The URL can be used to link to this page

Home My WebLink AboutR11-Redevelopment Agency RE.VELOPMENT AGENCY.....EST FOR ..ISSION/COUNCIL A"ION GLENDA SAUL From: e: Subject: APPROVING FINAL BOND DOCUMENTS -- CAL-SHELL PROJECT Redevelopment Agency Date: MAY 13, 1986 Synopsis of Previous Commission/Council action: 10-01-84 Adopted Reolution #84-383, inducement resolution. 06-17-85 Community Development Commission adopted Resolution #4770 re-inducing the project for a Redevelopment Agency issue. 07-01-85 Adopted Resolution #85-237 -- TEFRA Public Hearing. 12-02-85 Adopted Resolution #85-504 ratifying publication of notice and setting TEFRA Public Hearing. 12-16-85 Adopted Resolution #85-540 -- TEFRA Public Hearing. 02-23-86 Tabled -- approving final bond documents. 04-21-86 Item continued by request of developer. 05-05-86 Continued to May 19, 1986. Recommended motion: (COMMUNITY DEVELOPMENT COMMISSION) 1. BOND RESOLUTION OF THE COMMUNITY DEVELOPMMENT COMMISSION OF THE CITY OF SAN BERNARDINO. ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, PROVIDING FOR A ~ PRINCIPAL AMOUNT NOT EXCEED $25,850,000 OF REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO MULTI-FAMILY MORTGAGE REVENUE BONDS (UNIVERSITY PARK APARTMENT PROJECT) SERIES 1986, ADOPTED AS OF MAY 19, 1986. Documents approving as to form and on file with the secretary: a) Financing Commitment of SCA Tax-Exempt Fund Limited Partnership. b) Loan Agreement. c) First Amended and Restated Regulatory Agreement. (Recommended Motion Continued to Next Page...) Contact person: GLENDA SAUL/ELLEN BONNEVILLE FUNDING REQUIREMENTS: Amount: $ N/A Phone: 383-5081 Ward: 5 Project: SC Date: Ma V 19, 1986 Supporting data attached: YES /STAFF REPORT No edverse Impact on City: "Cil Notes: Agenda Item No. /1 . . . . . . . RECOMMENDED MOTION CONTINUED... Mayor and Common CouncIl 2. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO OF AN AGGREGATE PRINCIPAL AMOUNT OF $25,850,000 OF THE REDEVELOPMENT AGNENCY OF THE CITY OF SAN BERNARIDNO MULTI-FAMILY MORTGAGE REVENUE BONDS (UNIVERSITY PARK APARTMENT PROJECT) SERIES 1986 AND MAKING CERTAIN DETERMINATIONS RELATING THERETO. Documents appproved as to form and on fIle wIth the CIty Clerk: a) FInancIng CommItment of SCA Tax-Exempt Fund LImIted PartnershIp. b) FIrst Amended and Restated Regulatory Agreement. 975L CI'" OF SAN BERNARDI" - REQUEa FOR COUNCIL ACTIN . .. . 75-0264 STAFF REPORT The Item before you approves final bond documents for the Cal-Shell project (formerly Carousel). This Item went before the Redevelopment Committee on February 6, 1986 as an Information item. The developer is now ready to pursue closing the bond. This multifamily bond Is eligible to close under the transitional rules of H.R. #3838. A bond may close If certain monies were spent on the project prior to September 27, 1985. Tim Sabo, Agency bond counsel, has confirmed that this project Is eligible to close under transitional requirements. Further, the project developers have met all the requirements set forth by the Mayor and Common Council on December 23, 1985, for the Issuance of multifamily mortgage revenue bonds. Documents to be approved include: a) Loan Agreement between the Agency and Cal-Shell, a California Limited Partnership. b) First Amended Restated Regulatory Agreement among Block Bothers, Cal-Shell, the City and the Agency. c) Financing Commitment of SCA Tax-Exempt Fund Limited Partnership. (The above documents are on file In the Mayor's office, Council Office. City Clerk, City Attorney and the Redevelopment Agency.) Below Is a summary of the project: Applicant: Principals: Carousel Development & Associates Carousel Development, Inc. -- 25% Van Marm Construction, Inc. -- 25% Block Group Development -- 50% Amount of Financing: = $25,850,000 Purpose: Construction of 540 apartment units located on a 43 acre site. Location: Shandln Hill -- the south side of Kendall Drive approximately 1 1/2 miles east of Little Mountain. Target Date of Financing: Construction Schedule: May, 1986 Start as soon as financing Is In place -- 18-30 months to complete. During construction -- 200 After construction -- 12 Jobs: Project Cost: $21,582,288 . ~ " . . . . . Increase in Tax: $21,583,288 x It. $215,823 $25,850,000 x It . $258,500 $25,850,000 x 1/8 of It. $32,312/year Reserve and Development Fee: Monitori ng Fee: Rental Schedule: Attached as Exhibit "A" Two (2) 20'x40' pools and five (5) spas. Three (3) recreation buildings. Big "Toy" playground facilities. FIreplaces Washer-dryer hook-ups. The Developer has provided staff with the following: Ameniti es: a) Preliminary Title Report as prepared by First American Title Company. b) List of permits -- Conditional Use Permit 84-78. subdivision agreement for Lot #1. tract 11323 with appropriate improvement bonds; and a copy of the required Caltrans Encroachment permit. c) Tentative tract map or design committee approval -- Conditional use permit #84-78. Environmental Committee review and approval. d) Proof of ownership -- Fee title is vested In Block Brothers, Industries. Inc.. as shown within the Preliminary Title Report. e) Letter confirming availability of utilities to the site. Subdivision agreement for tract 11323, with appropriate bonds for the development of the approved utilities to the site. Also. a copy of the Sewer Rights Purchase Agreement. Regulatory Agreement was recorded in September. thereby making the project exempt from the school impaction fees. f) Fi na 1 project proforma -- attached as Exhi bit "B". g) Final renderings -- floor layout and site plan is attached as Exhibits "CO, "D", "E". h) Letter acknowl edgi ng fees and expenses is attached as Exhi bit "F". i) Comparison between tax-exempt and conventional financing -- Assume, five percent (5t) vacancy rate; capitalization rate. 8.33t. Tax Exempt - 8.95t Conventional - 11% Year 1 Year 2 Year 3 Year 4 Year 5 ($157,787> ($ 48.358) $ 62.801 $179,518 $302.071 ($678,083) ($568,654) ($457,495) ($340,778) ($218,225) Year 1 Year 2 Year 3 Year 4 Year 5 -2- . It . . . . . Tax exempt financing would provide a profit in year three (3). Conventional financing would show a profit in year seven (7). The comp 1 ete anal ys is is attached as Exhi bit "G". j) Market Feasibilitv Stud v Developer has provided market feasibility study done by Market Profiles in October of 1985. This feasibility study showed the San Bernardino rental housing market as having the ability to absorb a substantial number of new units with the population growth generating a demand for 1,690 new rental units per year. An additional market feasibility study was conducted by Empire Economics. The conclusions are as follows: Proposed total of 2,800 new apartments in the State College Market area of which 1,300 are expected to enter the market during 1986/1987. This could cause a market surplus in the years 1986 through 1989. Market Surplus 1986 -- 441 units 1987 -- 786 units 1988 -- 691 units 1989 -- 381 units Staff recommends approval of this project for the following reasons: 1. The project is transitional which means monies were expended during 1985 showing intent of developer to construct project. The reason the bond did not close in 1985 is that the financing fell apart through no fault of the developer. 2. Regulatory Agreement was recorded in 1985 making the project exempt from the school impaction fees. 3. The upscale nature of the project -- fireplaces, spas, interior design are all of a high quality and enhances the City's ability to attract and develop future upscale housing developments, particularly si ngl e family. 4. Due to pending federal tax legislation, the city may no longer have the ability to issue multifamily mortgage revenue bonds unless they are transitional in nature. The only other projects which may qualify under these rules is Limited Care #1 senior citizens project. Developer and bond counsel will be available to answer any questions you may have. 846L 4/86 -3- . . . . . BOND RESOLUTION PROVIDING FOR THE ISSUANCE OF A PRINCIPAL AMOUNT NOT TO EXCEED $25,850,000 Redevelopment Agency of the City of San Bernardino MULTI-FAMILY MORTGAGE REVENUE BONDS (University Park Apartments Project) Series 1986 . Adopted as of May 19, 1986 . . . - - ------------. .- ~ . . . TABLE OF CONTENTS Paqe PREAMBLE ................................................ 1 SECTION 1. 01. SECTION 1. 02. SECTION 2.01. SECTION 2.02. SECT ION 2.03. . SECTION 2.04. SECTION 2.05. SECTION 2.06. SECTION 2.07. SECTION 2.08. SECTION 2.09. SECTION 2.10. SECTION 3.01. SECTION 3.02. . SECTION 3.03. ARTICLE I PLEDGE AND DEFINITIONS Pledge .................................. 4 Definitions............................ . 5 ARTI CLE II SOURCE OF PAYMENTS, GENERAL TERMS AND PROVISIONS OF THE BONDS Source of Payment ....................... 13 Medium and Place of Payment 13 ............ . Execution, Authentication, Ret i rement .............................. 13 Form of Bonds ........................... 14 Ownership ............................... 14 Registration and Transfer ............... 14 Cancellation 16 ........................... . Temporary Bonds ......................... 16 Replacement Bonds ....................... 17 Completion of Bond Form 17 ................ . ARTICLE I II AUTHORIZATION AND ISSUANCE OF BONDS Exclusive provisions. ................... 18 Bonds ................................... 18 Maturi ty of Bonds ....................... 18 -i- . . . . SECTION 3.04. SECTION 3.05. . . Interest Rates ......................... . Authentication and Delivery of Bonds..... ARTICLE IV BOND REMARKETING AND REDEMPTION PROVISIONS SECTION 4.01. SECTION 4.02. SECTION 4.03. SECTION 4.04. SECTION 4.05. SECTION 4.06. SECTION 4.07. SECTION 5.01. SECTION 5.02. SECTION 5.03. SECTION 5.04. SECTION 5.05. SECTION 6.01. SECTION 6.02. SECTION 6.03. Optional Redemption of Bonds ............ Extraordinary Optional Redemption of Bonds ................................ Mandatory Redemption of Bonds ........... Mandatory Remarketing or Redemption of Bonds on each Remarketing Date .......... provision of Additional Security........ Notice of Redemption; Procedure for Selection ............................... Redemption Payments ..................... ARTICLE V LOAN PAYMENTS, PREPAYMENTS Source of Payment of the Bonds Revenue Fund ............................ Administrative Expenses ................. Temporary Funds and Accounts ............ Lapse of Payment ........................ ARTICLE VI BOND PROCEEDS FUND AND LOAN FUND Creation of Funds ....................... Bond Proceeds Fund ..................... . Payments from Loan Fund ........ ... ...... -ii- . 18 23 25 25 25 25 27 28 28 29 29 29 30 30 31 31 31 . . SECTION SECTION 6.04. 6.05. SECTION 7.01. SECTION 7.02. SECTION 8.01. SECTION 8.02. SECTION 8.03. SECTION 8.04. . SECTION 9.01. SECTION 9.02. SECTION 9.03. SECTION 9.04. SECTION 9.05. -- - - . 32 32 34 34 36 36 36 36 37 38 39 39 39 SECTION 10.01. Appointment of Trustee, Acceptance of Trusts, Fiscal Agent. ........ ........ 41 . . SECTION 10.02. Recitals, Representations ............... 41 . Requisitions........................... . Completion of Development .............. . ARTICLE VII SECURITY AND INVESTMENTS Moneys Held in Trust as Security Investments ............................ . ARTICLE VI II SPECIAL COVENANTS OF THE ISSUER Enforcement of Obligations .............. Amendments to Agreement, Assignments .... Transfer of the Development ............. Further Instruments and Actions ......... ARTICLE IX EVENTS OF DEFAULT AND REMEDIES Events of Default, Acceleration ........ . Enforcement of Rights ................... Enforceability by Trustee ............... Delays, Omissions ...................... . Application of Moneys .................. . ARTICLE X THE TRUSTEE, FISCAL AGENT, REGISTRAR, REMARKETING AGENT AND PAYING AGENT -iii- - - . . SECTION 10.03. SECTION 10.04. SECTION 10.05. SECTION 10.06. SECTION 10.07. SECTION 10.08. SECTION 10.09. SECTION 10.10. SECTION 10.11. SECTION 10.12. SECTION 10.13. SECTION 10.14. . SECTION 10.15. SECTION 10.16. SECTION 10.17 . SECTION 10.18. SECTION 10.19. SECTION 10.20. SECTION 10.21. SECTION 10.22. SECTION 11. 01. . - - - . . Performance Through Attorneys, Agents, Receivers or Employees ......... . Expenses, Charges and Other Disbursements ........................... Obligation to Take Action ............... Good Faith Reliance ..................... Who May Own Bonds ....................... Resignation by Trustee .................. Removal of Trustee ...................... Appointment of Successor Trustee in the Event of Removal.................... Qualifications of Successor Trustee ..... Concerning Successor Trustee ............ Merger of Trustee ....................... Conduct of Trustee ..................... . Notice of Event of Default .............. Intervention by Trustee ................. Duties Determined Solely by Resolution............................. . Paying Agent ............................ Remarketing Agent ....................... Fiscal Agent ............................ Reg i s t r a r ............................... Several Capacities ..................... . ARTICLE X AUTHORIZATION TO EXECUTE ISSUER DOCUMENTS AND SELL BONDS Approval and Authorization of the Issuer Documents ........................ -iv- - . 41 . 41 42 42 43 43 43 44 44 44 44 45 45 45 45 45 46 47 48 49 50 . . . - . . . . SECTION 11.02. Authorization of Sale of Bonds........... 50 SECTION 11. 03. Authority To Correct Errors, Etc. ....... 50 SECTION 11.04. Further Authority....................... 50 SECTION 11.05. Copies of Issuer Documents Available for Inspection .......................... 50 SECTION 11.06. Certain Findings Required by the Act .... 51 SECTION 11.07. Incorporation of provisions of Act ...... 51 SECTION 11.08. Program Administrator..... . . . . . . . . . . . . . . . 51 SECTION 11.09. Obligation of Issuer..................... 51 SECTION 11.10. Compliance with the Code................. 51 SECTION 11.11. Covenants Running with the Land.......... 51 SECTION 11.12. Scope of Approval........................ 52 SECTION 11.13. Change in Law............................ 52 SECTION 11.14 Conformance with POlicy Guidelines....... 52 ARTICLE XII INSTRUMENTS EXECUTED BY BONDHOLDERS SECTION 12.01. Proof of Ownership ...................... 53 SECTION 12.02. Effect of Execution ..................... 53 ARTICLE XIII MODIFICATION OF RESOLUTION, AGREEMENT, MORTGAGE AND GUARANTY AGREEMENT SECT ION 13. 0 1. Modification ........................... . 54 SECTION 13.02. Supplemental Resolution ................. 54 SECTION 13.03. Consent of Bondholders 55 SECTION 13.04. Effect of Supplemental Resolution ....... 56 SECTION 13.05. Consent of the Developer ................ 56 -v- . . SECTION SECTION 13.06. 13.07. SECTION 14.01. SECTION 14.02. SECTION 15.01. SECTION 15.02. SECTION 15.03. SECTION 15.04. . SECTION 15.05. SECTION 15.06. SECTION 15.07 - . . . Modifications of Agreement, Note, Mortgage or Additional Security......... 56 Notice and Approval by Bondholders ...... 57 . ARTICLE XIV DISCHARGE OF RESOLUTION . Discharge 58 .............................. . Trustee's Rights Reserved 58 I .............. . ARTICLE XV MISCELLANEOUS Successors of the Issuer 59 ............... . Purpose; Exclusive Benefit .............. 59 Severabi li ty ............................ 59 No Personal Liability or Accountabi lity ........................ 59 Governing Law ........................... 59 Non-Recourse ............................ 59 Exculpation of Issuer ..... ... ........... 59 TESTIMONIUM ............................................ 59 ...0............................... . 60 SIGNATURES AND SEALS EXHIBIT A . FORM OF BOND -.,i- . . . . . . . SBE069-48/1708S/nb 05/08/86 #7 BOND RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, PROVIDING FOR THE ISSUANCE OF A PRINCIPAL AMOUNT NOT TO EXCEED $25,850,000 MULTI-FAMILY MORTGAGE REVENUE BONDS (UNIVERSITY PARK APARTMENTS PROJECT) SERIES 1986, ADOPTED MAY 19, 1986 PREAMBLE WHEREAS, Redevelopment Agency of the City of San Bernardino, (the "Issuer") has been created and organized as a redevelopment agency, a public body, corporate and politic, pursuant to and in accordance with the provisions of Section 33750, et ~., of the Health and Safety Code of the State of California, as amended (the "Act"), for the purpose, among others, of financing the costs of residential developments that will provide decent, safe and sanitary housing for persons and families of low and moderate income in the State of California (the "State") and to issue mortgage revenue bonds for the purpose of enabling various developers to finance the costs of such projects; and WHEREAS, the Act authorizes the Issuer: (a) to make loans to sponsors to provide financing for residential developments located within the State, and intended to be occupied by person and families of low and moderate income, as determined by the Issuer; (b) to issue its revenue bonds for the purpose of obtaining moneys to make such loans and provide such financing and to pay administrative costs and other costs incurred in connection with the issuance of such bonds; and (c) to pledge all or any part of the revenues and receipts to be received by the Issuer from or in connection with such loans, and to mortgage, pledge or grant security interests in such loans in order to secure the payment of the principal or redemption price of and interest on such bonds without any liability to the City of San Bernardino, California (the "City"), the Community Development Commission of the City of San Bernardino (the "Commission"), or the Issuer whatsoever; and WHEREAS, pursuant to its authority under the Act, the Issuer and Cal-Shel, a California limited partnership (the "Developer"), shall execute a certain Loan Agreement dated as of June 1, 1986 (the "Agreement"), by the terms of which Agreement the Issuer agrees to issue the bonds authorized hereby (the "Bonds") and to loan the proceeds thereof to the Developer for the purpose of providing construction and permanent financing for a multi-family residential development (the "Development") located within the State to be occupied by person and families of low and moderate income as determined by the Issuer in accordance with the Act, and to be occupied partially by "individuals of low or moderate income" as required by Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as amended (the "Code"), and the applicable regulations thereunder; and -1- ~ -~ - . . . . . WHEREAS, the Project will of the Bonds pursuant to a program financing (the "Program"); and be financed through the issuance of the Issuer applicable to such WHEREAS, as security for the loan to the Developer under the Agreement (the "Loan"), the Developer is obligated to execute and record a certain Deed of Trust and Security Agreement and a certain Assignment of Rents and Leases (the "Mortgage") pertaining to the Development; and WHEREAS, as further security for the Loan, the Developer is obligated to provide a certain letter of credit or a payment and perf6rmance bond and letter of credit (the "Construction Period Letter of Credit"), a certain guaranty of completion (the "Guaranty of Completion") and a certain limited operating deficit guaranty (the "Limited Operating Deficit Guaranty"), all as described more fully herein; and WHEREAS, in order to finance the loan by the Issuer to the Developer for the Development, the Developer has also been presented with a commitment letter from SCA Tax-Exempt Fund Limited Partnership, a Delaware limited partnership, dated May 1, 1986 and on file with the Agency Secretary and incorporated herein by this reference, and any amendments or supplements thereto acceptable to the Developer and the Issuer, pursuant to which tax-exempt revenue bonds may be issued by the Issuer by adoption by the Commission of an appropriate Resolution (the "SCA Financing Commitment"); and . WHEREAS, the Developer has requested the Issuer and the Commission to (i) authorize the issuance of tax-exempt obligations by adoption of an appropriate Resolution and (ii) issue and deliver the tax-exempt obligations to finance the Development conditioned upon the execution and delivery of the required documentation by the Chairman, Secretary and/or Executive Director of the Issuer and the final approval of all documentation by the Attorney of the Issuer; and - WHEREAS, it is the intent of the Commission that the necessary documentation be approved as to form and authorized to be executed at this time and that all documents pertinent to the issuance of the Bonds by the Issuer be approved and adopted by the Commission at this time subject to the above conditions; and WHEREAS, pursuant to the terms of the SCA Financing Commitment, Shelter Corporation of Canada, Ltd. is required to sell its general partnership interest in the Developer to Carousel Development, Inc., one of the limited partners of the Developer, and the Developer hereby requests the Commission to acknowledge and consent to such sale; and . WHEREAS, the adopted this Resolution the Bonds, prescribing Commission, on behalf of the Issuer, has for the purpose of authorizing and securing the terms thereof and the conditions, terms, -2- . . . . trusts and provisions upon the basis of which the delivered and the proceeds thereof expended and held; Bonds wi 11 be NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: . . -3- . . . . . . . . . ARTICLE I PLEDGE AND DEFINITIONS Section 1.01. Pledqe. (a) The Issuer hereby pledges and assigns to the Bondholder and, after the appointment of the Trustee pursuant to this Resolution, to the Trustee for the benefit of all holders of the Bonds, and grants to the Bondholder and, after the appointment of the Trustee pursuant to this Resolution, the Trustee for the benefit of such holders a security interest in. all of the Issuer's right, title and interest in and to the following moneys. rights and properties: (i) all moneys and investment obligations in all funds created in this Resolution; (ii) the Agreement and the Note, including all payments due under the Agreement, except for the Issuer's rights to enforce and receive payments of money directly and for its own purposes under Sections 5.03 and 7.01 thereof; (iii) the Mortgage granted by the Developer in favor of the Issuer; (iv) the Guaranty of Completion, the Construction Letter of Credit. and the Limited Operating Deficit Guaranty; and (v) any and all property, rights and interests of every kind or description which from time to time hereafter may be sold, transferred, conveyed, assigned, pledged, mortgaged or delivered to the Bondholder or. after appointment, the Trustee as additional security hereunder. (b) The pledge and assignment made hereby, the security interests granted herein and the covenants and agreements herein set forth to be performed by and on behalf of the Issuer shall be for the equal and proportionate benefit and security of all present and future owners of the Bonds without preference of any Bond over any other, as if. all the Bonds at any time outstanding had been authenticated, executed, and delivered simultaneously with the execution and delivery of this Resolution, all as herein set forth. (c) The pledge and assignment made hereby and the security interests granted herein shall be valid and binding from and after the date of adoption of this Bond Resolution; the Agreement, the Note, the Mortgage, the Construction Letter of Credit, the Guaranty of Completion, the Limited Operating Deficit Guaranty and all other funds and accounts established by or pursuant to this Resolution and hereby pledged shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge and security interests shall be valid and binding as against all parties having claims of any kind in tort. contract or otherwise against the Issuer, irrespective of whether such parties had notice thereof. -4- . . e . . . . (d) All Bonds shall be issued, authenticated and delivered, and the security for such Bonds shall be dealt with and disposed of, under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes expressed in this Resolution. Section 1. 