appoint a successor trustee.
C. The City may appoint the Treasurer of the City to exercise the duties of the Trustee if:
(a) The Trustee or any successor trustee cannot legally perform the duties required hereunder
because of the occurrence of either of the following,subsequent to the effective date of this Resolution:
(i) the enactment of any constitutional provision, or any law, rule or regulation of any governmental
agency having jurisdiction thereof, or (ii) any judicial decision, whether or not involving this Resolu-
tion, which is applicable to this Resolution and the trusteeship created hereunder; or
(b) The services of the Trustee or any successor trustee cannot be obtained at a reasonable cost.
Such reasonable cost shall be determined by comparing, like costs charged by financial institutions
similarly situated in the United States performing duties of a comparable nature.
D.The Holders of a majority in aggregate principal amount of the Bonds at the time Outstanding may
at any time remove the Trustee and appoint a successor trustee; provided, however,
(a) such successor shall be eligible for appointment under this Resolution;
(b) the fees of the successor trustee shall be within the amounts budgeted therefor by the City;and
(c) that if the City objects to the successor trustee it may appoint a successor trustee (which may,
if permitted by subsection C of this Section, but shall not be required to be, the Treasurer of the City)
to exercise the duties of Trustee.
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E.Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of
the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee
as provided below.
SECTION 9.10. Acceptance of Appointment by Successor Trustee.
Any successor trustee appointed as above provided shall execute, acknowledge and deliver to the City
and to its predecessor trustee an instrument accepting such appointment hereunder and expressly stating
that it fully satisfies the requirements for trustees as provided by this Resolution, and, if the Treasurer is
appointed to exercise the duties of Trustee hereunder, the City shall notify such officer or officers; and
thereupon the resignation or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties
and obligations of its predecessor hereunder, with like effect as if originally named as trustee herein; but,
nevertheless, on the written request of the City or of the successor trustee, the trustee ceasing to act shall,
upon payment of its charges then unpaid, execute, acknowledge and deliver an instrument transferring to
such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any such
successor trustee, the City shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected by such trustee to secure any
amounts then due it.
The trustee ceasing to act shall upon such vesting thereafter be fully relieved and discharged of and
from all further liability or responsibility either to the City or to the Holders of the then Outstanding Bonds
except to the extent of liability, if any, arising prior to such vesting in the successor trustee.
SECTION 9.11. Merger or Consolidation of Trustee.
Any corporation into which the Trustee may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be the successor trustee
hereunder, provided such corporation shall be eligible, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Such
merged or consolidated Trustee shall continue to meet the qualifications hereunder applicable at the time of
original appointment.
SECTION 9.12. Requirements as to Trustee's Records.
The records of the Trustee pertaining to the Bonds and to the Trustee hereunder shall be available to
and open for inspection at all times by the City and any other public body, agency or commission having
jurisdiction, and the Trustee shall retain in its possession all financial statements furnished to it pursuant to
this Resolution.
ARTICLE X
SERIES RESOLUTIONS AND SUPPLEMENTAL RESOLUTIONS
SECTION 10.01. Adoption and Filing without Consent of Bondholders.
The City may adopt at any time or from time to time Series Resolutions or Supplemental Resolutions,
without the consent of Bondholders as provided in Article XI,for any one or more of the following purposes,
and any such Series Resolution or Supplemental Resolution shall become effective in accordance with its
terms and upon filing with the Trustee of a copy thereof certified by an Authorized Officer, together with the
appropriate certificates and other documents required by this Resolution:
(1) To provide for the issuance of a Series of Bonds hereunder;
(2) To add additional convenants and agreements of the City for the purpose of further securing
the payment of the Bonds, including, without limitation, any of the same as may be authorized by
amendments to the Ordinance; provided such additional covenants and agreements are not contrary to
or inconsistent with the covenants and agreements of the City contained in this Resolution;
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(3) To prescribe further limitations and restrictions upon the issuance of Bonds and the incurring
of indebtedness by the City which are not contrary to or inconsistent with the limitations and
restrictions thereon theretofore in effect;
(4) To confirm as further assurance any pledge of the Pledged Revenues created by the provisions
of this Resolution; and
(5) With the consent of the Trustee, to cure any ambiguity or defect or inconsistent provision in
this Resolution or to insert such provisions clarifying matters or questions arising under this Resolution
as are necessary or desirable in the event any such modifications are not contrary to or inconsistent with
this Resolution as theretofore in effect.
SECTION 10.02. Supplemental Resolutions Effective with Consent of Bondholders.
The provisions of this Resolution may also be modified at any time or from time to time by a
Supplemental Resolution, subject to the consent of bondholders in accordance with and subject to the
provisions of Article XI hereof, such Supplemental Resolution to become effective upon the filing with the
Trustee of a copy thereof certified by an Authorized Officer.
SECTION 10.03. General Provisions Relating to Series Resolutions and Supplemental Resolutions.
This Resolution shall not be modified or amended in any respect except in accordance with and subject
to the provisions of this Article X and Article XI. Nothing contained in this Article X or Article XI shall
affect or limit the right or obligations of the City to adopt,make,do,execute or deliver any resolution,act or
other instrument pursuant to the provisions of Section 8.07 or the right or obligation of the City to execute
and deliver to the Trustee or any Paying Agent any instrument elsewhere in this Resolution provided or
permitted to be delivered to the Trustee or any Paying Agent.