02. Def initions. The capi ta lized terms used herein which are included as defined terms in the Agreement shall have the same meanings assigned to them in the Agreement. Additionally, for the purposes of this Resolution, the following terms shall have the following meanings: "Act" - Section 33750, et~., of the Health and Safety Code of the State of California. "Additional Security" - Any guaranty agreement, letter of credit, surety bond or other instrument or agreement providing for the payment of the principal of and premium, if any, and interest on the Bonds when due or amounts payable under the Agreement when due. "Agreement" - The Loan Agreement dated as of June 1, 1986, between the Developer, as borrower, and the Issuer, as lender, and any and all amendments and supplements thereto. "Authorized Officer" The Chairman, Secretary or the Executive Director of the Issuer, or any other person duly authorized by Resolution of the Commission, on behalf of the Issuer to carry out a particular act on behalf of the Issuer. "Base Interest" The interest payable on the Bonds determined in accordance with Section 3.04(b} of this Resolution. "Bond" or "Bonds" The bond issues pursuant to this Resolution, entitled "Redevelopment Agency of the City of San Bernardino Multi-Family Mortgage Revenue Bonds (University Park Apartments Project), Series 1986," in the aggregate principal amount not to exceed $25,850,000. "Bond Counsel" - The firm of Sabo & Gondek, a Professional Corporation, appointed by the Issuer or any other firm of nationally recognized attorneys experienced in the financing of facilities through the issuance of tax-exempt revenue bonds under the exemption provided under Section 103 of the Code and approved by the Issuer, the Developer and the Fiscal Agent, such approval not to be unreasonably withheld. "Bondholder" or "holder" or "owner" - The person or entity in whose name any Bond is registered on the Bond registration books of the Issuer kept by the Fiscal Agent. From the date of the initial issuance and delivery of the fully executed and authenticated Bonds to the initial transfer of the Bonds pursuant to Section 2.06 of this Resolution, the term "Bondholder" means SCA Tax-Exempt Fund Limited Partnership. -5- . . . . . . . "Bond Year" - Each calendar year. "Business Day" - Any day other than a Saturday, Sunday or day when banks are authorized to be closed under the laws of the State, the State of New York or the State in which the Principal Office of Fiscal Agent is located. "Code" - The Internal Revenue Code of 1954, as amended, together with corresponding and applicable regulations and revenue rulings issued with respect thereto by the Treasury Department or Internal Revenue Service of the united States. "Completion Date" - The date upon which the Development has been completed and is ready for occupancy as evidenced by the certificate of the Authorized Representative pursuant to Section 6.05 of this Resolution. "Commission" - The Community Development Commission of the City of San Bernardino. "Construction Period Letter of Credit" The (i) irrevocable letter of credit expiring on or about June 1, 1989, in an amount acceptable to Bondholder or (ii) a 100% payment and performance bond and a letter of credit in an amount equal to costs not directly controlled by the Bondholder which shall be issued by the Construction Period Letter of Credit Provider. "Construction Period Letter of Credit Provider" The provider (s) of the Construct ion Period Letter of Credit, or its (their) successors. "Contingent Interest" - The interest payable on the Bonds determined in accordance with Section 3.04(c} of this Resolution. "Deferred Bonds determined Resolution. Contingent Interest" in accordance with - The interest due on the Section 3.04(d} of this "Developer" - Cal-Shel, a California limited partnership, or its successors and assigns. "Development" The multi-family residential development to be financed with the Loan, as described more Exhibit A attached to the Agreement. rental fully in "Development Costs" - All of the costs and expenses with respect to the acquisition, construction, reconstruction, equipping, expansion, extension, improvement, rehabilitation or remodeling of the Development, including, without limitation: (a) The cost of acqui ring rea 1 property and any bui Idi ngs thereon, including payments for options, deposits or contracts to purchase properties; -6- . . . . . . . (b) The development; cost of site preparation, demo li tion and (c) Fees in connection with the planning, execution and financing of the Development and issuing the Bonds, such as those of architects, engineers, attorneys, accountants and the Issuer and the Construction Period Letter of Credit Provider; (d) The cost of studies, surveys, plans, permits, insurance, interest, financing, tax and assessment costs and other operating and carrying costs during construction, rehabilitation or reconstruction of the Development; (e) The cost of the construction, equipping of the Development; rehabilitation and (f) off-site property The cost of land improvements, such as improvements, whether such costs are or service; landscaping and paid in cash, (g) Expenses in connection with initial occupancy of the Development; (h) The cost of such other items, including relocation costs, indemnity and surety bonds and premiums on insurance, as shall be reasonable and necessary for the development of the Development; fee of amount one and one-quarter of the Bonds of the (i) The mortgage placement percent (1 1/4%) of the principal general partners of the Bond holder; (j) Base Interest paid on the Bonds (A) from the date of initial issuance and delivery of the Bonds to (B) the earlier of a date six (6) months after the Final Advance Date or the date which is three (3) years after the date of the initial issuance and delivery of the Bonds. Provided however, that nothing in this definition shall be construed to allow the expenditure of Bond proceeds or the earnings therefrom in a manner that would cause interest on the Bonds to be subject to federal income taxation. "Eligible Investments" Any of the following: (i) Government Securities; (ii) obligations of the Federal Land Bank; (iii) obligations of the Federal Home Loan Bank; (iv) obligations of the Federal Intermediate Credit Bank: (v) obligations of the Central Bank for Cooperatives: (vi) certificates of deposit of national or state banks located within the State which have deposits insured by the Federal Deposit Insurance Corporation and certificates of deposit of federal savings and loan associations and state building and loan associations located within the State which have deposits insured by the Federal Savings and Loan Insurance Corporation (including certificates of deposit of any bank, savings and loan -7- . . . . . association or building and loan association acting as a depository, custodian or trustee for any proceeds of the Bonds); provided, however, that the portion of such certificates of deposit in excess of the amount insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation, if any, shall be secured by deposit with a Federal Reserve Bank or any national or state bank located within the State of any of the obligations described in clause (i), (ii), (iii), (iv) or (v) above; (vii) any other investments permitted by State law, including the Act, for the investment of public funds; (viii) obligations of any state of the United States of America or any agency or political subdivision thereof, the interest on which is exempt from federal income taxation, that are rated in one of the two highest rating categories of S & P, and (ix) any investment company or trust that invests at least % of its assets in obligations described in clause (viii) above. "Eligible Tenants" Moderate-Income Tenants. Lower-Income Tenants and Low-to "Enabling Instrument" Resolution Commission, on behalf of the Issuer, required this Resolution and adopted June 17, 1985. No. 4077 of the by Section 3.05 of "Event of Default" Any event of default specified in Section 9.01 of this Resolution. . "Fiscal Agent" - From the date of the initial issuance and delivery of the Bonds to the initial transfer of the Bonds pursuant to Section 2.06(n) of this Resolution, or any person or entity designated by the Bondholder as the Fiscal Agent; and, on and after the initial transfer of the Bonds pursuant to Section 2.06(n) of this Resolution, the Trustee appointed pursuant to Section 10.01 of this Resolution. "Fisca 1 Agent. s Expenses" - The compensa t ion and expenses payable to the Fiscal Agent as follows: (a) an amount equal to the Servicing Fee of the Fiscal Agent for the ordinary services of the Fiscal Agent rendered and its ordinary expenses incurred, including (without limitation) reasonable counsel fees, under this Resolution during each twelve-month period; and (b) the reasonable fees and charges of Paying Agent, Registrar and Trustee as Resolution, as and when they become due; and the Fiscal Agent as provided in this . (c) the reasonable fees and charges of the Fiscal Agent for necessary extraordinary services rendered by it and extraordinary expenses incurred by it under this Resolution as and when they become due, including (without limitation) reasonable counsel fees; provided, however, that the Developer may, without creating a default under the Agreement, contest in -8- . . . . . . . good fai th the necess ity for any such ext raordina ry services and extraordinary expenses and the reasonableness of any such fees, charges or expenses after making payment of such fees or expenses. "Government Securities" - Direct obligations of the united States of America and obligations the timely payment of principal of and interest on which is fully guaranteed by the United States of America. "Institutional Investor" - Letter of Credit Provider. any insurance company, any agency or States of America or of any state. natural person), a principal part buying securities. The Developer, the Construction bank, savings institution or instrumentality of the United or any person (other than a of whose business consists of "Interest Payment Date" - Before the initial Remarketing Date, the first day of each calendar month commencing 198 , and the initial Remarketing Date; and after the initial Remarketing Date, each June 1 and December 1, as provided in this Resolution. "Issuer" Redevelopment Agency of the City of San Bernardino, and its successors and assigns. "Issuer Documents" Collectively, the Agreement, Regulatory Agreement and the Land Use Restriction Agreement. the "Land" - The tract of land on which the Development will be constructed. as described on Exhibit A to the Agreement. "Land Use Restriction Agreement" - That agreement between the Issuer and the Developer, substantially in the form attached as Exhibit C to the Agreement. "Limited Operating Deficit Guaranty" - [TO COME] "Loan" - The loan from the Issuer to the Developer made pursuant to the Agreement. "Loan Fund" - The fund created by Section 6.01 of this Resolution. "Loan Year" - Each calendar year. "Lower-Income Tenants" means persons and families whose income, at the time of occupancy in the Development, does not exceed fifty percent (50%) of the median adjusted gross income for the area, adjusted for family size, as determined pursuant to Section 8 of the United States Housing Act of 1937, as amended. "Low- to Moderate-Income Tenants" means persons and families whose income, at the time of occupancy in the Development. does not exceed eighty percent (80%) of the median adjusted gross -9- . . . . . . . income for the area, adjusted for family size, as determined pursuant to Section 8 of the United States Housing Act of 1937, as amended. "Mortgage" That certain deed of trust and security agreement granting a first priority lien on and security interest in the Land, buildings and equipment constituting the Development granted by the Developer to the Issuer and securing the repayment of the Loan, including the assignment of rents and leases, and any and all amendments and supplements thereto. "Mortgage Loan Documents" - This Agreement, the Mortgage, the .Operating Deficit Guaranty, the Guaranty of Completion, the Regulatory Agreement. the Land Use Restriction Agreement [insert other Security documents as appropriate]. "Outstanding" - When used with reference to Bonds, as at any particular date, the aggregate of all Bonds authenticated and delivered under this Resolution, except: (a) Bonds cancelled or surrendered to the Registrar for cancellation at or before such date; (b) Bonds for the redemption of which moneys shall have been theretofore deposited with the Fiscal Agent; provided that notice of such redemption shall have been given as provided in Article IV of this Resolution or provision satisfactory to the Fiscal Agent shall have been made therefor; (c) Bonds for the payment of which moneys or Government Securities shall have been theretofore deposited with the Fiscal Agent in accordance with Section 13.01 hereof; and (d) Bonds otherwise deemed to be paid in accordance wi th this Resolution. "Paying Agent" The Paying Agent appointed pursuant to Section 10.18 hereof and any successor thereto. "Principal Office" respective party in writing Agent, the Trustee, the Remarketing Agent. - The office designated as such by the to the Issuer, the Developer, the Fiscal Registrar, the Paying Agent and the "Project Cash Flow" With respect to any period, all revenues received by the Developer during such period, less operating expenses of the Development paid from revenues during such period, including, without limitation, Base Interest, the amount due on any working capital loans from the Bondholder with respect to the Development and any property management fee not in excess of 4% of the gross rental revenues of the Development for such period. Contingent Interest, any property management fee in excess of 4% of the gross rental revenues of the Development for such period and any Servicing Fees becoming due or remaining unpaid as of the beginning -10- . . . . . . . of such period shall be excluded from such the purpose of determining Project Cash Flow. operating expenses for Interest Bonds. "Record Payment - The fifteenth calendar day preceding any or the date established for redemption of Date" Date "Registrar" - The Registrar appointed pursuant to Section 10.21 hereof and any successors thereto. "Regulatory Agreement" The First Amended and Restated Regulatory Agreement between the Issuer, the Ci ty, Block Brothers (USA) Inc. and the Developer substantially in the form attached as Exhibit D to the Agreement. pursuant thereto. "Remarketing to Section The this Remarketing Agent Resolution and any appointed successor Agent" 10.19 of "Remarketing Date" remarketing of the Bonds in Resolution and any a Reset Period. - The date established for the initial accordance with Section 4.04(b) of this thereafter that is the first day of "Remarketing Rate" - The rate of interest per annum borne by the Bonds on and after the initial Remarketing Date and on and after each subsequent Remarketing Date determined by the Remarketing Agent in accordance with Section 3.04(e) of this Resolution to be in effect for the Reset Period which commences on such Remarketing Date. "Replacement established by the Agreement. Reserve" Developer The pursuant reserve for to Section replacements 6.03 of the commencing on the initial that is at least one Date, and any period of one or; thereafter and ending on ,20 determined in period~uring which the such period. "Reset Period" The period Remarketing Date and ending on any year after the initial Remarketing more years commencing on any any to and including accordance with Section 4.04 hereof to be a Bonds will bear interest at a rate fixed for "Resolution" - This Resolution dated as of May 5, 1986, adopted by the Issuer, pursuant to which the Bonds are issued, and any and all amendments and supplements thereto. "Revenue Fund" - The fund created by Section 5.02 of this Resolution. "Sale or Repayment Proceeds" - The net proceeds from the sale of the Development in connection with the redemption of Bonds or an amount equal to the appraised fair market value of the Development less estimated expenses of a sale of the Development, in each case determined as set forth in Section 4.02(c) of the Agreement. -11- . . . . "Servicing Fee" - The fee payable by the Developer to the ... Fiscal Agent as set forth in Section 5.03(b) hereof. "S&P" Standard & Poor's Corporation, a corporation organized and existing under the laws of the State of New York, its successors and assigns, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer with the approval of the Fiscal Agent and the Developer. "State" - The State of California. "Trustee" Section 10.01 of hereunder. The entity appointed this Resolution, and its trustee pursuant to successors in trust (End of Article I) ... ... -12- . . . . . . . ARTICLE II SOURCE OF PAYMENTS, GENERAL TERMS AND PROVISIONS OF THE BONDS SECTION 2.01. Source of Payment. The Issuer shall be obligated to pay the principal of and premium, if any, and interest on the Bonds solely out of the revenues arising from the pledge and assignment of the payments on the Loan under the Agreement and the Note. the other funds and moneys pledged and assigned herein and any Additional Security provided in accordance with this Resolution. The Bonds shall constitute a valid claim of the respective owners thereof against such revenues, amounts and moneys, all of which are pledged to secure the payment of the principal of and premium, if any, and interest on the Bonds, and which shall be utilized for no other purpose, except as expressly authorized in this Resolution. NEITHER THE BONDS AND NOR ANY OTHER OBLIGATIONS OF THE ISSUER UNDER THIS RESOLUTION OR THE AGREEMENT SHALL CONSTITUTE A DEBT OF THE ISSUER, THE COMMISSION, THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION OF THE STATE. NEITHER THE ISSUER, THE COMMISSION, THE CITY, THE STATE, NOR ANY POLITICAL SUBDIVISION OF THE STATE SHALL BE LIABLE ON SUCH BONDS OR OTHER OBLIGATIONS; NOR IN ANY EVENT SHALL SUCH BONDS OR OBLIGATIONS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE ISSUER PLEDGED THEREFOR. THE BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. SECTION 2.02. Medium and Place of Payment. The principal of and premium, if any, on the Bonds shall be payable, without exchange or collection charges, in lawful money of the United States of America upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption, at the Principal Office of the Paying Agent. Interest on the Bonds shall be payable on the Interest Payment Dates by check or draft mailed to the respective owners thereof at their addresses shown on the Record Date on the registration books of the Issuer kept by the