A copy of every Series Resolution and Supplemental Resolution adopted by the City when filed with
the Trustee shall be accompanied by an Opinion of Counsel stating that such Series Resolution or
Supplemental Resolution has been duly and lawfully adopted in accordance with the provisions of this
Resolution, is authorized or permitted by this Resolution and is valid and binding upon the City and
enforceable in accordance with its terms.
The Trustee is hereby authorized to accept delivery of a certified copy of any Series Resolution or
Supplemental Resolution permitted or authorized pursuant to the provisions of this Resolution and to make
all further agreements and stipulations which may be contained therein, and, in taking such action, the
Trustee shall be fully protected in relying on an Opinion of Counsel that such Series Resolution or
Supplemental Resolution is authorized or permitted by the provisions of this Resolution.
No Series Resolution or Supplemental Resolution changing, amending or modifying any of the rights
or obligations of the Trustee or any Paying Agent may be adopted by the City without the written consent of
the Trustee or Paying Agent affected thereby.
ARTICLE XI
AMENDMENTS OF GENERAL RESOLUTION
SECTION 11.01. Powers of Amendment.
Any modification or amendment of this Resolution and of the rights and obligations of the City and of
the Holders of the Bonds and coupons thereunder in any particular, may be made by a Supplemental
Resolution, with the written consent given as hereinafter provided, (i) of the Holders of at least two-thirds
(1/3rds) in principal amount of the Bonds Outstanding at the time such consent is given, and (ii) in case less
than all of the several Series of Bonds then Outstanding are affected by the modification or amendment, of
the Holders of at least two-thirds (1/3rds) in principal amount of the Bonds of each Series so affected and
Outstanding at the time such consent is given; provided, however, that if such modification or amendment
will, by its terms, not take effect so long as any Bonds of any specified like Series and maturity remain
Outstanding, the consent of the Holders of such Bonds shall not be required and such Bonds shall not be
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1 . .
deemed to be Outstanding for the purpose of any calculation of Outstanding Bonds under this Section. No
such modification or amendment shall permit a change in the terms of redemption or maturity of the
principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the principal
amount or the Redemption Price thereof or in the rate of interest thereon without the consent of the Holder
of such Bond, or shall reduce the percentages or otherwise affect the classes of Bonds the consent of the
Holders of which is required to effect any such modification or amendment. For the purposes of this Section,
a Series shall be deemed to be affected by a modification or amendment of this Resolution if the same
adversely affects or diminishes the rights of the Holders of Bonds of such Series. The Trustee may in its
discretion determine whether or not in accordance with the foregoing provisions, Bonds of any particular
Series or maturity would be affected by any modification or amendment of this Resolution and any such
determination shall be binding and conclusive on the City and all Holders of such Bonds, the Trustee may
receive an Opinion of Counsel, as conclusive evidence as to whether Bonds of any particular Series or
maturity would be so affected by any such modification or amendment of this Resolution.
SECTION 11.02. Consent of Bondholders.
The City may at any time adopt a Supplemental Resolution making a modification or amendment
permitted by the provisions of Section 11.01 to take effect when and as provided in this Section. A copy of
such Supplemental Resolution (or brief summary thereof or reference thereto in form approved by the
Trustee) together with a request to Bondholders for their consent thereto in form satisfactory to the Trustee,
shall be mailed by the City to Bondholders and shall be published at least once a week for two (2) successive
weeks (but failure to mail such copy and request shall not affect the validity of the Supplemental Resolution
when consented to as in this Section provided). Such Supplemental Resolution shall not be effective unless
and until (i) there shall have been filed with the Trustee (a) the written consent of Holders of the
percentages of Outstanding Bonds specified in Section 11.01 and (b) an Opinion of Counsel stating that
such Supplemental Resolution has been duly and lawfully adopted and filed by the City in accordance with
the provisions of this Resolution, is authorized or permitted by this Resolution, and is valid and binding
upon the City and enforceable in accordance with its terms, and (ii) a notice shall have been published as
hereinafter in this Section 11.02 provided. Each such consent shall be effective only if accompanied by proof
of the holding, at the date of such consent, of the Bonds with respect to which such consent is given, which
proof shall be such as is permitted by this Article. A certificate or certificates by the Trustee filed with the
Trustee that it has examined such proof and that such proof is sufficient in accordance with this Article shall
be conclusive that the consents have been given by the Holders of the Bonds described in such certificate or
certificates of the Trustee. Any such consent shall be binding upon the Holder of the Bonds giving such
consent and, anything in this Article to the contrary notwithstanding, upon any subsequent Holder of such
Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent Holder thereof has
notice thereof), unless such consent is revoked in writing by the Holder of such Bonds giving such consent or
a subsequent Holder thereof by filing with the Trustee prior to the time when the written statement of the
Trustee hereinafter in this Section 11.02 provided for is filed, such revocation and, if such Bonds are
transferable by delivery, proof that such Bonds are held by the signer of such revocation in the manner
permitted by this Article. The fact that a consent has not been revoked may likewise be proved by a
certificate of the Trustee filed with the Trustee to the effect that no revocation thereof is on file with the
Trustee.At any time after the Holders of the required percentages of Bonds shall have filed their consents to
the Supplemental Resolution, the Trustee shall make and file with the City and the Trustee a written
statement that the Holders of such required percentages of Bonds have filed such consents. Such written
statement shall be conclusive that such consents have been so filed. At any time thereafter notice, stating in
substance that the Supplemental Resolution (which may be referred to as a Supplemental Resolution
adopted by the City on a stated date, a copy of which is on file with the Trustee) has been consented to by
the Holders of the required percentages of Bonds and will be effective as provided in this Section 11.02, may
be given to Bondholders by the City by mailing such notice to Bondholders (but failure to mail such notice
shall not prevent such Supplemental Resolution from becoming effective and binding as in this Section 11.02
provided) and by publishing the same at least once not more than ninety (90) days after the Holders of the
required percentages of Bonds shall have filed their consents to the Supplemental Resolution and the written
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statement of the Trustee hereinabove provided for is filed. The City shall file with the Trustee proof of the
publication of such notice, and, if the same shall have been mailed to Bondholders, of the mailing thereof. A
transcript, consisting of the papers required or permitted by this Section 11.02 to be filed with the Trustee,
shall be proof of the matters therein stated. Such Supplemental Resolution making such amendment or
modification shall be deemed conclusively binding upon the City, the Trustee, each Paying Agent and the
Holders of all Bonds and coupons at the expiration of thirty (30) days after the filing with the Trustee of the
proof of the first publication of such last mentioned notice, except in the event of a final decree of a court of
competent jurisdiction setting aside such Supplemental Resolution in a legal action or equitable proceeding
for such purpose commenced within such thirty (30) day period; provided, however, that the City, the
Trustee and any Paying Agent during such thirty (30) day period and any such further period during which
any such action or proceeding may be pending shall be entitled in their absolute discretion to take such
action, or to refrain from taking such action, with respect to such Supplemental Resolution as they may
deem expedient.