Registrar. Before the initial Remarketing Date, at the option of the Bondholders, payment of interest on the Bonds may be transmitted by wire transfer to the Bondholders to the accounts on file with the Registrar as of the Record Date. SECTION 2.03. Execution, Authentication, Retirement. (a) All Bonds issued hereunder shall be executed on behalf of the Issuer by the manual or facsimile signature of an Authorized Officer under its corporate seal or a facsimile thereof, and attested by the manual or facsimile signature of its Authorized Officer. Following such execution, the Bonds shall be delivered to the Registrar, who shall authenticate them pursuant to the provisions of this Resolution and not otherwise, and shall deliver them in accordance with the applicable provisions hereof. Only such Bonds as shall have endorsed thereon a certificate of authentication substantially in the form prescribed in Exhibit A hereto, executed by the Registrar, shall be valid or obligatory for any purpose or be secured by this Resolution or be entitled to any right or benefit -13- . . . . . . . hereunder. Such authentication by the Registrar upon any Bond shall be conclusive evidence and the only evidence that the Bond so authenticated has been duly issued hereunder and the owner thereof is entitled to the benefit of the trust hereby created. The Registrar's certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer or signatory of the Registrar, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all of the Bonds issued hereunder. (b) If any person who shall have signed or signed and sealed any Bond as an officer of the Issuer shall have ceased to be such officer before the Bond so signed or signed and sealed shall have been actually authenticated and delivered by the Registrar, such Bond, nevertheless, may be authenticated and delivered and issued as though the person who signed or signed and sealed such Bond had not ceased to be such officer of the Issuer. Any Bonds may be signed and sealed on behalf of the Issuer by such persons who, as of the actua 1 date of the execut ion of such Bonds, sha 11 be the proper officers of the Issuer although at the date of the authentication or delivery of such Bonds any such person shall not hold that office of the Issuer. SECTION 2.04. Form of Bonds. The Bonds shall be substantially in the form and of the tenor set forth in Exhibit A hereto with such variations, omissions and insertions as may be permitted or required by this Resolution, or be consistent with this Resolution and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto and as shall be approved by the officers of the Issuer executing the Bonds. The execution of the Bonds by such officers shall be conclusive evidence of the approval of such variations, omissions and insertions. SECTION 2.05. Ownership. The Issuer, the Fiscal Agent, the Registrar and any other person shall treat the person in whose name any Bond is registered as the absolute owner of such Bond for the purpose of making and receiving payment of the principal thereof and interest and premium, if any, thereon and the Issuer, the Fiscal Agent and the Registrar shall not be bound by any notice or knowledge to the contrary. All payments made to the person deemed to be the owner of any Bond in accordance with this Section shall be valid and effectual and shall discharge the liability of the Issuer and the Fiscal Agent upon such Bond to the extent of the sums paid. SECTION 2.06. Reqistration and Transfer. (a) So long as any Bonds remain outstanding, the Registrar shall keep at its Principal Office a register in which, subject to such reasonable regulations as it may prescribe, the Registrar shall provide for the registration and transfer of Bonds in accordance with the terms of this Resolution. (b) Each Bond shall be transferable only by presenting it at the Principal Office of the Registrar duly endorsed for transfer -14- . . . . . and accompanied by an assignment in the form set forth as part of the form of Bond in Exhibit A hereto duly executed by the owner or his or her duly authorized representative or in a manner otherwise acceptable to the Registrar. The transfer of the Bonds shall be further limited as provided in this Section. (c) (i) Except as provided in paragraph (ii) below, all Bonds shall be exchangeable upon the presentation and surrender thereof at the principal Office of the Registrar for a Bond or Bonds of the same maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of the Bond presented for exchange. The Registrar shall be and is hereby authorized to authenticate, deliver and exchange Bonds in accordance with the provisions of this Section. Each Bond delivered upon any such exchange in accordance with this Section shall constitute an original additional contractual Obligation of the Issuer and shall be entitled to the benefits and security of this Resolution to the same extent as the Bond or Bonds in lieu of which such Bond is delivered. (ii) If any Bond is redeemed in part, upon the presentation and surrender of such Bond, the Registrar shall authenticate and deliver in exchange for such Bond, a new Bond of the same maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the unredeemed portion of such Bond. . (d) The Issuer or the Registrar may require the owner of any Bond to pay a sum sufficient to cover any tax or other governmental charge or cost that may be imposed in connection with any transfer or exchange of such Bond. (e) transfer of redemption as The Registrar shall not be required to any Bond after such Bond has been a whole or in part. register selected the for (f) Except as provided in paragraph (g) of this Section, the Bonds may be transferred only as a whole (i) to any subsidiary of the Bondholder, any affiliate of the Bondholder with the same or substantially the same parent corporation as the Bondholder, any entity arising out of any merger or consolidation of the Bondholder, or a trustee in bankruptcy of the Bondholder; or (ii) to any Institutional Investor if, in either instance, the Issuer and the Registrar receive from the transferee of the Bonds an executed agreement to be bound by the transfer restrictions set forth in this Section in connection with subsequent transfers of the Bonds[; provided, however, that if the Bonds are transferred to the Construction Letter of Credit Provider, by accepting the transfer of the Bonds, the Construction Letter of Credit Provider shall be deemed to have agreed to the transfer restrictions set forth in this Section without any further act or deed on the part of the Construction Letter of Credit Provider]. . -15- . . . . . (g) An addition to transfers permitted by paragraph (f) of this Section, after the initial Remarketing Date, the Bonds may be transferred, as a whole or in part, upon receipt by the Registrar and the Fiscal Agent of the written consent of the Issuer, which consent sha 11 be condi t ioned so lely upon (i) the authorizat ion by the Issuer of the use and distribution of any disclosure document which, in the opinion of counsel acceptable to the Issuer, is necessary in connection with such transfer of the Bonds, (ii) the delivery to the Issuer and the Fiscal Agent of an opinion of counsel satisfactory to the Issuer and the Fiscal Agent to the effect that the exemption of the Bonds or any securities evidenced thereby from the registration requirements of the Securities Act of 1933, as amended, and the exemption of this Resolution from qualification under the Trust Indenture Act of 1939, as amended, wi 11 not be impaired as a result of such transfer. . . (h) Notwi thstanding the foregoing provisions of thi s Section, if after the transfer of any Bonds in accordance with the provisions of this Section, there shall be more than one Bondholder, prior to any such transfer, there shall be appointed a Trustee for the Bondholders in accordance with Section 10.01 hereof. . SECTION 2.07. Cancellation. All Bonds paid or redeemed as a whole or in part in accordance with this Resolution, and all Bonds in lieu of which replacement Bonds are authenticated and delivered in accordance with Section 2.06, 2.08 or 2.09 of this Resolution, shall be cancelled and destroyed upon the making of proper records regarding such payment, redemption or replacement. The Registrar shall periodically furnish the Issuer with certificates of destruction of such Bonds. SECTION 2.08. Temporary Bonds. (a) Pending the preparation of definitive Bonds, the Issuer may execute and, upon the Issuer' s request, the Registrar shall authenticate and deliver, one or more fully registered temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Bonds in lieu of which they are delivered, with such appropriate insertions~ omissions, substitutions and other variations as the officer of the Issuer executing such temporary Bonds may determine, as evidenced by the signing of such temporary Bonds. (b) until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the tenefit and security of this Resolution. The Issuer shall, without unreasonable delay, prepare, execute and deliver to the Registrar, and thereupon, upon the presentation and surrender of any temporary Bond to the Registrar, the Registrar shall authenticate and deliver in exchange therefor a Bond or Bonds in definitive form, of the same maturity and interest rate and in any authorized denomination, in an aggregate principal amount equal to the principal amount of the Bond in temporary form surrendered. Such exchange shall be made without charge to any owner of the Bonds. . -16- . . . . . . . SECTION 2.09. Replacement Bonds. (a) To the extent permitted by law, upon receipt by the Issuer and the Registrar of evidence satisfactory to them of the loss, theft, destruction or mutilation of any Bond (and, in the case of any loss, theft or dest ruction, of indemnity, if requi red, reasonably satisf actory to the Issuer and the Registrar) and upon surrender and cancellation of such Bond, in the case of any mutilated Bond, the Issuer shall execute, and the Registrar shall authenticate and deliver, a new Bond, in lieu of such lost, stolen, destroyed or mutilated Bond. Such new Bond may bear such endorsement or distinguishing mark as may be agreed upon by the Issuer and the Registrar. The Issuer may require the payment by the owner of a sum sufficient to reimburse it for all reasonable expenses incurred by it in connection with the issuance of each new Bond under this Section, including the charges of the Registrar. (b) Bonds executed by the Issuer and authenticated and delivered by the Registrar in lieu of any lost, stolen, mutilated or destroyed Bonds shall evidence and represent the identical obligations which, prior thereto, were evidenced and represented by the Bonds with respect to which they are executed, authenticated and delivered, all without novation of any rights, Obligations or liens pertaining thereto. (c) If any such lost, stolen, destroyed or mutilated Bond has become or is about to become due and payable, the Registrar in its discretion may, instead of issuing a replacement Bond, direct the Paying Agent to pay such Bond. SECTION 2.10. Completion of Bond Form. The respective numbers, maturity dates, interes t provi s ions and other app 1 icable terms and provisions with respect to the Bonds shall be inserted in the form of Bond prescribed herein, as provided in this Resolution or as directed by certificate of an Authorized Officer of the Issuer. (End of Article II) -17- - - - . . . . . ARTICLE III AUTHORIZATION AND ISSUANCE OF BONDS SECTION 3.01. Exclusive Provisions. No liens of any nature or kind shall ever be placed or permitted by the Developer or the Issuer on the moneys, rights and properties pledged for the payment of the Bonds (other than the lien created by this Resolution), and no Bonds shall be authenticated and delivered under this Resolution other than the Bonds described in Section 3.02 in accordance with the provisions of Sections 2.06, 2.08, 2.09 and 3.05 hereof. SECTION 3.02. Bonds. (a) The Issuer's bonds entitled "Redevelopment Agency of the City of San Bernardino Multi-Family Mortgage Revenue Bonds (University Park Apartments Project), Series 1986," in the aggregate principal amount of $25,850,000 hereby are authorized to be issued under and secured by this Resolution. . (b) The Bonds shall be issuable as fully registered bonds without coupons and shall be numbered separately from 1 upward with such prefixes or suffixes as shall be deemed appropriate by the Registrar. Each Bond shall be dated as of the date of their initial issuance and delivery and shall bear interest from their date, or such later date to which interest has been paid until paid in full, at the rate set forth in Section 3.04 hereof, payable on the Interest Payment Dates. Prior to the initial Remarketing Date and thereafter payable on the Bonds until any transfer of the Bonds in accordance with Section 2.06(g) hereof, the Bonds shall be issuable only as a single bond in a denomination that is at all times equal to the aggregate principal amount of Bonds Outstanding. Following any transfer of the Bonds in accordance with Section 2.06(g) hereof, the Bonds shall be issuable in denominations of $5,000 and integral multiples thereof. SECTION 3.03. Maturity of Bonds. The Bonds shall mature on June I, 2000, subject to prior purchase or redemption as provided in Article IV hereof. SECTION 3.04. Interest Rates. (a) General. Prior to the initial Remarketing Date, the interest payable on the Bonds shall be equal to the sum of the Base Interest, the Contingent Interest, if any, and the Deferred Contingent Interest, if any. Such interest shall be payable at the times and in the amounts set forth in paragraphs (b), (c) and (d) of this Section. After the initial Remarketing Date, the Bonds shall bear interest at the Remarketing Rates determined in accordance with paragraph (e) of this Section, payable on the Interest Payment Dates. The interest payable on the Bonds shall be computed on the basis of a 360-day year composed of twelve 30-day months. . (b) Base Bonds at a rate of to but excluding Interest. Base nine percent (9%) ,1987, at Interest shall per annum from a rate of nine accrue on the , 1986, hundred and six -18- . . . . thousandths percent (9.625%) 1987, to but excluding thereafter at a rate of eight and thousandths percent (8.625%) per annum to Remarketing Date. Base Interest shall be of each month. annum from 1988 and six hundred twenty-five but excluding the initial payable on the first day per . twenty-five (c) Continqent Interest. Contingent Interest shall accrue on the Bonds from , 1988, to but excluding the initial Remarketing Date at a rate not exceeding seven and three hundred seventy-f i ve thousandths percent (7.375%) per annum (the "Maximum Contingent Rate"). The amount of Contingent Interest payable on the Bonds with respect to any period shall be equal to the sum of: (i) the lesser of (A) an amount equal to one and seventy-five hundreths percent (1.75%) per annum of the average aggregate principal amount of the Bonds outstanding during such period and (B) an amount equal to the Project Cash Flow during such period, or after, , 1991, the difference between the Project Cash Flow for such period and all contributions to the Replacement Reserve during such period not exceeding $54,000 in any Bond Year; and . (ii) if the amount determined in accordance with clause (i) (B) above is greater than the amount determined in accordance with clause (i) (A), the lesser of (A) five and six hundred twenty-five thousandths percent (5.625%) of the average aggregate principal amount of the Bonds outstanding during such period and (B) one-half of the difference between (1) the excess of the amount determined in accordance with clause (i)(B) above over the amount determined in accordance with clause (i)(A) above and (2) the sum of the aggregate amount of all Servicing Fees payable during such period (including any unpaid Servicing Fees as of the first day of such period). . Contingent Interest shall be payable (i) on April 1, July 1 and September 1 of each year with respect to the immediately preceding calendar quarter (ii) on January 1 of each year, with respect to the immediately preceding year and (iii) upon the redemption date of all of the Outstanding Bonds and on the initial Remarketing Date with respect to the period beginning on the first day of the year in which such redemption or the initial Remarketing Date (as the case may be) occurs and ending on such redemption date or the initial Remarketing Date, respectively; provided, however, that the amount of Contingent Interest payable on any date referred to in clause (ii) or (iii) of this sentence shall be reduced by the amount of Contingent Interest previously paid with respect to any portion of the period with respect to which payment under clause (ii) or (iii) is made. Notwithstanding the foregoing provisions of this paragraph (c), for the purposes of paragraphs (c) and (d) of this Section, Contingent Interest payable with respect to calendar year 1988 shall commence on 1988, calendar year 1987 -19- . . . . . . . shall be deemed to commence on specified in clauses (i)(A) and calendar year 1988 shall be reduced 1988 and above with the amounts respect to (ii)(A) by _%. Contingent Interest payable on any date provided in this paragraph (c) shall be calculated in accordance with the procedures set forth in Section 4.02 (b) of the Agreement. In the event that such procedures result in an overpayment or underpayment of Contingent Interest in any year, adjustments shall be made as provided in such Section 4.02(b). To the extent that Contingent Interest accruing on the Bonds during any year (or during any portion of a year immediately preceding the initial Remarketing Date or the date of redemption of any Bonds) is less than the amount that would accrue on such Bonds at the Maximum Contingent Rate, all or a portion of the amount of the deficiency may be payable as Deferred Contingent Interest on the earlier of the initial Remarketing Date and the date of redemption of any Bonds, as provided in paragraph (d) of this Section. (d) Deferred Contingent Interest. Deferred Contingent Interest shall be payable on the Bonds upon the redemption date of any Bonds (except on the date of redemption of Bonds in connection with a prepayment of the Loan pursuant to Section 4.07 (b) of the Agreement) and the initial Remarketing Date in an amount equal to the sum of: (i) the lesser of (A) the sum of the amount, if any, for each year (or portion of a year prior to a redemption date or the initial Remarketing Date) during the period from the date of initial delivery of the Bonds to the redemption date or the initial Remarketing Date by which (1) the amount of Contingent Interest that would have accrued on the Bonds during such year (or portion) had the Bonds borne Contingent Interest during such period until , 1987, at a rate of two percent (2%) per annum, from , 1987 until , 1988, at a rate of one and three hundred seventy-five thousandths percent (1.375%) per annum, and thereafter of a rate of two and three hundred seventy-five thousandths percent (2.375%) per annum exceeds (2) the amount of the contingent Interest, if any, tha t accrued on the Bonds during such period and (B) the difference between (1) the Sa le or Repayment Proceeds and (2) the sum and of the agqregate principal amount of Outstanding Bonds subject to redemption on such date. the outstanding principal of and all accrued and unpaid interest on all working capital loans made by the Bondholder with respect to the Development and all accrued and unpaid Mortgage Servicing Fees; and (ii) if the amount determined in accordance with clause (i) (B) above is greater than the amount determined in accordance with clause (i)(A) above, one-half of the difference between (A) the excess of the amount determined in accordance wi th clause (i) (B) above over the amount determined in accordance with -20- . . . . . clause (i)(A) above and (B) the amount of all outstanding advances made under the Limited Operating Deficit Guaranty, and all accrued and unpaid interest thereon; provided, however, that the amount of Deferred Contingent Interest payable on any date shall not exceed the difference between (1) the amount of Contingent Interest that would have accrued on the Bonds during the period from the date of initial delivery of the Bonds to the redemption date of any Bonds or the initial Remarketing Date, as the case may be, had the Bonds borne Contingent Interest during such period until 1987, at a rate of seven percent (7%) per annum, from , 1987 to 1988, at a rate of six and three hundred seventy-five thousandths percent (6.375%) per annum and thereafter at the Maximum Contingent Rate and (2) the amount of Contingent Interest, if any, that accrued during such period. For the purposes of this paragraph (d), Sale or Repayment Proceeds and Deferred Contingent Interest shall be calculated in accordance with the procedures set forth in Sect ion 4.02 (c) of the Agreement, which contains, among other things, special provisions for calculating Sale or Repayment Proceeds with respect to a portion of the Development in connection with a redemption of the Bonds in part. . Commencing interest at paragraph. (e) Interest After Initial Remarketinq Date. on the initial Remarketing Date, Bonds shall bear the Remarketing Rates determined in accordance with this (i) On the ninth