SECTION 11.03. Approval by Bond Counsel.
The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the Opinion of
Bond Counsel as conclusive evidence that any such proposed Supplemental Resolution or agreement
complies with the provisions of this Resolution, and that it is proper for the Trustee, under the provisions of
this Article, to join in the execution of such Supplemental Resolution or agreement.
SECTION 11.04. Modifications by Unanimous Consent.
The terms and provisions of this Resolution and the rights and obligations of the City and of the
Holders of the Bonds and coupons thereunder may be modified or amended in any respect upon the adoption
and filing with the Trustee by the City of a Supplemental Resolution and the consent of the Holders of all of
the Bonds then Outstanding, such consent to be given as provided in Section 11.02, except that no notice to
Bondholders either by mailing or publication shall be required.
SECTION 11.05. Mailing and Publication.
A. Any provision in this Article for the mailing of a notice or other document to Bondholders shall be
fully complied with if it is mailed postage prepaid only (i) to each registered owner of Bonds then
Outstanding at his address, if any, appearing upon the Bond Register kept by the Trustee; (ii) to each
Holder of any Bond payable to bearer who shall have filed with the Trustee within two (2) years preceding
such mailing an address for notices; and (iii) to the Trustee.
B. Any provision in this Article for publication of a notice or other matter shall require the publication
thereof only in an Authorized Newspaper.
SECTION 11.06. Exclusion of Bonds.
Bonds owned or held by or for the account of the City shall not be deemed Outstanding for the purpose
of consent or other action or any calculation of Outstanding Bonds provided for in this Article, and the City
shall not be entitled with respect to such Bonds to give any consent or take any other action provided for in
this Article. At the time of any consent or other action taken under this Article, the City shall furnish the
Trustee a certificate of an Authorized Officer, upon which the Trustee may rely, describing all Bonds so to
be excluded.
SECTION 11.07. Notation on Bonds.
Bonds delivered after the effective date of any action taken as in Article X or this Article provided may,
and if the Trustee so determines,shall, bear a notation by endorsement or otherwise in form approved by the
City and the Trustee as to such action, and in that case, upon demand of the Holder of any Bond
Outstanding at such effective date and upon presentation of said Bond for that purpose at the Principal
Office of the Trustee, suitable notation shall be made on such Bond by the Trustee as to any such action. If
the City or the Trustee shall so determine, new Bonds so modified as in the opinion of the Trustee and the
City to conform to such action shall be prepared and delivered,and upon demand of the Holder of any Bond
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then Outstanding shall be exchanged, without cost to such Bondholder, for Bonds of the same Series and
maturity then Outstanding, upon surrender of such Bonds with all unpaid coupons, if any, appertaining
thereto.
ARTICLE XII
DEFAULTS AND REMEDIES
SECTION 12.01. Events of Default.
Each of the following events is hereby declared an "Event of Default":
(1) if the payment of the Interest Requirement on any Bond is not made when and as the same
shall become due on an Interest Payment Date or otherwise;
(2) if the payment of the Principal Installment of any Bond is not made when and as the same shall
become due whether at maturity, or upon call for redemption prior to maturity, or otherwise;
(3) if the City shall fail or refuse to comply with the provisions of the Ordinance,or shall default in
the performance or observance of any other of the covenants, agreements or conditions on its part in
this Resolution, any Series Resolution, any Supplemental Resolution, or in the Bonds contained, and
continuance of such default for a period of ninety (90) days after written notice thereof by the Trustee;
or
(4) if the City shall file a petition or answer seeking reorganization or arrangement under the
federal bankruptcy laws or any other applicable law of the United States of America, or if a court of
competent jurisdiction shall approve a petition, filed with or without the consent of the City, seeking
reorganization under the federal bankruptcy laws or any other applicable law of the United States of
America, or if, under the provisions of any other law for the relief or aid of debtors, any court of
competent jurisdiction shall assume custody or control of the City or of the whole or any substantial
part of its property;
provided, however, that an Event of Default shall not be deemed to exist under the provisions of this Article
upon the failure of any Servicer to enforce any obligation undertaken by a Mortgagor pursuant to the
provisions of a Mortgage, including the making of the repayments required pursuant to such Mortgage, so
long as the City shall be provided with money sources, other than withdrawals from or reimbursements of
the Debt Service Reserve Fund, sufficient in amount to pay the principal of, interest, premium, if any, and
Sinking Fund Installments on all Bonds as the same shall become due during the period for which the
Servicer shall be permitted by law to abstain from enforcing the obligations of Mortgagors under the
applicable Mortgages.
SECTION 12.02. Remedies.
Upon the happening and continuance of any Event of Default specified in Section 12.01, then, and in
each case, the Trustee may proceed, and upon the written request of the Holders of not less than twenty-five
percent (25%) in principal amount of the Outstanding Bonds shall proceed, in its own name and as trustee of
an express trust for the benefit of the Holders of Bonds,to protect and enforce its rights and the rights of the
Bondholders by such of the following remedies, as the Trustee, being advised by counsel, shall deem most
effectual to protect and enforce such rights: .
(I) by suit, action or proceeding, enforce all rights of the Bondholders, including the right to
require Servicers to collect repayments required pursuant to the Mortgage held by them adequate to
carry out the covenants and agreements contained in this Resolution and to require the City to perform
its duties under the Ordinance;
(2) by bringing suit upon the Bonds;
(3) by action or suit, require the City to account as if it were the trustee of an express trust for the
Holders of the Bonds; and
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(4) by action or suit, enjoin any acts or things which may be unlawful or in violation of the rights
of the Holders of the Bonds or to compel the City or any Qualified Mortgage Lender or Servicer to
perform their respective duties under this Resolution, any Series Resolution and any Mortgage
Servicing Agreement or Mortgage Loan-Purchase Agreement.
SECTION 12.03. Priority of Payments After Default.
In the event that the funds held by the Trustee and Paying Agents shall be insufficient for the payment
of interest and Principal Installments or Redemption Price then due on the Bonds, such funds (other than
funds held for the payment or redemption of particular Bonds or coupons which have theretofore become
due at maturity or by call for redemption) and any other moneys received or collected by the Trustee acting
pursuant to this Resolution and this Article XII, after making provision for the payment of any expenses
necessary in the opinion of the Trustee to protect the interests of the Holders of the Bonds, and for the
payment of the charges, expenses and liabilities incurred and advances made by the Trustee in the
performance of its duties under this Resolution, shall be applied as follows:
(1) Unless the principal of all the Bonds shall have become due and payable,
First:To the payment to the persons entitled thereto of all installments of interest then due in
the order of the maturity of such installments,and, if the amount available shall not be sufficient to
pay in full any installment, then to the payment thereof ratably, according to the amounts due on
such installment, to the persons entitled thereto, without any discrimination or preference; and
Second: To the payment to the persons entitled thereto of the unpaid Principal Installment or
Redemption Price of any Bonds which shall become due, whether at maturity or by call for
redemption, in the order of their due dates and, if the amounts available shall not be sufficient to
pay in full all the Bonds due on any date, then to the payment thereof ratably, according to the
amounts of principal or Redemption Price due on such date, to the persons entitled thereto,
without any discrimination or preference;
(2) If the principal of all of the Bonds shall have become due and payable, to the payment of the
principal and interest then due and unpaid upon the Bonds without preference or priority of principal
over interest or interest over principal, or of any installment of interest over any other installment of
interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for
principal and interest,to the persons entitled thereto without any discrimination or preference except as
to any difference in the respective rates of interest specified in the Bonds and coupons.
Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section, such
moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole
discretion shall determine,having due regard to the amount of such moneys available for application and the
likelihood of additional money becoming available for such application in the future; the deposit of such
moneys with the Paying Agents,or otherwise setting aside such moneys in trust for the proper purpose, shall
constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the City,
to any Bondholder, or to any other person for any delay in applying any such moneys, so long as the Trustee
acts with reasonable diligence, having due regard for the circumstances, and ultimately applies the same in
accordance with such provisions of this Resolution as may be applicable at the time of application by the
Trustee. Whenever the Trustee shall exercise such discretion in applying such moneys, it shall fix the date
(which shall be an Interest Payment Date unless the Trustee shall deem another date more suitable) upon
which such application is to be made and upon such date interest on the amounts of principal to be paid on
such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate for the fixing
of any such date. The Trustee shall not be required to make payment to the Holder of any unpaid coupon or
any Bond unless such coupon or such Bond shall be presented to the Trustee for appropriate endorsement or
for cancellation if fully paid.
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SECTION 12.04. Termination of Proceedings.
In case any proceeding taken by the Trustee on account of any Event of Default shall have been
discontinued or abandoned for any reason,then in every such case the City, the Trustee and the Bondholders
shall be restored to their former positions and rights hereunder,respectively, and all rights, remedies, powers
and duties of the Trustee shall continue as though no such proceeding had been taken.
SECTION 12.05. Bondholders' Direction of Proceedings.
Anything in this Resolution to the contrary notwithstanding the Holders of the majority in principal
amount of the Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in
writing executed and delivered to the Trustee,to direct the method of conducting all remedial proceedings to
be taken by the Trustee hereunder; provided that such direction shall not be otherwise than in accordance
with law or the provisions of this Resolution, and that the Trustee shall have the right to decline to follow
any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not
parties to such direction.