Business Day before each Remarketing Date, the Remarketing Agent, having due regard to prevailing financial market conditions, shall determine the minimum rate of interest per annum which, if borne by the Bonds during the period from such Remarketing Date to the maturity date of the Bonds, would enable the Remarketing Agent to sell all of the Bonds on such Remarketing Date fOL a price equal to 100% of the principal amount thereof. If the interest rate determined by the Remarketing Agent on any Remarketing Date as provided in this Section shall be less than or equal to % per annum such interest rate shall be the Remarketing Rate and the Reset will be the period from such date of the Bonds subj ect to Section. Period commencing on such date Remarketing Date to the Maturity the further provisions of this . (ii) If the interest rate determined by the Remarketing Agency on any Remarketing Date as provided in paragraph (i) above shall exceed % per annum, the Remarketing Agent, having due regard to prevailing financial market conditions, shall determine the longest Reset Period ending on any 1 on or before the -21- . . . . . maturity date of the Bonds that would enable the Remarketing Agent to sell all of the Bonds for a price equal to 100% of the principal amount thereof at a rate of interest equal to % per annum, and such interest rate will be the Remarketing Rate for such Reset Period. (iii) If no Reset Period would enable the Remarketing Agent to sell all of the Bonds for a price equal to 100% of the principal amount thereof at a rate of interest equal to % per annum, the Remarketing Agent, having due regard to prevailing financial market conditions, shall determine the minimum rate of interest per annum which, if borne by the Bonds during a Reset Period of one year, would enable the Remarketing Agent to sell all of the Bonds at 100% of the principal amount thereof, and such interest rate will be the Remarketing Rate for such Reset Period. . (iv) Notwithstanding the foregoing provisions of this paragraph (c) the Developer may determine the duration of the Reset Period commencing on any Remarketing Date by delivering to the Trustee, the Remarketing Agent, the provider of Additional Security, if any, and the Issuer not later than 14 Business Days before such Remarketing Date (A) written notice of such determination and (B) an opinion of Bond Counsel to the effect that the determination of such Reset Period by the Developer is authorized and permitted by this Resolution and the Act and will not adversely affect the exemption from federal income taxation of interest on the Bonds. If the Remarketing Agent shall receive the notice and opinion required by this Section on the ninth Business Day before the Remarketing Date referred to in such notice, the Remarketing Agent, having due regard to prevailing financial market conditions, shall determine the minimum rate of interest per annum which, if borne by the Bonds during the Reset Period referred to in such notice, would enable the Remarketing Agent to sell all of the Bonds on such Remarketing Date for a price equal tG 100% of the principal amount thereof, and such interest rate will be the Remarketing Rate for such Reset Period. (v) The Remarketing Agent shall give telegraphic or telephonic notice to the Issuer, the Trustee, the Developer and the provider of Additional Security, if any, of each Remarket ing Rate determined in accordance wi th thi s paragraph (e) by 1:00 p.m., New York City time, on the date of determination thereof. The determination of the Remarketing Rate by the Remarketing Agent in accordance with this Section shall be conclusive and binding upon the Issuer, the provider of Additional Security, if any, the Developer and the owners of the Bonds. . (vi) If Remarketing with this the Remarketing Agent fails to compute any Rate for any Remarketing Date in accordance Section, the Reset Period commencing on such -22- . . . . . Remarketing Date shall be a period of one year and the Remarketing Rate for such Reset Period shall be equal to the interest rate applicable to I-year United States Treasury bills determined on the basis of the average per annum discount rate at which such Treasury bills were sold at the most recent auction prior to such Remarketing Date. . SECTION 3.05. Authentication and Delivery of Bonds. The Registrar shall authenticate and deliver the Bonds, but only upon the written direction of the Bondholder, which shall state that, on or prior to such date, the Bondholder has received each of the following instruments: . , (a) an executed counterpart of this Resolution; (b) a copy of the Enabling Instrument of the Issuer authorizing the execution and delivery of this Resolution and the Agreement and the issuance, execution and delivery of the Bonds, duly certified by an Authorized Officer of the Issuer; . (c) a copy of the notice of public hearing with respect to the Development held by the Issuer, that was published in a newspaper of general circulation in the area in which the Development is located, duly certified by such newspaper, and a certificate of the Issuer to the effect that such public hearing was held in compliance with Section 103(k) the Code, was conducted by a duly authorized official of the Issuer and was open to the public; (d) a copy of the letter from the Mayor of the City of San Bernardino, California, addressed to the Issuer, to the effect that the Mayor of the City of San Bernardino, California has approved the issuance of the Bonds for the Development for the purpose of satisfying Section 103(k) of the Code; (e) originally executed counterparts of the Agreement, the Mortgage, the Guaranty of Completion and the Limited Operating Deficit Guaranty and the original executed Note and the Construction Letter of Credit, together with an opinion of Developer's counsel in form and substance acceptable to the Issuer; . (f) an opinion of counsel for the Issuer to the effect that the execution and delivery of the Agreement and the Note have been duly authorized and the Agreement and the Note has been executed and delivered by the Issuer and that, assuming due authorization, execution and delivery of the Agreement by the Developer, the Agreement constitutes the valid and binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting the enforcement of -23- - - - . . . . . creditors' rights and general principles of equity which permit the exercise of federal discretion; that the issuance of the Bonds and the execution of this Resolution have been duly and validly authorized: that all conditions precedent to the delivery of the Bonds have been fulfilled: and that the Bonds and the Resolution are valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or similar law affecting the enforcement of creditors' rights and general principles of equity which permit the exercise of federal discretion): (g) an opinion of Bond Counsel to the effect that the Bonds constitute legal, valid and binding obligations of the Issuer and that the interest on the Bonds is exempt from federal income taxation under existing statutes, regulations, published rulings and judicial decisions, except with respect to any Bond during any period in which such Bond is held by a person who, within the meaning of Section 103(b) (13) of the Code, is a "substantial user" of the Development or a "related person"; . (h) a letter from the Issuer to the Registrar and Fiscal Agent directing and authorizing (i) the Registrar to authenticate the Bonds and to deliver the Bonds to the Fiscal Agent, (ii) the Fiscal Agent to deliver the Bonds to the Bondholder upon receipt of the purchase price therefor, and (iii) the Fiscal Agent to deposit the proceeds from the sale of the Bonds as provided in Article VI of this Resolution: and (i) any other certificate, opinions or matters that counsel to the Issuer or Bond Counsel may require to ensure compliance with the Act and the Section 103 of the Code. (End of Article III) . -24- - . . . . ARTICLE IV . BOND REMARKETING AND REDEMPTION PROVISIONS . SECTION 4.01. Optional Redemption of Bonds. The Bonds shall be sUbject to redemption prior to maturity at the election of the Developer from the proceeds received by the Fiscal Agent pursuant to the exercise by the Developer of its right to prepay the Loan pursuant to Section 4.05 of the Agreement (a) as a whole on any Interest Payment Date occurring during the period from and including , 1994, to and including the initial Remarketing Date for a price equal to the principal amount thereof, plus interest accrued to the date fixed for redemption, (b) in whole or in part, on any Remarketing Date, for a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption and (c) as a whole or in part during any Reset Period of longer than years, on any Interest Payment Date on and after the Interest Payment Date next succeeding the date that is the anniversary of the first day of such Reset Period that approximates more closely than any other such anniversary date the date that occurs at the midpoint of such Reset Period, for a redemption price equal to the principal amount thereof, plus accrued interest to the date fixed for redemption plus a premium (expressed as a percentage of the principal amount of the Bonds to be redeemed) that, for the first such redemption date, is equal to the lesser of (i) two percent (2%) and (ii) one-half of one percent times the number of years between the calendar year of such redemption date and the calendar year during which such Reset Period ends (including for purposes of computation the calendar year of such redemption date but excluding the calendar year during which such Reset Period ends) and that shall decline by one-half of one percent annually thereafter. SECTION 4.02. Extraordinary Optional Redemption of Bonds. The Bonds are subj ect to redemption prior to maturity on any Interest Payment Date, as a whole or in part, from proceeds received by the Fiscal Agent pursuant to the exercise by the Developer of its right to prepay the Loan for the reasons, and upon the occurrence of the events, described in Section 4.06 of the Agreement for a price equal to the principal amount thereof, plus interest accrued to the date fixed for redemption. SECTION 4.03. Mandatory Redemption of Bonds. The Bonds are subject to mandatory redemption prior to maturity on any Interest Payment Date as a whole or in part from proceeds received by the Fiscal Agent from the mandatory prepayment of the Developer's obligations under the Agreement pursuant to Section 4.07 or 4.08 of the Agreement for a price equal to the principal amount thereof, plus interest accrued to the date fixed for redemption. . Bonds on provisions redemption SECTION 4.04. Mandatory Remarketinq or Redemption of each Remarketing Date. (a) Subject to the further of this Section, the Bonds are subject to mandatory prior to maturity on each rtemarketing Date for a price -25- . . . . . . . equal to the principal amount thereof. The initial Remarketing Date shall be 20 , or any earlier Interest Payment Date occurring on or after selected by the Bondholder in its absolute discretion, notice of which is given to the Issuer and the Developer not less than six months prior to such date. (b) Unless such Bond has been previously called for redemption pursuant to Section 4.01, 4.02 or 4.03 hereof, the Holder of any Bond may irrevocably elect to retain such Bond or any portion thereof in an authorized denomination on any Remarketing Date by delivering to the Fiscal Agent written notice of such election on or before the tenth day of the calendar month immediately preceding such Remarketing Date (or, if such day is not a Business Day, the immediately preceding Business Day) and, in such event, the Bonds referred to in such notice shall not be redeemed on such Remarketing Date. (c) If, by 12:00 noon, New York City time, on any Remarketing Date (i) the Fiscal Agent has received an amount equal to the principal amount of all of the Bonds Outstanding other than Bonds the owners of which have exercised their option to retain such Bonds in accordance with paragraph (b) of this Section plus interest accrued thereon, which amount has been deposited into a fund created solely for the purchase of such Bonds pursuant to Section 5.04(b) hereof; (ii) the Fiscal Agent has received written notice from the Developer that the Bonds will be purchased by the persons specified in such notice; and (iii) all of the conditions to the transfer of the Bonds to such persons specified in Section 2.06 hereof have been satisfied, then such Bonds shall be sold to the persons identified in such notice and shall not be redeemed on such Remarketing Date. (d) At least 30 days before each Remarketing Date, the Fiscal Agent shall give notice to each of the Bondholders, stating, in substance, that (i) the Bonds are subject to purchase or redemption on such Remarketing Date at a purchase or redemption price equal to the principal amount thereof, (ii) the holder of any Bond may irrevocably elect to retain such Bond or any portion thereof in an authorized denomination after such Remarketing Date by delivering to the Fiscal Agent no later then the tenth calendar day of the month immediately preceding such Remarketing Date (or if such day is not a Business Day, the immediately preceding Business Day) written notice of such election, (iii) all Bonds (except Bonds with respect to which a notice of election to retain is properly delivered in accordance with the Resolution) must be delivered to the Remarketing Agent on the Remarketing Date with an instrument of transfer satisfactory to the Registrar executed in blank by the registered owner with the signature guaranteed by a bank, trust company or member firm of the New York Stock Exchange and (iv) if there shall be on deposit with the Fiscal Agent an amount sufficient to pay the purchase or redemption price of the Bonds on such Remarketing Date, such Bonds (other than Bonds with respect to which a notice of election to retain is properly delivered in accordance with the Resolution) will be deemed to have been purchased or redeemed (as the case may be) on such Rema rket ing Date and '"i 11 -26- . . . . . . . cease to bear interest as of such Remarketing Date, whether or not such Bonds are delivered to the Remarketing Agent for purchase or redemption on such date, and the holders of such Bonds shall have no rights with respect thereto except to receive the purchase or redemption price of such Bonds in accordance with the Resolution. (e) If there shall be on deposit in a special account created by the Fiscal Agent pursuant to Section 5.04(b) of this Resolution an amount sufficient to pay the purchase price of any Bonds on any Remarketing Date, such Bonds (other than Bonds with respect to which a notice of election to retain is properly delivered in accordance with this Resolution) will be deemed to have been purchased on such Remarketing Date and shall cease to bear interest as of such Remarketing Date whether or not such Bonds are delivered to the Remarketing Agent for purchase or redemption on such date. and the holders of such Bonds shall have no rights with respect thereto or under this Resolution except to receive the purchase price of such Bonds held in such special account and the Registrar shall register the transfer of such Bonds to the purchasers thereof notwithstanding such non-delivery. (f) Anything in this Resolution to the contrary notwithstanding, Bonds with respect to which a notice of election to retain is properly delivered in accordance with this Resolution and Bonds purchased on any Remarketing Date shall not be deemed to have been redeemed. paid or discharged pursuant to this Resolution. (g) Accrued interest payable on the Bonds on each Remarketing Date shall be paid to the registered owners thereof as of the Record Date next preceding such Remarketing Date in accordance with Section 2.02 hereof as if such Bonds were not purchased pursuant to this Section. SECTION 4.05. provision of Additional Security. The Developer is authorized under the Agreement to provide Additional Security before any Remarketing Date and such Additional Security shall be accepted by the Fiscal Agent if the Fiscal Agent is provided with each of the following on or before such Remarketing Date: (a) an opinion of counsel to the provider of such Additional Security. addressed to the Issuer and the Fiscal Agent. to the effect that such Additional Security constitutes a legal, valid and binding obligation of the provider thereof enforceable in accordance wi th its terms (subj ect to any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting the enforcement of creditors' rights and general principles of equity which permit the exercise of judicial discretion), (b) an opinion of counsel acceptable to the Issuer and the Fiscal Agent addressed to the Issuer and the Fiscal Agent to the effect that the exemption of the Bonds or any securities evidenced thereby from the registration requirements of the Securities Act of 1933, as amended, and the exemption of this Resolution from qualification under the Trust Indenture Act of 1939, as amended, will not be impaired as a result of the provision of such Additional Security and (c) an amount sufficient to pay all costs incurred by the Issuer and the Fiscal Agent in connection with the provision of such Additional Security. -27- . . . . . . . SECTION 4.06. Notice of Redemption; Procedure for Selection. (a) The Fiscal Agent shall cause the Registrar to give notice of the redemption of any Bonds pursuant to Section 4.01. 4.02 or 4.03, identifying the Bonds to be redeemed, by first class mail (postage prepaid) not more than 30 days and not fewer than 10 days before the date fixed for redemption to the owner of each Bond to be redeemed at its address shown on the registration books maintained by the Registrar. Failure to mail such notice or any defect therein with respect to any particular Bond shall not affect the validity of the redemption of any other Bonds with respect to which no such failure has occurred. (b) In the event of the redemption of fewer than all of the Outstanding Bonds. the Fiscal Agent shall select the particular Bonds to be redeemed by lot. using such method of selection as it shall deem proper in its sole discretion; provided, however, that in selecting Bonds for redemption after the Remarketing Date. the Fiscal Agent shall treat each Bond as representing that number of Bonds that is obtained by dividing the principal amount of such Bond by $5.000. For the purposes of this Section. Bonds which have theretofore been selected for redemption shall not be deemed Outstanding. SECTION 4.07. Redemption Payments. On the date designated for redemption, Bonds or portions thereof called for redemption shall be due and payable upon surrender of such Bonds at the Principal Office of the Paying Agent on the redemption date at the applicable redemption price. If notice of redemption has been duly given or waived as herein provided and moneys sufficient to pay the redemption price of such Bonds due on such date have been set aside with the Fiscal Agent from and after such redemption date. no further interest shall accrue upon such Bonds or portions thereof so called for redemption, such Bonds or portions thereof shall cease to be entitled to any benefit or security under this Resolution and the owners thereof shall have no rights in respect of such Bonds or portions thereof except to receive payment of the redemption price thereof and interest accrued to the date fixed for redemption. - (End of Article IV) -28- . . . . . . . ARTICLE V LOAN PAYMENTS, PREPAYMENTS SECTION 5.01. Source of Payment of the Bonds. The Bonds herein authorized and all payments to be made by the Issuer thereon and to the various funds and accounts established under this Resolution are not general obligations of the Issuer but are limited obligations payable solely out of the revenues arising from the pledge and assignment of the payments upon the Loan under the Agreement and the Note, the other funds and moneys pledged and assigned hereunder and any Additional Security provided in accordance with this Resolution. SECTION 5.02. Revenue Fund. (a) The Issuer shall establish with the Fiscal Agent and maintain so long as any of the Bonds are outstanding a separate fund to be known as the "Revenue Fund." All payments upon the Loan and from Additional Security, if any, as and when received by the Fiscal Agent shall be deposited in the Revenue Fund and shall be held therein until disbursed as herein provided. (b) Except as provided in Section 5.03(b) below, amounts on deposit in the Revenue Fund and available for such purpose shall be applied on each Interest Payment Date, on the redemption date of any Bonds and on the maturity date of the Bonds in the following order of priority: (1) to pay the principal of and premium, if any, on any Bonds becoming due (whether at maturity or by redemption or acceleration) on such date; (2) to pay the interest on the Bonds becoming due on such date; and (3) to pay the fees and expenses of the Issuer, the Remarketing Agent, the Paying Agent, the Fiscal Agent, the Registrar and the Trustee pursuant to Section 5.03 hereof. SECTION 5.03. Administrative Expenses. (a) After making the prior payments required by Section 5.02, the Fiscal Agent shall pay from moneys in the Revenue Fund an amount which is not less than (i) on each date on which any Contingent Interest becomes due, one quarter of the annual fee of the Fiscal Agent, the Paying Agent and the Registrar and (ii) on each Interest Payment Date on and after the initial Remarketing Date, one-half of the annual fee payable to the Fiscal Agent, the Paying Agent and the Registrar. (b) During the period from , 1987 to and including the initial Remarketing Date, the Fiscal Agent shall pay the Servicing Fee from moneys in the Revenue Fund on each date on which any Contingent Interest or Deferred Contingent Interest becomes due, prior to the payment of such Contingent Interest or Deferred Contingent Interest. -29- . . . . . . . SECTION 5.04. Temporary Funds and Accounts. Issuer hereby authorizes the Fiscal Agent to establish and for so long as is necessary one or more temporary funds and under this Resolution. ( a) The maintain accounts (b) The Fiscal Agent is authorized to establish a fund for the purpose of receiving moneys to be deposited for the purchase of Bonds pursuant to Section 4.04, if required for the purposes set forth in Section 4.04. SECTION 5.05. Lapse of Payment. All moneys deposited with the Fiscal Agent for the payment of the principal of or premium, if any, or interest on any Bond are presumed abandoned unless, wi thin seven years after they become payable or distributable, the owner thereof has accepted payment of the principal of or interest on such Bond, corresponded in wri ting concerning the property or otherwise indicated an interest as evidenced by a memorandum on file with the Fiscal Agent. In such event, the Fiscal Agent shall comply with the provisions of [the applicable State escheat law], as amended, or any successor statute thereto, as to the disposition of such moneys and the Issuer and the Fiscal Agent shall be relieved of all liability, to the extent of the value of such moneys, for any claim which exists or may arise with respect to such moneys. (End of Article V) -30- . . . . ARTICLE VI . BOND PROCEEDS FUND AND LOAN FUND SECTION 6.01. Creation of Funds. Two special hereby established for the Bonds which shall be held by Agent: the "Bond Proceeds Fund" and the "Loan Fund." funds are the Fiscal SECTION 6.02. Bond Proceeds Fund. (a) The Bond Proceeds Fund shall be a temporary closing account for the purposes stated in this Section. The proceeds from the sale of the Bonds shall be received by the Fiscal Agent and deposited to the Bond Proceeds Fund held by the Fiscal Agent in accordance with written direction from an Authorized Officer of the Issuer concurrently with the delivery of the Bonds. The funds thus received by the Fiscal Agent shall be disbursed, paid and transferred by the Fisca 1 Agent, concurrent ly with the delivery of the Bonds, or as soon as practicable thereafter, as follows: (i) as directed by written Representative, to pay legal, accounting, printing, financial charges and expenses incurred issuance of the Bonds, including Fiscal Agent; order of an Authorized administrative, financial advisory and other fees, in connection with the the initial fees of the . (ii) after the payments requi red by clause (i) above, all remaining amounts derived from the sale of the Bonds shall be transferred to the Loan Fund held by the Fiscal Agent. (b) An Authorized Representative shall deliver to the Fiscal Agent a written order, signed by an Authorized Representative and an Authorized Officer, specifying in detail the amounts to be paid or reserved to be paid under clause (i) above, and in each case the respective firms or persons to whom such payments are to be made and the Escrow Agent shall make the payments specified therein concurrently with or as soon as may be practicable after the delivery of the Bonds. Any moneys remaining in the Bond Proceeds Fund six months after the issuance of the Bonds shall be transferred to the Loan Fund and the Bond Proceeds Fund shall be closed. SECTION 6.03. Payments from Loan Fund. (a) The Issuer has established and shall maintain for so long as moneys are on deposit therein the Loan Fund. The Fiscal Agent shall make payments from the Loan Fund for the purpose of paying the Development Costs with respect to the Development in accordance with the procedures stated in this Section. . (b) The Fiscal Agent shall make payments from the Loan Fund upon the order of the Developer, but only upon receipt of a written requisition signed by an Authorized Representative stating with respect to each payment to be made for the Development (i) the requisition number, (ii) the name and address of the person, firm or -31- . . . - . . . . corporation to whom payment is due, (iii) the amount to be paid, (iv) that each obligation mentioned therein has been properly incurred, is a proper charge against the Loan Fund and has not been the basis of any previous withdrawal, (v) that not less than 90% of the amounts theretofore paid and to be paid pursuant to such written requisition from the Loan Fund have been applied to pay, or to reimburse the Developer for paying, Development Costs, (vi) that the amount to be paid is presently due and payable or has previously been paid by the Developer, and (vii) that the Developer is not, on the date of such requisition, and will not immediately thereafter be, in default of any of the representations, warranties and covenants of the Developer contained in Section 2.02 of the Agreement, and is not otherwise in default under the Agreement. (c) The Fiscal Agent may rely fully on the representations contained in any written order signed by an Authorized Representative of the Developer or in any supporting certificate delivered pursuant to this Section and shall not be required to make any investigation or inspection of the Development in connection therewith. SECTION 6.04. Requisitions. For seven years from the date thereof the Fiscal Agent shall retain in its possession all requisitions received by it as herein required, and all records of interest paid on the Bonds, subject to the inspection of the Issuer, the Developer and the Bondholders and their representatives at all reasonable times. SECTION 6.05. Completion of Development. (a) Upon the completion of the Development, the Fiscal Agent and the Bondholder shall be furnished with a certificate executed by an Authorized Representative to the effect that the Development has been completed substantially in accordance with the plans and specifications therefor and that the requirements of the Agreement with respect thereto have been satisfied, and stating the Completion Date applicable thereto. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties then existing or subsequently accruing. (b) Moneys (inCluding investment proceeds) on deposit within the Loan Fund on the Completion Date may be applied, at the written direction of an Authorized Representative, for one or more of the fOllowing purposes: (i) to make the payments provided for in Section 6.03 with respect to the Development; or (ii) to redeem a portion of the Bonds before maturity. (c) Any moneys (including investment proceeds) on deposit in the Loan Fund on the Completion Date and not set aside for the payment of Development Costs as specified in clause (i) of paragraph (b) above shall on the Completion Date be paid to the Fiscal Agent and placed by the Fiscal Agent in a separate escrow account and used -32- . . . - . . . . to pay all or part of the redemption price of the Bonds at the earliest possible redemption date or dates for which notice of redemption can be given hereunder; provided, however, that, before the giving of notice of the redemption of Bonds, such moneys may also be used, at the written direction of an Authorized Representative, for one or more of the following purposes: (i) to pay all or part of the interest becoming due on the Bonds on or before such date or dates; (ii) for the payment of Development additions or improvements to the Development; or Costs for (iii) for any other purpose permitted by the Act; provided, however, that, no moneys on deposit in such escrow account may be used for any of the purpose specified in this paragraph other than the payment of the redemption price of any Bonds unless and until the Fiscal Agent has been furnished with an opinion of Bond Counsel to the effect that such use is lawful under the Act and will not adversely affect the exemption from federal income taxes of interest on the Bonds. (End of Article VI) -33- . . . - . . . . ARTICLE VII SECURITY AND INVESTMENTS SECTION 7.01. Moneys Held in Trust as Security. All moneys from time to time received by the Fiscal Agent and held in the funds and accounts created hereby shall be held as security for the benefit of the owners from time to time of the Bonds. SECTION 7.02. Investments. (a) (i) The moneys in the funds and accounts created hereby shall, upon receipt from time to time of written or oral instructions from an Authorized Representative so directing, be invested as provided in this Section (if and to the extent then permitted by law). The Fiscal Agent is authorized to make any such investments through its own investment department. Pending receipt of such instructions, such moneys may be retained uninvested as trust funds. (ii) Moneys in the Loan Fund shall be invested only in Eligible Investments. (iii) Moneys in the Revenue Fund and in any temporary fund or account established pursuant to Section 5.04 hereof shall be invested only in securities described below maturing or redeemable at the option of the holder not later than the earlier of 91 days from the date of acquisition and the date on which such moneys are required to be applied as provided in this Resolution: (A) Government Securities; (B) federal funds, certificates of deposit, deposits and bankers' acceptances of any bank the obligations of which (or, in the case of the principal in a bank holding company, the debt obligations of the holding company of which) are rated A-l+ by S&P; time debt bank bank (C) deposits which are fully insured by the Savings and Loan Insurance Corporation ("FSLIC") Federal Deposit Insurance Corporation ("FDIC"); Federal or the (D) repurchase agreements with financial institutions insured by the FDIC or the FSLIC, or any broker-dealer with "retail customers" which falls under the juriSdiction of the Securities Investors Protection Corp. ("SIPC") provided that (1) the Fiscal Agent or a third party acting solely as agent for the Fiscal Agent has possession of the collateral, (2) the Fiscal Agent has a perfected first security interest in the collateral, (3) the collateral is free and clear of third-party liens, (4) the market value of the underlying collateral shall at all times be maintained at % of the amount deposited thereunder and (5) failure to maintain the requisite collateral percentage will require Fiscal Agent to liquidate the collateral; -34- . . . . . . . (E) repurchase agreements with any institution the debt obligations of which (or, in the case of the principal bank in a bank holding company, the debt obligations of the bank holding company of which) are rated AAA by S&P; (F) obligations rated AAA by S&P; (G) commercial paper rated A-l+ by S&P; and (H) investments in money market funds rated AAAm or AAAm-G by S&P. (b) The securities purchased with the moneys in each such fund or account shall be deemed a part of such fund or account and, for the purpose of determining the amount on deposit in any fund or account, the securities therein shall be valued at their cost or market value, whichever is lower. Quarterly accountings of the earnings or losses, disbursements and deposits and any other changes in the fund balances shall be submitted by the Fiscal Agent to the Developer. If at any time it shall become necessary that some or a 11 of the securi ties purchased wi th the moneys in any fund or account be redeemed or sold in order to raise moneys necessary to comply with the provisions of this Resolution, the Fiscal Agent shall effect such redemption or sale employing, in the case of sale, any commercially reasonable method of effecting the same, in its sole discretion. The Fiscal Agent shall not be liable for any loss resulting from any such investment or resulting from the redemption or sale of any such investment as herein authorized. (c) All investment earnings on all such funds and accounts (except earnings on the Loan Fund, which shall be retained in such fund or applied as provided herein) shall be transferred to the Revenue Fund and used for the purposes thereof. (End of Article VII) -35- . . . - . . . . ARTICLE VI II SPECIAL COVENANTS OF THE ISSUER SECTION 8.01. Enforcement of Obliqations. The Issuer, if requested by the Bondholder or, after appointment of the Trustee, the Trustee, agrees that it will seek to enforce all obligations of the Developer under the Agreement. However, failing such actions or requests, the Bondholder or, after appointment of the Trustee, the Trustee, acting jointly with or independently of, but, if necessary, in the name of, the Issuer, as its exclusive remedy in the event of any such failure by the Issuer, shall have, and is hereby assigned and granted the full and complete right and power to enforce all obligations of the Developer under the Agreement and all other documents and instruments relating to the issuance, payment and security of the Bonds, and to act in the name, place and stead of the Issuer for that purpose. SECTION 8.02. Amendments to Agreement, Assiqnments. Except as provided in Section 12.06 hereof, the Issuer wi 11 not, without the prior written consent of the Bondholder or, after appointment of the Trustee, the Trustee, enter into any agreement with the Developer amending the Agreement or waive any provision thereof and any such purported amendment or waiver shall be void and of no force and effect; and, except for the assignments to the Bondholder or, after appointment of the Trustee, the Trustee herein, the Issuer will not sell, transfer or otherwise dispose of, assign or encumber its interest in any part or all of the moneys, rights and properties pledged for the payment of the Bonds hereby and any such purported sale, transfer or other disposition, assignment or encumbrance shall be void and of no force and effect. SECTION 8.03. Transfer of the Development. The Issuer will not, without the prior written consent of the Bondholder or, after appointment of the Trustee, the Trustee, consent to the sale. transfer or assignment of the Developer' s interest in the Development or the Loan. SECTION 8.04. Further Instruments and Actions. The Issuer will from time to time execute and deliver such further instruments and take such further actions as may be reasonably required to perfect the security interests herein granted and to carry out the purposes hereof. (End of Article VIII) -36- . . . . . . . ARTICLE IX EVENTS OF DEFAULT AND REMEDIES SECTION 9.01. Events of Default, Acceleration. (a) Each of the following events shall constitute and be referred to in this Resolution as an Event of Default: (i) Failure to pay of the principal of and premium, if any, and interest on any Bond as they shall become due and payable, whether at maturity or by redemption, acceleration or otherwise, in accordance with the terms of this Resolution; (ii) The occurrence of an "Event of Default" as defined in Article VII of the Agreement which continues beyond the applicable cure period provided therein, if any; (iii) The occurrence of an event of default under any document entered into between the provider of any Additional Security and the Developer, which is communicated to the Trustee at its Principal Office in writing by the provider of such Additional Security; and (iv) Any material breach by the Issuer of any representation or warranty made in the Resolution or the Bonds or failure by the Issuer to observe and perform any covenant, condition or agreement on its part to be observed or performed under this Resolution or the Bonds, other than as referred to in (i) or (ii), above, for a period of 60 days after written notice specifying such breach or failure and requesting that it be remedied is given to the Issuer by the Trustee or by the owners of not less than 25% in aggregate principal amount of the Bonds Outstanding, unless (A) the Trustee or such owners shall agree in writing to an extension of such time before its expiration or (B) the breach or failure be such that it cannot be corrected within the applicable period and is being diligently pursuing the correction of such breach or failure. (b) (i) Upon the occurrence and continuance of an Event of Default the Bondholder or, after appointment, the Trustee may and upon the written request of the holders or not less than twenty-five percent (25%) in aggregate principle amount of Bonds outstanding, shall declare the principal of and accrued interest on the Bonds to be immediately due and payable, and the Bondholder or, after appointment, the Trustee shall give telegraphic or telephonic notice thereof to the Issuer and the Developer as soon as practicable after such declaration, promptly confirmed in writing. Upon any such declaration, the principal of and accrued interest on the Bonds shall become due and payable immediately, and the Bondholder or, after appointment of the Trustee, the Trustee shall make claim for payment under the Additional Security, if any, and shall give notice of such declaration to the owners of the Bonds by first class mail (postage prepaid). -37- . . . . . . . (ii) At any time after such declaration of acceleration has been made, but before the Bondholder or, after appointment, the Trustee has exercised any other remedy specified in the Agreement or the Mortgage, the Bondholder or, after appointment, the Trustee, by written notice to the Issuer and the Developer, may rescind and annul such declaration and its consequences (but if such declaration was made upon the written request of the holders of not less than 25% in aggregate principal amount of the Bonds outstanding, only with the written consent of the holders of not less than 25% in aggregate principal amount of Bonds outstanding) and the parties shall be restored to the same position as before the occurrence of such Event of Default if (A) the action non-payment Event of of the Bondholder before; and or non-action which resulted in a Default is cured to the satisfaction or, after appointment, the Trustee (B) there has been Fiscal Agent by or for provision satiSfactory appointment, the Trustee a sum sufficient to pay paid to or deposited with the the account of the Issuer, or to the Bondholder or, after has been made for the payment of, (1) Bonds, all overdue installments of interest on all (2) the principa 1 of and premium, if any, on any Bonds which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or in the amounts as provided in this Resolution, and (3) all sums paid or advanced by the Fiscal Agent and the Bondholder or, after appointment, the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Fiscal Agent and the Bondholder or, after appointment, the Trustee and the Issuer, their agents and counsel up to the date of the written notice. No such rescission and amendment shall affect any subsequent default or impair any right consequent thereon. SECTION 9.02. Enforcement of Riqhts. The Bondholder or, after appointment of the Trustee, the Trustee, as pledgee and assignee hereunder of all of the right, title and interest of the Issuer in and to the moneys, rights and properties pledges for the payment of the Bonds (except those rights under Article VII of the Agreement reserved to the Issuer), shall, upon compliance with applicable requirements of law and except as otherwise set forth in this Article, be the sole real party in interest. After appointment, the Trustee shall have standing exclusive of the owners of Bonds to enforce each and every right granted to the Issuer with -38- . . . . . respect to any part or all of such moneys, rights and properties. In exercising such rights and the rights given the Trustee under this Article, the Trustee shall upon receipt of indemnity to its satisfaction take such action as shall be directed by the owners of a majority in aggregate principal amount of the Outstanding Bonds, or, failing such direction, as in the judgment of the Trustee would best serve the interests of the Bondholders, taking into account the provisions of the Agreement and the Mortgage, together with the security and remedies afforded under the Agreement and the Mortgage. SECTION 9.03. Enforceability by Trustee. After appointment of the Trustee, all rights of action under this Resolution or under any of the bonds secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the bonds or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name, as Trustee, or, if necessary, in the name of the Issuer, for the equal and ratable benefit of the owners of the Bonds sUbject to the provisions of this Resolution. . SECTION 9.04. Delays, Omissions. No delay or omission by the Trustee or by 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 Article to the Trustee and to the owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. SECTION 9.05. Application of Moneys. (a) All moneys received by the Fiscal Agent pursuant to any action taken under the provisions of this Article, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and the Bondholder's expenses or, after appointment, the Fiscal Agent's Expenses, shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which have matured or otherwise