SECTION 12.06. Limitations on Rights of Bondholders.
No Holder of any Bond or coupon shall have any right to institute any suit, action or other proceeding
in equity or at law hereunder,or for the protection or enforcement of any right under this Resolution or any
right under law or for the execution of any trust hereunder or for any other remedy hereunder, unless such
Holder shall have given to the City and the Trustee written notice of the Event of Default or breach of duty
on account of which such suit, action or proceeding is to be taken, and unless the Holders of not less than
twenty-five percent (25%) in principal amount of the Bonds then Outstanding shall have made written
request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall
have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the
powers herein granted or granted under law or to institute such action, suit or proceeding in its name and
unless,also, there shall have been offered to the Trustee reasonable security and indemnity against the costs,
expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to
comply with such request within a reasonable time; and such notification, request and offer of indemnity are
hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution
of the powers under this Resolution or for any other remedy hereunder or under law. It is understood and
intended that no one or more Holders of the Bonds hereby secured shall have any right in any manner
whatever by his or their action to affect, disturb or prejudice the pledge of the moneys, rights, interests and
collections pledged under this Resolution, or of any other moneys, funds or securities hereunder, or, except
in the manner and on the conditions provided in this General Resolution, to enforce any right hereunder or
under law with respect to the Bonds or this Resolution, except in the manner herein provided, and that all
proceedings shall be instituted, had and maintained in the manner herein provided and for the benefit of all
Holders of the Outstanding Bonds and coupons.
Anything to the contrary notwithstanding contained in this Section 12.06, or any other provision of this
Resolution, each Holder of any Bond by his acceptance thereof shall be deemed to have agreed that any
court in its discretion may require, in any suit for the enforcement of any right or remedy under this
Resolution or any Series Resolution or any Supplemental Resolution, or in any suit against the Trustee for
any action taken or omitted by it as Trustee,the filing by any party litigant in such suit of an undertaking to
pay the reasonable costs of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in any such suit, having due regard to the
merits and good faith of the claims or defenses made by such litigant; but the provisions of this subsection
shall not apply to any suit instituted by the Trustee, to any suit instituted by any Bondholder, or group of
Bondholders,holding at least twenty-five percent (25%) in principal amount of the Bonds Outstanding,or to
any suit instituted by any Bondholder for the enforcement of the payment of the Principal or Redemption
Price of or interest on any Bond on or after the respective due date thereof expressed in such Bond.
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SECTION 12.07. Possession of Bonds by Trustee Not Required.
All rights of action under this Resolution or under any of the Bonds, enforceable by the Trustee, may
be enforced by it without the possession of any of the Bonds or the coupons appertaining thereto or the
production thereof on the trial or other proceeding relative thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name and for the benefit of all of the Holders of such Bonds
and coupons, subject to the provisions of this Resolution.
SECTION 12.08. Remedies Not Exclusive.
No remedy herein conferred upon or reserved to the Trustee or to Holders of the Bonds is intended to
be exclusive of any other remedy or remedies,and each and every such remedy shall be cumulative and shall
be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or by
statute after the date of adoption of this Resolution.
SECTION 12.09. No Waiver of Default.
No delay or omission of the Trustee or of any Holder of the Bonds to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any
such default or an acquiescence therein;and every power and remedy given by this Resolution to the Trustee
and the Holders of the Bonds, respectively, may be exercised from time to time and as often as may be
deemed expedient.
SECTION 12.10. Notice of Event of Default.
The Trustee shall give to the Bondholders notice of each Event of Default hereunder known to the
Trustee within ninety (90) days after knowledge of the occurrence thereof, unless such Event of Default
shall have been remedied or cured before the giving of such notice; provided that, except in the case of
default in the payment of the principal, Redemption Price, if any, or interest on any of the Bonds, the
Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee, or a trust.committee of directors or responsible officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Bondholders. Each such notice of Event of
Default shall be given by the Trustee by mailing written notice thereof: (1) to all registered Holders of
Bonds, as the names and addresses of such Holders appear upon the Bond Register as kept by the Trustee;
and (2) to such Bondholders as have filed their names and addresses with the Trustee for that purpose.
ARTICLE XIII
EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOFS OF OWNERSHIP OF BONDS
SECTION 13.01. Evidence of Signatures of Bondholders and Ownership of Bonds.
Any request, direction, consent, revocation of consent, or other instrument in writing required or
permitted by this Resolution to be signed or executed by Bondholders may be in any number of concurrent
instruments of similar tenor, and may be signed or executed by such Bondholders in person or by their
attorneys or agents appointed by an instrument in writing for that purpose or, in the case of coupon Bonds,
by any bank, trust company or other Depository of such Bonds. Proof of the execution of any such
instrument,or of any instrument appointing any such attorney or agent, and of the holding and ownership of
Bonds shall be sufficient for any purpose of this Resolution (except as otherwise herein provided), if made in
the following manner:
(1) The fact and date of the execution by any Bondholder or his attorney or agent of any such
instrument and of any instrument appointing any such attorney or agent, may be proved by delivery of
a certificate, which need not be acknowledged or verified, of an officer of any bank, trust company, or
other Depository, or of any notary public, or other officer authorized to take acknowledgments. Where
any such instrument is executed by an officer of a corporation or association or a member of a
partnership on behalf of such corporation, association or partnership, such certificate shall also
constitute sufficient proof of his authority;
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3
(2) The fact of the holding of coupon Bonds by any Bondholder and the amount and the numbers
of such Bonds and the date of his holding the same (unless such Bonds be registered) may be proved by
a certificate executed by an officer of any bank, trust company, or other Depository, if such certificate
shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such
person had on deposit with or exhibited to such bank, trust company, or other Depository the Bonds
described in such certificate. The Trustee may conclusively assume that such ownership continues until
written notice of the contrary is served upon the Trustee. The ownership of Fully Registered Bonds
shall be proved by the Bond Register held by the Trustee under the provisions of this Resolution.
Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being
intended that the Trustee may accept any other evidence of the matters herein stated which may seem
sufficient. Any request or consent of the Holder of any Bond shall bind every future Holder of the same
Bond in respect of anything done or suffered to be done by the City, the Trustee or any Paying Agent in
pursuance of such request or consent.
ARTICLE XIV
DEFEASANCE
SECTION 14.01. Defeasance.
A. Subject to the provisions of subsection E of this Section 14.01, if the City shall pay or cause to be
paid, or there shall otherwise be paid, to the Holders of the Bonds or any Series of Bonds, as the case may
be,then Outstanding, the principal of, premium, if any, and interest to become due thereon,at the times and
in the manner stipulated therein and in this Resolution, or shall have otherwise paid or have caused to be
paid, or shall have made provision to pay upon maturity or upon redemption prior to maturity, to the
Holders of the Bonds or any Series of Bonds, as the case may be, then Outstanding, the principal of,
premium, if any, and interest to become due thereon, through setting aside trust funds or setting apart in a
special trust fund or special trust account created pursuant to this Resolution or otherwise, or through the
irrevocable segregation for that purpose in some other trust fund or trust account with the Trustee or
another trustee, fiscal agent or otherwise, moneys sufficient therefor, including, but not limited to, interest
earned or to be earned on Federal Securities, and if the provisions of subsection C hereof shall have been
satisfied then the lien of this Resolution, including, without limitation, the pledge of the Pledged Revenues,
the covenants, agreements and other obligations of the City to the Bondholders, and all other rights granted
hereby, shall thereupon cease, terminate and become void and be discharged and satisfied, and the principal
of, premium, if any, and interest on the Bonds shall no longer be deemed to be Outstanding and unpaid;
provided, however, that nothing in this Resolution shall require the deposit of more than such Federal
Securities as may be sufficient, taking into account both the principal amount of such Federal Securities and
the interest to become due thereon, to implement any refunding of the Bonds.
As used in this subsection A, "Federal Securities" means United States Treasury notes, bonds, bills or
certificates of indebtedness, or obligations for which the faith and credit of the United States are pledged for
the payment of principal and interest, including the guaranteed portions of small business administration
loans, so long as such loans are obligations for which the faith and credit of the United States are pledged
for the payment of principal and interest; bonds, consolidated bonds, collateral trust debentures, consolidat-
ed debentures, or other obligations issued by federal land banks or federal intermediate credit banks
established under the Federal Farm Loan Act, as amended, and Farm Credit Act of 1971, debentures and
consolidated debentures issued by the Central Bank for Cooperatives and banks for cooperatives established
under the Farm Credit Act of 1933, as amended, and the Farm Credit Act of 1971, bonds or debentures of
the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any
federal home loan bank established under said act and stocks, bonds, debentures, participations and other
obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing
Association, the Government National Mortgage Association and the Federal Home Loan Mortgage
Corporation; and bonds, notes or other obligations issued by the Federal Financing Bank, the United States
Postal Service, or issued or assumed by the International Bank for Reconstruction and Development, the
60,005-39-2 44 4/2/80
Tennessee Valley Authority, the Inter-American Development Bank, the Government Development Bank
for Puerto Rico or the Asian Development Bank.
B. Then, in such event, the Trustee shall, upon request of the City, execute and deliver to the City all
such instruments as may be desirable to evidence such release and discharge and execute and deliver to the
Servicer thereof assignments (which assignments shall be received by the Servicer as the agent of the City)
of any Mortgage Loans held by the Trustee under this Resolution, and the Trustee and the Paying Agent
shall pay over or deliver to the City all moneys or securities held by them pursuant to this Resolution which
are not required for the payment or redemption of Bonds or coupons not theretofore surrendered for such
payment or redemption.
C. If any of the Bonds are to be redeemed on any date prior to their maturity, the City shall have given
to the Trustee, in form satisfactory to it, irrevocable instructions to publish as provided in Article IV of this
Resolution notice of redemption on said date of such Bonds.
If the Bonds are not by their terms subject to redemption within the next succeeding sixty (60) days,
the City shall have given the Trustee in form satisfactory to it irrevocable instructions to publish, as soon as
practicable, at least twice, at an interval of not less than seven (7) days between publications, in an
Authorized Newspaper, a notice to the Holders of such Bonds and coupons that the deposit required by
subsection A above has been made and that the Bonds and coupons are deemed to have been paid in
accordance with said subsection A and stating such maturity or Redemption Date upon which moneys are to
be available for the payment of the principal of, premium, if any, and interest on the Bonds, as the case may
be, and also the irrevocable instructions to publish the notice required by the preceding paragraph.