become payable before such Event of default or for the payment of interest due before such Event of Default) shall be applied as follows: (i) Unless become or shall have shall be applied: the principal of all the Bonds shall have been declared due and payable, all such moneys . First - to the payment to the persons entitled thereto of all installments of interest (excluding Deferred Contingent Interest) then due on the Bonds, in the direct order of the maturity of the installments of such interest and, if the amounts available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; . -39- . . . . . Second to the payment to the persons entitled thereto of the unpaid principal of and premium, if any, on any of the Bonds, which shall have become due (other than Bonds which have matured or otherwise become payable before such Event of Default and moneys for the payment of which are held in the Revenue Fund or otherwise held by the Fiscal Agent), with interest on such principal from the respective dates upon which the same became due and, if the amount available shall not be sufficient to pay in full the amount of the principal and premium, if any, the Bonds due on any particular date, then to the payment ratably, according to the amount of principal and premium due on such date, to the persons entitled thereto, without any discrimination or privilege; and Third - to the payment to the persons entitled thereto of all installments of Deferred Contingent Interest then due on the Bonds, in the direct order of the maturity of the installments of such Deferred Contingent Interest and, if the amounts available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege. . (ii) If the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied to the payment of the unpaid principal of and premium, if any, and interest on the Bonds then due, without preference or priority of principal and premium, if any, over interest or of interest over principal and premium, if any, 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, premium, if any, and interest, to the persons entitled thereto without any discrimination or privilege. (b) Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at sucfi time, and from time to time, as the Bondholder or, after appointment, the Trustee shall have determined, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Bondholder or, after appointment, the Trustee shall apply such funds, it shall (i) fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amount of principal to be paid on such date shall cease to accrue, and (ii) on or before such date cause the Fiscal Agent to set aside from the appropriate funds created by this Resolution the moneys necessary to effect such application. After appointment of the Trustee, the Trustee shall give such notice, if any, as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date. . (End of Article IX) -40- . . . . ARTICLE X . THE TRUSTEE, FISCAL AGENT, REGISTRAR, REMARKETING AGENT AND PAYING AGENT SECTION 10.01. Appointment of Trustee, Acceptance of Trusts, Fiscal Agent. At any time, the Bondholder may appoint a Trustee meeting the requirements of Section 10.11 hereof. Subject to the provisions of this Article, upon acceptance of such appointment the Trustee shall be deemed to have accepted the trusts imposed upon it by this Resolution and the duties placed upon the Trustee by the Agreement, and to have agreed to perform them. Upon such appointment and such acceptance of such appointment, all of the Issuer's right, title and interest in and to moneys, rights and properties pledged for the payment of the Bonds shall be vested in the Trustee for the benefit of all holders of the Bonds. Upon such acceptance, the Trustee shall be the Fiscal Agent and all references to the Fiscal Agent in this Resolution, the Agreement, the Note, the Mortgage and the Land Use Restriction Agreement shall be deemed to refer to the Trustee. The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts, powers or otherwise. . SECTION 10.02. Recitals, Representations. The recitals, statements and representations contained in this Resolution and in the Bonds, excepting only the Registrar's authentication upon the Bonds and the Trustee's acceptance of the trusts hereunder, shall be taken and construed as made by and on the part of the Issuer or the Developer, and not by the Trustee or the Registrar, and the Trustee does not assume, and shall not have any responsibility or obligation for the correctness of any thereof. SECTION 10.03. Performance Through Attorneys, Agents, Recei vers or Emp loyees. The Fisca 1 Agent may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers, or employees, and shall be entitled to advice of counsel concerning all matters of trust and its duties hereunder. The Fiscal Agent may act upon th~ opinion or advice of counsel (who may be the attorney or attorneys for the Issuer or the Developer) approved by the Fiscal Agent in the exercise of reasonable care. The Fiscal Agent shall not be answerable for the exercise of any discretion or power under this Resolution or for anything whatever in connection with the trusts hereby created excepting only for its own willful misconduct or negligence. . SECTION 10.04. Expenses, Charges and Other Disbursements. The Issuer shall pay to the Fiscal Agent, the Paying Agent, the Registrar and the Trustee from moneys in the Revenue Fund compensation in the amount specified in Section 5.03 hereof for all services rendered by them hereunder and also all Fiscal Agent's Expenses, incurred in and about the administration and execution of the obligations hereby created and the performance of its powers and duties hereunder, provided that the Developer may contest in good -41- . . . . . . . faith the necessity for and reasonableness of any Fiscal Agent. s Expenses. No provision of this Resolution shall require the Fiscal Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exerci se of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. SECTION 10.05. Obliqation to Take Action. (a) The Trustee shall be under no obligation to take any action in respect of any Event of Default or to institute, appear in or defend any suit or other proceedings in connection therewith, unless requested in writing so to do by owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, and if in its opinion such action may tend to involve it in expense or liability, unless furnished, from time to time as often as it may require, with security and indemnity satisfactory to it; but the foregoing provisions are intended only for the protection of the Trustee, and shall not affect any discretion or power given by any provision of this Resolution to the Trustee to take action in respect of any Event of Default without such notice or request from the owners of the Bonds Outstanding, or without such security or indemnity. The permissive rights of the Trustee under this Resolution shall not be construed as duties and the Trustee shall not be answerable for other than its negligence or willful default. (b) Except upon the happening of any Event of Default specified in Section 9.01(a) (i) of this Resolution, the Trustee shall not be obligated to take notice or be deemed to have notice of any Event of Default hereunder, unless specifically notified in writing of such Event of Default by (i) the Owners of not less than 10% in aggregate principal amount of the Bonds Outstanding or (ii) the Issuer. SECTION 10.06. Good Faith Reliance. The Trustee, the Paying Agent, the Registrar, the Remarketing Agent and the Fiscal Agent shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice (whether written or telephonic), telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which any of them shall in good faith believe (a) to be genuine and (b) to have been passed or signed by the proper board, body or person or (c) to have been prepared and furnished pursuant to any of the provisions of this Resolution or the Agreement, and shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon them as conclusive evidence of the truth and accuracy of such statements. Neither the Fiscal Agent, the Paying Agent, the Remarketing Agent nor the Registrar shall be bound to recognize any person as an owner of any Bond or to take any action at his or her request unless evidence of the type required by Section 11.01 hereof concerning the ownership of such Bond shall be furnished to the Fiscal Agent, the Paying Agent, the Remarketing Agent or the Registrar, respectively. -42- . . . . . . . SECTION 10.07. Who May Own Bonds. Upon compliance with all applicable laws, the Fiscal Agent, the Paying Agent, the Registrar and the Remarketing Agent may in good faith buy, sell, own, hold and deal in any of the Bonds issued hereunder and secured by this Resolution, and may join in any action which any Bondholder may be entitled to take with like effect as if it did not act in any capacity under this Resolution. The Fiscal Agent, the Paying Agent, the Registrar and the Remarketing Agent, either as principal or agent, or in any other commercial or banking capacity, may also engage in or be interested in any financial or other transaction with the Issuer or the Developer, and may act as depository, trustee, or agent for any committee or body of owners of the Bonds secured hereby or other obligations of the Issuer as freely as if it did not act in any capacity under this Resolution. SECTION 10.08. Resignation by Trustee. The Trustee may resign and be discharged of the trusts created by this Resolution by executing an instrument in writing resigning such trust and specifying the date when such resignation is expected to take effect, and filing it with the Issuer, the Developer, the Bondholder (but only before the initial Remarketing Date), the Paying Agent and the Registrar not less than 30 days before the date specified in such instrument when such resignation is expected to take effect. Upon receiving such notice of resignation, the Bondholder, before the initial Remarketing Date, and the Issuer, on or after the initial Remarketing Date, shall promptly appoint a successor trustee by wri tten inst rument, in duplicate, one copy of which inst rument shall be delivered to the resigning Trustee and one copy of which instrument shall be delivered to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the mailing of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any Bondholder may, on behalf of himself and all other Bondholders, 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 and prescribe, appoint a successo~ Trustee. Any resignation of the Trustee shall become effective upon acceptance of appointment by the successor Trustee. A resigning Trustee shall be entitled to retain from any funds in its custody, an amount equal to the unpaid Fiscal Agent's Expenses incurred pursuant to this Resolution. SECTION 10.09. Removal of Trustee. The Trustee may be removed at any time by an instrument in writing appointing a successor, fi led wi th the Trus tee so removed and executed by the owners of not less than a majority in aggregate principal amount of the Bonds Outstanding, provided, that such removal will not take effect before the receipt by the Developer, the Remarketing Agent, the Paying Agent and the Registrar of notice thereof, in writing. A Trustee removed pursuant to this Section shall be entitled to retain from any funds in its custody an amount equal to the unpaid Fiscal Agent's Expenses incurred pursuant to this Resolution. -43- . . . . . . . SECTION 10.10. Appointment of Successor Trustee in the Event of Removal. (a) If the Trustee shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith and ipso facto exist in the office of Trustee and within a period of 60 days thereafter, a successor shall be appointed by the owners of a majority in aggregate principal amount of the Bonds then Outstanding. Appointments made under this Section shall be made, by an instrument or instruments in writing filed at the offices of the Issuer, signed by such Bondholders or by their attorneys-in-fact duly authorized Copies of each instrument shall be promptly delivered by the Issuer to the predecessor Trustee, the Trustee so appointed the Bondholder (but only before the initial Remarketing Date) and the Developer. (b) Until a successor Trustee shall be appointed as herein authorized, the Bondholder (before the initial Remarketing Date) and the Issuer (on or after the initial Remarketing Date), by a written order filed among the records of the Issuer, may appoint a trustee to fill such vacancy. Such appointment shall be effective upon the giving of notice in writing thereof to the Developer, the Paying Agent and the Registrar. Any new Trustee so appointed by the Issuer shall immediately and without further act be superseded by a Trustee appointed in the manner above provided. SECTION 10.11. Qualifications of Successor Trustee. Every Trustee appointed pursuant to the provisions of this Resolution shall be a trust company or a bank with trust powers, having a combined capital and surplus of at least $50,000,000, if such trust company or bank with trust powers willing and able to accept the trust on customary terms can, with reasonable effort, be located. SECTION 10.12. Concernina Successor Trustee. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become duly vested with all the estates, property, rights, powers, trusts, duties and Obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee. Upon request of such successor Trus tee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument transferring to such successor Trustee all the estates, property, rights, powers and trusts hereunder of the Trustee so ceasing to act, and the Trustee so ceasing to act shall pay over or deliver to the successor Trustee all moneys, records and other assets at the time held by it hereunder. SECTION 10.13. Merger of Trustee. Any corporation into which any Trustee hereunder may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation to which any Trustee hereunder may transfer substantially all of its assets, shall be a successor Trustee under -44- . . . . . this Resolution or a successor paying agent (as the case may be), without the execution or filing of any paper or any further act on the part of the parties hereto, anything herein to the contrary notwithstanding. SECTION 10.14. Conduct of Trustee. Notwithstanding any other provisions of this Article, the Trustee shall exercise such of the rights and powers vested in it by this Resolution and use the same degree of skill and care in their exercise as a prudent persons would use and exercise under the circumstances in the conduct of his own affairs. SECTION 10.15. Notice of Event of Default. Upon the occurrence of an Event of Default known to the Trustee, the Trustee shall within 10 days give telegraphic or telephonic notice, promptly confirmed by written notice thereof, to the Registrar, and the Registrar shall within 10 days give written notice thereof to each holder of Bonds at its address set forth on the books of the Issuer maintained by the Registrar, unless such Event of Default shall have been cured before the giving of such notice. . SECTION 10.16. Intervention by Trustee. In any judicial proceeding to which the Issuer is a party and which, in the opinion of the Trustee and its counsel, has a substantial bearing in the interests of owners of the Bonds, the Trustee may intervene on behalf of the owners of the Bonds and shall, upon receipt of indemnity satisfactory to it, do so if requested in writing by the owners of at least 25% in aggregate principal amount of Bonds Outstanding if permitted by the court having jurisdiction in the premises. SECTION 10.17. Duties Determined Solely by Resolution. The duties and obligations of the Trustee shall be determined solely by the express provisions of this Resolution and the Agreement, and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Resolution or the Agreement, and no implied covenants or obligations shall be read into this Resolution or the Agreement against the Trustee. Notwithstanding any provision herein, Trustee shall have no duty or obligation to the Developer except as may be expressly set forth in this Resolution or the Agreement. SECTION 10.18. Payinq Aqent. (a) The Fiscal Agent hereby is appointed as Paying Agent for the Bonds. The Paying Agent shall designate to the Issuer and the Developer its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer under which such Paying Agent will agree, particularly: . (i) to hold all sums held by it for the payment of the principal of and premium, if any, or interest on the Bonds in trust for the benefit of the holders of such Bonds until such sums shall be paid to such Bondholders or otherwise disposed of as herein provided; -45- . . . . . (ii) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, at all reasonable times; and ( i i i ) upon deliver to the Paying Agent. the request Trustee all of the Trustee, to forthwith sums so held in trust by the (b) (i) The Paying Agent shall be a corporation duly organized under the laws of the Uni ted States of America or any state, or territory thereof, having a combined capital stock, surplus and undivided profits of at least $50,000,000 and authorized by law to perform all the duties imposed upon it by this Resolution. The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days notice to the Issuer, the Remarketing Agent, the Fiscal Agent and the Developer. The Paying Agent may be removed at any time, by an instrument, signed by an Authorized Officer of the Issuer, filed with the Paying Agent, the Fiscal Agent and the Developer, or by the owners of not less than a majority in aggregate principal amount of the Bonds Outstanding. Any such resignation or removal removal will not take effect before the appointment of a successor Paying Agent by the Issuer, with the consent of an Authorized Representative. . (ii) If the Paying Agent resigns or is removed, the Paying Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor or, if there be no successor, to the Fiscal Agent. (iii) If the Paying Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Paying Agent shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Paying Agent, the Fiscal Agent shall ipso facto be deemed to be the Paying Agent for all purposes of this Resolution until the appointment by the Issuer of a successor Paying Agent. Section 10.19. Remarketing Agent. (a) Before the initial Remarketing Date, the Bondholder may appoint the Remarketing Agent for the Bonds. The Remarketing Agent shall designate its Principal Office to the Bondholder, the Registrar, the Paying Agent, the Fiscal Agent and the Developer and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Bondholder, the Fiscal Agent and the Developer under which the following obligations shall be imposed on the Remarketing Agent: . (i) to hold all Bonds delivered to it hereunder in trust for the benefit of the respective Bondholders which sha 11 have so del i ve red such Bonds to be purchased unt i 1 moneys representing the purchase price of such Bonds shall -46- . . . . . . . have been delivered to or for the account of or to the order of such Bondholders; (ii) to hold all moneys delivered to it hereunder and required to be applied for the purchase of Bonds in trust for the benefit of the person or entity which shall have so delivered such moneys until the Bonds to be purchased with such moneys shall have been delivered to or for the account of such person or entity and be purchased; (iii) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Fiscal Agent, the Developer and the provider of Additional Security, if any, at all reasonable times; and (iv) to perform all other obligations imposed on the Remarketing Agent under this Resolution. (b) (i) The Remarketing Agent shall be a member of the National Association of Securities Dealers, Inc., having a capitalization of at least $25,000,000 and authorized by law to perform all the duties imposed upon it by this Resolution. After the initial Remarketing Date, the Remarketing Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days notice to the Fiscal Agent, the Paying Agent, the Developer and the Registrar at which time a successor Remarketing Agent, if available, will be appointed by the Issuer with the consent of an Authorized Representative. The Remarketing Agent may be removed at any time after the initial Remarketing Date, by an instrument, signed by an Authorized Representative and filed with the Remarketing Agent, the Fiscal Agent, the Paying Agent and the Registrar, but such removal will not take effect before the appointment of a successor Remarketing Agent by the Issuer, with the consent of an Authorized Representative. (ii) In the event of the resignation or removal of the Remarketing Agent, the Remarketing Agent shall pay over, assign and deli ver any moneys and Bonds held by it in such capacity to its successor or, if there be no successor, to the Fiscal Agent to be held in a separate account pursuant to Section 5.05 hereof. Section 10.20. Fiscal Aqent. The Fiscal Agent shall designate to the Issuer, the Bondholder and the Developer its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Developer and the Bondholder under which the Fiscal Agent will agree, particularly: (a) to perform all obligations imposed on the Fiscal Agent under this Resolution; and -47- r'- . . . . . . . (b) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Bondholder and the Developer at all reasonable times. Section 10.21. Reqistrar. (a) The Fiscal Agent is hereby appointed as Registrar for the Bonds. The Registrar shall designate to the Issuer, the Developer and the Bondholder its Principal Office and signify its acceptance of the duties imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer, the Developer and the Bondholder under which such Registrar will agree, particularly, to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Fiscal Agent and the Bondholder at all reasonable times. (b) The Issuer shall cooperate with the Registrar to cause the necessary arrangements to be made and to be thereafter continued whereby Bonds, executed by the Issuer and authenticated by the Registrar, shall be made available for exchange, and registration of transfer at the Principal Office of the Registrar. (c) (i) On and after the initial Remarketing Date, the Registrar shall be a corporation duly organized under the laws of the United States of America or any state or territory thereof having a combined capital stock, surplus and undivided profits of at least $10,000,000 and authorized by law to perform all the duties imposed upon it by this Resolution. The Registrar may at any time resign and be disCharged of the duties and obligations created by this Resolution by giving at least 60 days notice to the Issuer, the Fiscal Agent, the Paying Agent and the Developer, at which time a successor Registrar, if available, will be appointed by the Issuer with the consent of an Authorized Representative. The Registrar may be removed at any time by an instrument, signed by an authorized officer of the Issuer, filed with the Registrar, the Fiscal Agent, the Developer and the Paying Agent or by the owners of not less than a majority in aggregate principal amount of the Bonds Outstanding, but such removal will not take effect before the appointment of a successor Registrar by the Issuer, with the consent of an Authorized Representative. (ii) In the event of Registrar, the Registrar shall capacity to its successor or, Fiscal Agent. the resignation deliver any Bonds if there be no or removal held by it successor, of in to the such the (iii) If the Registrar shall resign or be removed, or be dissolved, or if the property or affairs of the Registrar shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Registrar, the Fiscal Agent shall ipso facto be deemed to be the Registrar for all purposes of this Resolution until the appointment by the Issuer of the successor Registrar, as the case may be. -48- . . . --- . . . . SECTION 10.22. Several Capacities. Anything in this Resolution to the contrary notwithstanding, the same entity may serve hereunder as the Paying Agent, the Fiscal Agent, the Escrow Agent, the Registrar, and the Remarketing Agent and in any combination of such capacities, to the extent permitted by law. (End of Article X) -49- . . . .