D. Anything in this Resolution to the contrary notwithstanding, any moneys held by the Trustee or
Paying Agents in trust for the payment and discharge of any of the Bonds or coupons which remain
unclaimed for six (6) years after the date when such Bonds have become due and payable, either at their
stated maturity dates or by call for earlier redemption, if such moneys were held by the Trustee or Paying
Agents at such date, or for six (6) years after the date of deposit of such moneys if deposited with the
Trustee or Paying Agents after the said date when such Bonds became due and payable,shall,at the written
request of the City, be repaid by the Trustee or Paying Agents to the City,as its absolute property and free
from trust, and the Trustee or Paying Agents shall thereupon be released and discharged with respect
thereto and the Bondholders shall look only to the City for the payment of such Bonds and coupons;
provided, however, that before being required to make any such payment to the City, the Trustee or Paying
Agent shall, at the expense of the City, cause to be published at least twice, at an interval of not less than
seven (7) days between publications, in an Authorized Newspaper, a notice that said moneys remain
unclaimed and that, after a date named in said notice, which date shall be not less than thirty (30) days
after the date of the first publication of such notice, the balance of such moneys then unclaimed will be
returned to the City.
E. If the defeasance is to one or more particular Series of Bonds only and not to all of the Bonds then
Outstanding pursuant to this Resolution, then the above provisions shall be construed to refer to the
particular Series of Bonds involved, and other Series of Bonds not to be defeased as aforesaid shall remain
unaffected by the proceedings for the defeasance of the particular Series of Bonds involved in the
defeasance.
ARTICLE XV
MISCELLANEOUS
SECTION 15.01. Preservation and Inspection of Documents.
All documents received by the Trustee or any Paying Agent under the provisions of this Resolution or
any Series Resolution shall be retained in its possession and shall be subject at all reasonable times to the
inspection of the City, the Trustee, or any Paying Agent, and, upon written request of not less than five
percent (5%) in principal amount of the Holders of the Outstanding Bonds, Bondholders and their agents
and representatives, any of whom may make copies thereof.
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SECTION 15.02. Destruction of Bonds and Coupons.
Any Bonds purchased or redeemed by the Trustee under this Resolution shall be canceled by the
Trustee. Whenever in this Resolution provision is made for the cancellation by the Trustee and the delivery
to the City of any Bonds or any coupons, including Bonds canceled under the first sentence of this Section,
the Trustee may, upon request of the City (evidenced by an Officer's Certificate), in lieu of such cancellation
and delivery, destroy such Bonds and coupons (in the presence of an officer of the City, if the City shall so
require), and deliver a certificate of such destruction to the City.
SECTION 15.03. Parties of Interest.
Nothing in this Resolution or in any Series Resolution adopted pursuant to the provisions hereof,
expressed or implied, is intended to or shall be construed to confer upon or to give any person or party other
than the City, Trustee, Paying Agents and the Holders of the Bonds and coupons appertaining thereto any
rights, remedies or claims under or by reason of this Resolution or any Series Resolution or any covenants,
condition or stipulation thereof; and all covenants, stipulations, promises and agreements in this Resolution
and any Series Resolution contained by or on behalf of the City shall be for the sole and exclusive benefit of
the City, Trustee and Paying Agents and the Holders from time to time of the Bonds and the coupons
appertaining thereto.
SECTION 15.04. No Recourse Under General Resolution or on Bonds.
All covenants, stipulations, promises, agreements and obligations of the City contained in this Resolu-
tion shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and
not of any member, officer or employee of the City in his individual capacity, and no recourse shall be had
for the payment of the principal or Redemption Price of or interest on the Bonds or for any claim based
thereon or on this Resolution against any member, officer or employee of the City or any person executing
the Bonds.
SECTION 15.05. Survival of Covenants.
The obligation of the City under Section 9.06 shall survive payment and cancellation of the Bonds and
defeasance pursuant to Section 14.01.
SECTION 15.06. Headings.
Any headings preceding the text of the several Articles and Sections hereof and any table of contents
shall be solely for convenience or reference and shall not affect the meaning or construction of this
Resolution.
SECTION 15.07. Conflict.
All resolutions or parts of resolutions or other proceedings of the City in conflict herewith shall be and
the same are repealed insofar as such conflict exists.
SECTION 15.08. Liability of City Limited to Pledged Revenues.
Notwithstanding anything contained in this Resolution, the City shall not be required to advance any
moneys derived from any source of income other than the Pledged Revenues for the payment of the
principal of or interest on or Redemption Price of the Bonds or for the maintenance and operation of the
Program. Nevertheless, the City may, but shall not be required to, advance for any of the purposes hereof
any other funds of the City which may be made available to it for such purposes.
SECTION 15.09. Successor to City.
All of the covenants, stipulations, obligations and agreements contained in this Resolution by or on
behalf of or for the benefit of the City shall bind or inure to the benefit of the successor or successors of the
City, from time to time, and to any officer, board, corporation, commission, authority, agency or instru-
mentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and
agreements shall be transferred by or in accordance with law.
60,005-39-2 46 4/2/80
SECTION 15.10. Notice.
Any notice, demand,direction, request or other instrument authorized or required by this Resolution to
be given to or filed with the City, the Project Coordinator or the Trustee shall be deemed to have been
sufficiently given or filed for all purposes of this Resolution if and when delivered to or sent by registered
mail, return receipt requested, to:
City— City Clerk, City Hall, City of San Bernardino, California.
Project Coordinator— Project Coordinator, Redevelopment Agency of the City of San Bernardino,
City Hall, City of San Bernardino, California.
Trustee— At such address as appears on its then current letterhead or such other address
as the Trustee shall designate in writing for such purpose.
All documents received by the Trustee under the provisions of this Resolution shall be retained in its
possession, subject at all reasonable times to the inspection of the City, any Bondholder, and the agents and
representatives thereof.
SECTION 15.11. Proceedings Constitute Contract.
The provisions of this Resolution, of any Supplemental Resolution, of the resolutions providing for the
sale of the Bonds and awarding the Bonds and fixing the interest rates thereon, and of any other resolution
supplementing or amending this Resolution, shall constitute a contract between the City and the
Bondholders and the provisions thereof shall be enforceable by any Bondholder for the equal benefit and
protection of all Bondholders similarly situated by mandamus, accounting, mandatory injunction or any
other suit,action or proceeding at law or in equity that is now or may hereafter be authorized under the laws
of the State in any court of competent jurisdiction. Said contract is made under and is to be construed in
accordance with the laws of the State.
No remedy conferred hereby upon any Bondholder is intended to be exclusive of any other remedy, but
each such remedy is cumulative and in addition to every other remedy and may be exercised without
exhausting and without regard to any other remedy conferred by the Law or any other law of the State. No
waiver of any default or breach of duty or contract by any Bondholder shall affect any subsequent default or
breach of duty or contract or shall impair any rights or remedies on said subsequent default or breach. No
delay or omission of any Bondholder to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed as a waiver of any such default or acquiescence therein. Every
substantive right and every remedy conferred upon the Bondholders may be enforced and exercised as often
as may be deemed expedient. In case any suit, action or proceeding to enforce any right or exercise any
remedy shall be brought or taken and should said suit,action or proceeding be abandoned,or be determined
adversely to the Bondholders, then,and in every such case, the City and the Bondholders shall be restored to
their former positions, rights and remedies as if such suit, action or proceeding had not been brought or
taken.
After the issuance and delivery of the Bonds, this Resolution, the applicable Series Resolution and any
applicable Supplemental Resolution shall be irrepealable,but shall be subject to modification or amendment
to the extent and in the manner provided in this Resolution, but to no greater extent and in no other manner.
CUSIP identification numbers will be imprinted on the Bonds, but such numbers shall not constitute a
part of the contract evidenced by the Bonds and no liability shall hereafter attach to the City or any of the
officers or agents thereof because of or on account of said numbers. Any error or omission with respect to
said numbers shall not constitute cause for refusal by the successful bidder or the purchaser through a
private sale to accept delivery of and pay for the Bonds.
SECTION 15.12. Severability.
In case any one or more of the provisions of this Resolution or of the Bonds or coupons shall for any
reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this
Resolution or of said Bonds or coupons, but this Resolution and the Bonds and coupons shall be construed
and enforced as if such illegal or invalid provisions had not been contained therein. In case any covenant,
60,005-39-2 47 4/2/80
stipulation,obligation or agreement contained in the Bonds or in this Resolution shall for any reason be held
to be in violation of law, then such covenant, stipulation, obligation or agreement shall be deemed to be the
covenant, stipulation, obligation or agreement of the City to the full extent permitted by law. If the
provisions relating to the appointment and duties of the Trustee are held to be unconstitutional, invalid or
unenforceable, such duties shall be performed by the Treasurer.
SECTION 15.13. Validity of Multiple Copies.
This Resolution may be executed in multiple counterparts, each of which shall be regarded for all
purposes as an original; and such counterparts shall constitute but one and the same instrument.
SECTION 15.14. Effective Date. t
This Resolution shall take effect upon adoption.
ADOPTED AND APPROVED this ...�..... ..... day of 1940.. .
I or
• y '
y of the City
n B rnardino, California
[SEAL]
ATTEST:
City Clerk of the City of
San Bernardino, California
Approved as to form:
; f.F f Cites y Attorney
60,005-39-2 48 4/2/80
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) SS SECRETARY'S CERTIFICATE
CITY OF SAN BERNARDINO ) RE ADOPTION OF RESOLUTION
I,Y'Amm H...1/AvA..., City Clerk of the City of San Bernardino, DO HEREBY CERTIFY that the
foregoing Resolution w/as duly adopted by said City at .............�........... regular meeting of said City held on
the :1.. day of .Alp-As/............... 19 "0.., and that the same was passed and adopted by the following vote, to
wit:
e
AYES. Members: ¢Qae
NOES: Members: �j
6aa.,,,;liter✓.
ABSENT.- Members: ,��,�
ABSTAIN: Members:
City Clerk of the
City of San Bernardino
[SEAL]
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) SS SECRETARY'S CERTIFICATE
CITY OF SAN BERNARDINO ) OF AUTHENTICATION
I, ..... City Clerk of the City of San Bernardino, DO HEREBY CERTIFY that the above
and foregoing is a full, true and correct copy of Resolution Nd.5�/.�6f said City and that said Resolution was
adopted at the time and by the vote stated on the above certificate, and has not been amended or repealed.
City Clerk of the
City of San Bernardino
[SEAL]
60,005-39-2 49 4/2/80
w
IN WITNESS WHEREOF, the Trustee has called this Resolution to be executed and its corporate seal
affixed.
Date of Signing:
"Trustee"
By [SEAL]
Authorized Officer
60,005-39-2 50 4/2/80