~ . . . . ARTICLE XI AUTHORIZATION TO EXECUTE ISSUER DOCUMENTS AND SELL BONDS Section 11.01. Approval and Authorization of the Issuer Documents. The Issuer Documents in the forms and contents presented to the Issuer on this date, are hereby approved, authorized and confirmed in all respects and the Chairman or such other officer or official of the Issuer, as appropriate, and the Secretary or such other officer or official of the Issuer, as appropriate are hereby authorized and directed to execute and deliver, and attest to the execution and delivery of, the Issuer Documents in substantially the forms and contents as presented to the Issuer on this date. Issuer Documents shall be subject to final approval by the Attorney of the Issuer. The Commission hereby acknowledges and consents to the sale by Shelter Corporation of Canada, Ltd., of its general partnership interest in the Developer to Carousel Development, Inc., pursuant to the terms of the SCA Financing Commitment. Section 11.02. Authorization of Sale of Bonds. The sale of the Bonds to the Bond Purchaser, at a purchase price of one hundred percent (100%) of the principal amount thereof, is hereby approved, authorized and confirmed. Section 11.03. Authority To Correct Errors, Etc. The Chairman or such other officer or official of the Issuer, as appropriate, and Secretary or such other officer or official of the Issuer, as appropriate, are hereby authorized and directed to make any alterations, changes or additions in the Issuer Documents herein approved, authorized and confirmed necessary to correct errors or omissions therein, or to conform the same to the other provisions of said instruments or to the provisions of this Resolution. Any such alterations, changes or additions shall be subject to final approval by the Attorney of the Issuer. Section 11.04. Further Authority. The Chairman, or such other officer or official of the Issuer, as appropriate, Secretary and such other officer or official of the Issuer, as appropriate, are hereby authorized to execute and deliver for and on behalf of the Issuer any and all additional certificates, documents or other papers and to perform all other acts as they may deem necessary or appropriate in order to implement and carry out the matters herein authorized. Section 11.05. Copies of Issuer Documents Available for Inspection. True and correct copies of all Issuer Documents presented to the Issuer and ident i f ied and referred to in this Resolution are on file in the office of the Secretary of Issuer and are available for inspection by the general public during regular business hours. -50- . . . . . . . Section 11.06. Certain Findinqs Required by the Act. In accordance with the requirements of the Act, it is hereby determined and found that: the public purpose of increasing the supply of rental housing in the City of San Bernardino, California (the "City") will be furthered hereby, and this Resolution is being adopted pursuant to the powers granted by the Act and the City hereby acknowledges and approves that the Bonds may be issued in one or more series or phases of financing for the Project to be undertaken by the Developer, as described in the recitals hereof, provided, however, that the total principal amount of the Note which shall be issued for the Development shall not exceed $25,850,000. Section 11.07. Incorporation of Provisions of Act. This Resolution does hereby incorporate by reference as though fully set out herein the provisions of the Act. Section 11. 08. Program Administrator. The Executive Director of the Issuer (the "Executive Director"), or such other person as the Commission may from time to time designate, is hereby designated to administer the Program as shall be undertaken by the Developer. Section 11. 09. Obligation of Issuer. The Bonds shall be and are a special obligation of the Issuer, and, subject to the right of the Issuer to apply moneys as provided in the applicable laws, are secured by such revenues as are specified in the proceedings for the issuance of such Bonds and funds and accounts to be held by the Owner, and are payable as to principal, redemption price, if any, and interest from the revenues of the Issuer as therein described. The Bonds are not a debt of the Issuer, the City, and the State of California or any of its pOlitical subdivisions, and neither the Issuer, the City, the State, nor any of its political subdivisions is liable thereon, nor in any event shall the bonds be payable out of the funds or properties other than all or any part of the revenues, mortgage loans, and funds and accounts as in this Resolution set forth. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the persons serving as the Members of the Commission or the Mayor and Common Council of the City of San Bernardino, California (the "Mayor and Common Council") nor any persons executing the Bonds shall be liable personally on the Bonds or sUbject to any personal liability or accountability whatsoever by reason of the issuance thereof. Section 11.10. Compliance with the Code. The Developer shall provide appropriate covenants in the Issuer Documents in a form acceptable to the Attorney of the Issuer and Bond Counsel and to assure that twenty percent (20%) or more of the multifamily rental housing units are occupied by individuals whose income is eighty percent (80%) or less of the applicable median gross income, all as provided in the Code. 1ssuance Section 11.11. of the Bonds Prior to Developer Covenants Runninq with the Land. pursuant to this Resolution, the -51- . . . . . . . shall provide to the Issuer, for recording, a covenant running with the land in form approved by the Issuer whereunder the Developer (i) waives any entitlement under State law to a density bonus for the Development site and (ii) agrees not to seek or accept any other forms of pUblic assistance for the purpose of financing the Development including, but not limited to, tax-increment financing from the Issuer. Section 11.12. Scope of Approval. The approval as herein granted and the financing of the Development are specifically conditioned upon the Mayor and Common Council approving the final environmental assessments and other environmental documents prepared or to be prepared pursuant to the provisions of the California Environmental Quality Act of 1970, as amended ("CEQA"), with respect to any and all environmental conditions with regard to the operations of the Development as proposed by the Developer. All such assessments and documents needed to comply with the provisions of CEQA shall be the sole responsibility of the Developer. Adoption of this Resolution shall not be construed as approval of the plans or concept of the Development, nor as an indication that the Mayor and Common Council will hereafter take any particular action toward granting any planning, zoning, or other approval relating to a plan of development. The Mayor and Common Council reserve their right to evaluate any future administrative procedures and appeals based solely on the information available at the time of consideration, including any actions or recommendations by or appeals from the Development Review Committee and the Planning Commission. Nothing herein shall be construed as advance commitment or approval as to any such matter, and the Developer is hereby notified that normal planning processing shall be required, in accordance with the standard procedures of the City and that the Developer will be required to comply with all applicable laws and ordinances of the City, State and federal government. Section 11.13. Change in Law. The issuance of the Bonds ote of the Issuer for the Development as authorized and empowered by the Act shall be subject to any changes in applicable laws; ordinances or regulations of the State and federal government including, but not limited to, the imposition of any calendar year volume limitation on the issuance of multifamily mortgage revenue bonds. Section 11.14. Conformance with POlicy Guidelines. The approval as herein granted and the final approval of the Development are specifically conditioned upon the conformance of all documents required to be executed and delivered by the Issuer to the "Policy Guidelines on Public and Negotiated Bond Sale Procedures for the City of San Bernardino and the Redevelopment Agency of the City of San Bernardino" as said POlicy Guidelines are on file with the City Clerk. (End of Article XI) -52- . e e . . . . ARTICLE XII INSTRUMENTS EXECUTED BY BONDHOLDERS SECTION 12.01. Proof of Ownership. Any request, direction, 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 agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the Fiscal Agent, the Paying Agent and the Registrar with regard to any action taken by it under such instrument if made in the fOllowing manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the certificate of any officer in any jurisdiction who, by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument aCknowledged before him the execution thereof, or by an affidavit of a witness to such execution. (b) The ownership of Bonds shall be proved by the registration books of the Issuer kept by the Registrar. SECTION 12.02. Effect of Execution. Nothing contained in this Article shall be construed as limiting the Fiscal Agent, the Paying Agent and the Registrar to such proof, it being intended that each of them may accept any other evidence of the matters herein stated which each it may deem 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 by the the Fiscal Agent, the Paying Agent and the Registrar in pursuance of such request or consent. (End of Article XII) -53- . . . . . . . ARTICLE XIII MODIFICATION OF RESOLUTION, AGREEMENT, MORTGAGE AND GUARANTY AGREEMENT SECTION 13.01. Modification. Prior to or on the date of initial issuance and delivery of the Bonds, the COllUllission hereby specifically authorizes and directs the Executive Director and Attorney of the Issuer, with the approval of Bond Counsel, to make any and all necessary and required changes, modifications or amendments to this Resolution or the Issuer Documents as deemed necessary by said Executive Director, Attorney of the Issuer, Counsel and Bond Counsel. After the date of initial issuance and delivery of the Bonds, this Resolution shall not be modified or amended in any respect except as provided in and in accordance with and subject to the provisions of this Article. SECTION 13.02. Supplemental Resolution. The Issuer may, wi th the approva I of the Developer and the Bondho lder or, after appointment, the Trustee, from time to time and at any time, without the consent of owners, execute and deliver resolutions supplemental to this Resolution for any of the following purposes: (a) to specify and determine any matters and things relative to Bonds which are not contrary to or inconsistent with this Resolution and which shall not adversely affect the interests of the owners of Bonds; (b) to cure any defect, ambiguity in this Resolution; omission, confl ict or (c) to grant to or confer upon the Fiscal Agent or the Trustee for the benef i t of the owners of Bonds any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Resolution as theretofore in effect; (d) to add to the covenants and agreements of the Issuer in this Resolution, other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with this Resolution as theretofore in effect; (e) to add to the limitations and restrictions in this Resolution, other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with this Resolution as theretofore in effect; (f) to confirm, as under, and the subjection created or to be created by arising from the pledge of as security for the Bonds; further assurance, any pledge to any claim, lien or pledge this Resolution of the revenues any moneys, securities or funds -54- . . . . . . . (g) to preserve the exemption of interest on the Bonds from federal and State income taxes and the power of the Issuer to continue to issue Bonds or obligations other than the Bonds the interest income on which is exempt from federal and State income taxation; and (h) to amend, modify or supplement the prOVl.S10nS of this Resolution for the purpose of obtaining Additional Security or of obtaining or improving a credit rating for the Bonds from a nationally recognized credit rating agency in connection with the remarketing of the Bonds on any Remarketing Date. Before the Issuer shall adopt any supplemental resolution pursuant to this Section, there shall have been filed with the Fiscal Agent an opinion of Bond Counsel to the effect that (i) such supplemental resolution is authorized or permitted by this Resolution and complies with its terms, and upon adoption will be valid and binding upon the Issuer in accordance with its terms and (ii) that the adoption of such supplemental resolution will not cause any of the interest on the Bonds to be subject to federal income taxation. SECTION 13.03. Consent of Bondholders. (a) Subject to the terms and provisions contained in this Section and not otherwise, the owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding shall have the right from time to time to consent to and approve the adoption by the Issuer of any supplemental resolution as shall be deemed necessary or desirable by the Issuer for the purposes of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting without the consent of the owners of all Bonds then outstanding and affected by such proposed change (i) a change in the times, amounts or currency of payment of the principal of or premium, if any, or interest on any Outstanding Bond, or a reduction in the principal amount or redemption price, or the dates or terms of redemption of any Outstanding Bond or the rate of interest thereon, (ii) the creation of a claim or lien upon, or a pledge of the revenues derived from the Developer under the Agreement or other part of the moneys, rights or properties pledge as security for the Bonds, (iii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, (iv) any change adversely affecting the tax-exempt status of the interest paid on any Bond for federal or state income tax purposes, or (v) a reduction in the aggregate principal amount of the Bonds the consent of the holders of which is required for amends referred to in this Article. (b) If at any time after the initial Remarketing Date the Issuer shall determine to adopt any supplemental resolution for any of the purposes of this Section, unless waived by the owners of not less than a majority of the aggregate principal amount of Bonds then Outstanding, it shall cause notice of the proposed supplemental resolution to be mailed to the owners at their addresses set forth -55- . . . . . in the Bond register maintained by the Registrar. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the office of the Fiscal Agent for inspection by all Bondholders. (c) In the case of any supplemental resolutions adopted or to be adopted after the initial Remarketing Date, within two years after the date of such notice or at such other time as is specified in such notice, the Issuer may adopt such supplemental resolution in substantially the form described in such notice only if there shall have first been filed with the Fiscal Agent (i) the written consents of owners of not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of such notice, and (ii) an opinion of Bond Counsel to the effect that such supplemental resolution is authorized or permitted by this Resolution and complies with its terms, and upon adoption will be valid and binding upon the Issuer in accordance with its terms. A written consent by any holder of any Bond executed on or after the date of such notice shall be binding upon any subsequent holder of such Bond. . (d) If the owners of not less than the percentage in aggregate principal amount of Bonds required by this Section shall have consented to and approved the adoption thereof as herein provided, no ho Ider of any Bond sha 11 have any right to obj ect to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting it or from taking any action pursuant to the provisions thereof. SECTION 13.04. Effect of Supplemental Resolution. Upon the execution, delivery and acceptance of any supplemental resolution pursuant to the provisions of this Article, this Resolution shall be, and be deemed to be, modified, amended or supplemented in accordance therewith, and the respective rights, duties and obligations under this Resolution of the Issuer, the Fiscal Agent and all owners of Bonds then Outstanding shall be thereafter determined, exercised and enforced under this Resolution sUbject in all respects to such modifications and amendments. SECTION 13.05. Consent of the Developer. Anything herein to the contrary notwithstanding, any supplemental resolution under this Article adversely affecting the interest of the Developer shall not become effective unless and until the Developer shall have consented in writing to such supplemental resolution, and to any related revisions of the Agreement to be effected, if any. . SECTION 13.06. Modifications of Aqreement, Note, Mortgaqe or Additional Security. The Issuer, the Trustee (after appointment) and the Developer may, without the consent of the owners of any Bonds Outstanding, consent to any amendment, change or modification of the Agreement, the Note, Additional Security, if any, or the Mortgage as may be required (a) for the purpose of curing any ambiguity or formal defect or omission, or (b) in connection with -56- . . . . . . . any other change therein which, in the judgment of the Trustee, does not adversely affect the interests of the owners of the Bonds, if the Issuer and the Trustee receive an opinion of Bond Counsel acceptable to the Issuer and the Trustee to the effect that such amendment, change or modification is authorized or permitted by this Resolution, will comply with this Resolution and the Act and will not impair the exemption of interest on the Bonds from federal or State income taxation. SECTION 13.07. Notice and Approval by Bondholders. Except as provided in Section 13.06 of this Resolution, no amendment, change or modification of the Agreement, the Note, Additional Security, if any, or the Mortgage shall be made without giving the notice and receiving the written approval or consent of the owners of Bonds Outstanding, provided for in Section 13.03 hereof with respect to supplemental resolutions. If at any time after the initial Remarketing Date, the Issuer and the Developer shall request the consent of the Trustee to any proposed amendment, change or modification, the Trustee shall cause notice of such proposed amendment, change or modification to be given in the same manner as provided by Section 13.03 hereof with respect to supplemental resolutions. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying them are on file at the Principal Office of the Trustee for inspection by all owners of Bonds Outstanding. (End of Article XIII) -57- . . . . . . . ARTICLE XIV DISCHARGE OF RESOLUTION SECTION 14.01. Discharge. If and when the whole amount of the principal and premium, if any, and interest due and payable upon all of the Bonds shall be paid in Available Moneys, or provision shall have been made for the payment of them, together with all other sums payable hereunder and under the Agreement and the Note by the Developer, then and in that case, the right, title and interest of the Bondholder or, after its appointment, the Trustee in and to the moneys, rights and properties pledged as security for the Bonds, including all covenants, agreements and other obligations of the Issuer and the Developer to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Bondho lder or, after its appointment, the Trustee shall surrender such moneys, rights and properties to the Developer. The Bondholder or, after its appointment, the Trustee shall execute such documents as may be reasonably required to effect such assignments and transfers. There shall be deemed to be such due payment or provision for the same when there has been placed in escrow or in trust with a trust company or bank located within or without the State, Available Moneys in an amount sufficient (including the known minimum yield available without reinvestment for such purpose from Government Securities in which such amount wholly or in part may be initially invested) to meet all requirements of the Outstanding Bonds, as they become due at the final maturities of the Bonds or upon any redemption date as of which the Developer shall have directed the Trustee to exercise or shall have obligated the Trustee to exercise its prior redemption option by a call of Bonds for payment, together with all other payment obligations of the Developer under the Agreement for such period as the Developer's obligations thereunder continue. The Government Securities shall become due before the respective times at which the proceeds thereof shall be needed, in accordance with a schedule established and agreed upon between the Bondholder or, after its appointment, the Trustee, the Issuer and the Developer at the time of the creation of the escrow or trust, or the Government Securities shall be subject to redemption at the option of the owners thereof to assure such availability as so needed to meet such schedule. SECTION 14.02. Trustee's Riqhts Reserved. Any discharge under this Article shall be without prejudice to the right of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees, incurred on and about the administration of the trusts hereby created and the performance of its powers and duties hereunder. (End of Article XIV) -58- . . . - - . . . . ARTICLE XV MISCELLANEOUS SECTION 15.01. Successors of the Issuer. In the event of the dissolution of the Issuer, all the covenants, stipulations, promises and agreements contained in this Resolution by or on behalf of, or for the benefit of, the Issuer, shall bind or inure to the benefit of the successors of the Issuer from time to time and any entity, governing body, board, commission, agency or instrumentality to whom or to which any power or duty of the Issuer shall be transferred. If no successor shall exist, then all rights and duties of the Issuer may be exercised and such duties fulfilled by the Fiscal Agent, but the Fiscal Agent shall be under no Obligation to exercise and fulfill such rights and duties. SECTION 15.02. Purpose; Exclusive Benefit. Except as herein otherwise specifically provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation, other than the Issuer, the Fiscal Agent, the owners of the Bonds and the Developer, any right, remedy or claim under or by reason of this Resolution, this Resolution being intended to be for the sole and exclusive benefit of such parties. SECTION 15.03. Severability. In case anyone or more of the provisions of this Resolution or of the Bonds for any reason is held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or the Bonds, and this Resolution and the Bonds shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced as if such illegal or invalid provisions had not been contained therein. SECTION 15.04. No Personal Liability or Accountability. No covenant or agreement contained in the Bonds or in this Resolution shall be deemed to be the covenant or agreement of any agent 017 employee of the Issuer, in his or her individual capacity, and neither the governing body of the Issuer nor any official of the Issuer nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. SECTION 15.05. Governinq Law. The substantive laws of the State shall govern this Resolution and all Bonds issued hereunder. SECTION 15.06. Non-recourse. The Issuer's Obligations hereunder and under the Loan Agreement and the Regulatory Agreement are on a "non-recourse" basis, and payment of any amounts which are owed or may become due hereunder or under the Loan Agreement and the Regulatory Agreement shall not be enforced against the Issuer or any of its public officials, officers, employees, agents, or other -59- . . . . . . . personnel, but only against the property which is subject to the Mortgage, and any further security which may, from time to time, be hypothecated for this Resolution or the Loan Agreement. SECTION 15.07. Exculpation of Issuer. The Issuer will not be liable to the Bondholders, the Developer, or to any other person for, and or the Bondholders, hereby releases the Issuer from all liability to the Bondholders, or any other person, for losses, costs, damages, expenses and liabilities even if such losses, costs, damages, expenses and liabilities directly or indirectly result from, arise out of or relate to, in whole or in part, one or more negligent acts or omissions of the Issuer or any of the officers, directors, employees, agents, servants or any other party acting for or on behalf of the Issuer in connection with the issuance of the Bonds or performance by the Issuer of its obligations under this Resolution, the Loan Agreement and the Regulatory Agreement or any other agreement related to this Resolution. -60- . . I . . . . . . Adopted by the Community Development Commission of the City of San Bernardino, on behalf of the Redevelopment Agency of the City of San Bernardino as of the day and year first above written. Redevelopment Agency of the City of San Bernardino By: Chairman (Seal) Attest: By: Secretary ADOPTED: Approved as to Legal Form and Adequacy: By: . . . . . EXHIBIT "A" [Bond Form] - . . ~ -- - ~ . . . . . SBE069-50/1711S/sg 05/07/86 #8 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE ISSUANCE BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO OF $25, 850, 000 OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO MULTI-FAMILY MORTGAGE REVENUE BONDS (UNIVERSITY PARK APARTMENTS PROJECT) SERIES 1986 AND MAKING CERTAIN DETERMINATIONS RELATING THERETO WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law [Part 1 of Division . 24 (commencing with Section 33000) of the Health and Safety Code of the State of California] (the "Community Redevelopment Law") and the powers of the Agency include the power to issue bonds or notes for any of its corporate purposes; and WHEREAS, the Community Development Commission of the City of San Bernardino (the "Commission"), on behalf of the Agency, is authorized by the Community Redevelopment Law to issue and sell its multifamily mortgage revenue bonds or notes for the purpose of enabling developers to pay the costs of financing the development of multifamily rental housing located wi thin survey areas and redevelopment project areas of the Agency; and . - 1 - . . . . . . WHEREAS, Carousel Development and Associate, a California general partnership, or its successors or assigns (the "Applicant"), has previously submitted a certain application (the "Application") to the Mayor and Common Council of the City of San Bernardino, California (the "Mayor and Common Council"), for tax-exempt financing for a certain multifamily rental housing development pursuant to Ordinance 3815, as amended, and the Applicant has previously requested the Agency to issue and sell its multifamily mortgage revenue bonds for the purpose of providing financing for the acquisition and construction by the Applicant of a multifamily rental housing development as more fully described in said Application (the "Project") pursuant to the Community Redevelopment Law without any liability to the City of San Bernardino, California (the "Ci ty"), the Commission or the Agency whatsoever; and WHEREAS, the Agency and the City have approved and adopted the Redevelopment Plan for the State College Redevelopment Project pursuant to City Ordinance No. 3067, dated April 27, 1970 (the "Redevelopment Plan"); and WHEREAS, the Project consists of the acquisition of land and the construction thereon of approximately five hundred forty (540) apartment units located in the redevelopment project area of the Agency known as the State College Redevelopment Project on an approximately forty-three (43) acre site in the University Park section of the 600 acre master plan development known as Shandin ... Hills, on the north side of Kendall Drive, and approximately one and one-half (1-1/2) miles west of Little Mountain; and - 2 - . . . . . WHEREAS, pursuant to Resolution No. 84-383 of the Mayor and Conunon Counci 1, adopted on October 1, 1984, the Mayor and Conunon Council has previously declared its intent to issue multifamily mortgage revenue bonds in an aggregate principal amount not to exceed $32,000,000 for the purpose of financing the Project; and WHEREAS, pursuant to its Resolution No. 4770, adopted on June 17, 1985, and entitled: "Resolution of the Conununity Development Conunission of the City of San Bernardino Declaring its Intent to Issue Multifamily Mortgage Revenue Bonds (Carousel Development and Associates Project)" the Conunission has previously declared its intent to issue multifamily mortgage revenue bonds in an aggregate principal amount . not to exceed $32,000,000 and to authorize such financing by the Agency for the aforesaid purposes and for the Project pursuant to the terms and conditions of said Resolution No. 84-383; and WHEREAS, the City Council, by adoption of its Resolution No. 85-237 on July 2, 1985 approved the substitution of Cal-Shel, ~ California limited partnership, or its successors or assigns (the "Developer") for the Applicant as the beneficiary of said Resolutions of the Mayor and Conunon Council and the Conunission, approved the findings and determinations to be made in connection with the public hearing as required pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended (the "Code"), and declared its intent that the Developer be the beneficiary of said . public hearing and that bonds be issued in an amount not to exceed $25,000,000; and - 3 - . . . . . . . WHEREAS, the Mayor and Common Counci 1, by adoption of its Resolution No. 85-504 on December 2, 1985, approved certain conforming amendments to the Application to effect, in view of certain increases in the total anticipated cost of construction of the Project, an increase in the aggregate principal amount of tax-exempt financing for the Project from $25,000,000 to $27,000,000 and set a public hearing on the issuance of the multifamily mortgage revenue bonds and has authorized the publication of notice thereof which has been duly published in The Sun; and WHEREAS, the Mayor and Common Council by adoption of an appropriate Resolution on December 16, 1985 approved the findings and determinations to be made in connection with said public hearing as required by Section 103(k) of the Code: and WHEREAS, in order to finance the loan by the Agency to the Developer for the Project, the Developer has been presented with a commitment letter from SCA Tax-Exempt Fund Limited Partnership, a Delaware limited partnership, dated May 1, 1986 and on file with the City Clerk and incorporated herein by this reference, and any amendments or supplements thereto acceptable to the Developer and the Agency, pursuant to which tax-exempt revenue bonds may be issued by the Agency by adoption by the Commission of an appropriate Resolution (the "SCA Financing Commitment"): and WHEREAS, the Developer has requested Commission and the Mayor and Common Council to the Agency, (i) authorize the the - 4 - . . . . . issuance of tax-exempt obligations by adoption of appropriate Resolutions and (ii) issue and deliver the tax-exempt obligations to finance the Project conditioned upon the execution and delivery of the required documentation by the Chairman, Secretary and/or Executive Director of the Agency and the final approval of all documentation by the Agency Attorney; and WHEREAS, the Commission, acting on behalf of the Agency, has informed the City that the Commission plans to adopt its Resolution entitled: . BOND RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, PROVIDING FOR A PRINCIPAL AMOUNT NOT TO EXCEED $25,850,000 OF REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO MULTI-FAMILY MORTGAGE REVENUE BONDS (UNIVERSITY PARK APARTMENTS PROJECT) SERIES 1986 ; and WHEREAS, under and pursuant to the above Resolution (the "Resolution of Issuance"), the Commission, on behalf of the Agency, will authorize the issuance of an aggregate principal amount not to exceed $27,000,000 of "Redevelopment Agency of the City of San Bernardino, Multi-Family Mortgage Revenue Bonds (University Park Apartments Project) Series 1986 (the "Bonds") pursuant to the terms of the SCA Financing Commitment subject to approval and execution of all final documentation by the Chairman, Secretary and/or Executive . Director and approval of all final documentation by the Agency Attorney; and - 5 - . . . . . . . WHEREAS, pursuant to the terms of the SCA Financing Commitment, Shelter Corporation of Canada, Ltd. is required to sell its general partnership interest in the Developer to Carousel Development, Inc., one of the limited partners of the Developer, and the Developer hereby requests the Mayor and Common Council to acknowledge and consent to such sale; and WHEREAS, on September 18, 1985, the Developer recorded upon the Project site a certain regulatory agreement dated September I, 1985, which agreement was recorded with the County Recorder of the County of San Bernardino as Instrument No. 85-229887, pursuant to which the Developer covenanted to commit twenty percent (20%) of the multifamily units of the Project for rental to individuals and families within Sections 167(k)(3)(B) and 103(b)(12)(C) of the Code; and WHEREAS, in furtherance of the transactions contemplated by the Resolution of Issuance, the Developer has requested the Mayor and Common Council to approve a certain First Amended and Restated Regulatory Agreement in connection with the Bonds (the "First Amended and Restated Regulatory Agreement"), in form as on file with the City Clerk; and WHEREAS, it is the intent of the Mayor and Common Council that all necessary documentation for the Project be approved as to form and authorized to be executed at this time and that all documents pertinent to the issuance of Bonds by the Agency be approved and adopted at this time subject to the above conditions. - 6 - . . . . . . . NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Conditional Approval of Issuance of Bonds. The issuance of an aggregate principal amount not to exceed $25,850,000 of the "Redevelopment Agency of the City of San Bernardino, Multi-family Mortgage Revenue Bonds (University Park Apartments Project)" is hereby authorized and approved pursuant to the Act subject to the approval and execution of all final documentation pertinent to the issuance of the Bonds by the Chairman, Secretary and/or Executive Director and the approval of said documentation by the Agency Attorney. The Mayor and Common Council hereby acknowledge and consent to the sale by Shelter Corporation of Canada, Ltd., of its general partnership interest in the Developer to Carousel Development, Inc., pursuant to the terms of the SCA Financing Commitment. Section 2. Approval as to Form of Agreement. The Mayor and Common Council hereby approves the form of the First Amended and Restated Regulatory Agreement and further authorizes the execution of the final form of the said Agreement when the same shall be presented for execution by the Mayor and Ci ty Clerk or such other appropriate City official, subject to such changes, additions or deletions and may be recommended by the City Attorney and Bond Counsel. The execution thereof by the Mayor and City Clerk or such - 7 - . . . ........ .... . . . . other appropriate City official shall be deemed to be conclusive as to approval thereof by and on behalf of the City. Section 3. Obliqation of Aqency. The Bonds shall be and are special obligations of the Agency, and, sUbject to the right of the Agency to apply moneys as provided in the applicable laws, are secured by such revenues as are specified in the proceedings for the issuance of the Bonds and funds and accounts to be held in trust, and are payable as to principal, redemption price, if any, and interest from the revenues of the Agency as therein described. The Bonds are not a debt of the Agency, the City, and the State of California or any of its political subdivisions, and neither the Agency, the City, the State, nor any of its political subdivisions is liable thereon, nor in any event shall the bonds be payable out of the funds or properties other than all or any part of the revenues, mortgage loans, and funds and accounts as in this Resolution set forth. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the persons serving as the Members of the Commission or the Mayor and Common Council nor any persons executing the Bonds shall be liable personally on the Bonds or subject to any personal liability or accountability whatsoever by reason of the issuance thereof. Section 4. Compliance with the Code. The Developer shall provide appropriate covenants in the documents to be executed by the Agency and/or the City in a form acceptable to the Agency Counsel and Bond Counsel and to assure that twenty percent (20%) or more of - 8 - - -- ..... ~ . . . . . the multifamily rental housing units are occupied whose income is eighty percent (80%) or less of median gross income, all as provided in the Code. by individuals the applicable Section 5. Covenants Runninq with the Land. Prior to issuance of the Bonds pursuant to the Resolution of Issuance, the Developer shall provide to the Agency, for recording, a covenant running with the land in form approved by the Agency whereunder the Developer (i) waives any entitlement under State law to a density bonus for the Project site and (ii) agrees not to seek or accept any other forms of public assistance for the purpose of financing the Project including, but not limited to, tax-increment financing from the Agency. . Section 6. Scope of Approval. The approval as herein granted and the financing of the Project are specifically conditioned upon the Mayor and Common Council approving the final environmental assessments and other environmental documents prepared or to be prepared pursuant to the provisions of the Californiq Environmental Quality Act of 1970, as amended ("CEQA"), with respect to any and all environmental conditions with regard to the operations of the Project as proposed by the Developer. All such assessments and documents needed to comply with the provisions of CEQA shall be the sole responsibility of the Developer. Adoption of this Resolution shall not be construed as approval of the plans or concept of the Project, nor as an indication that the Mayor and . Common Council will hereafter take any particular action toward - 9 - e . . . . . . granting any planning, zoning, or other approval relating to a plan of development. The Mayor and Common Council reserve their right to evaluate any future administrative procedures and appeals based solely on the information available at the time of consideration, including any actions or recommendations by or appeals from the Development Review Committee and the Planning Commission. Nothing herein shall be construed as advance commitment or approval as to any such matter, and the Developer is hereby notified that normal planning processing shall be required, in accordance with the standa rd procedures of the City and that the Developer wi 11 be required to comply with all applicable laws and ordinances of the City, State and federal government. Section 7. Chanqe in Law. The issuance of the Bonds of the Agency for the Project as authorized and empowered by the Act shall be subject to any changes in applicable laws, ordinances or regulations of the State and federal government including, but not limited to, the imposition of any calendar year volume limitation on the issuance of multifamily mortgage revenue notes or bonds. Section 8. Conformance with Policy Guidelines. The approval as herein granted and the final approval of the Project are specifically conditions upon the conformance of all documents required to be executed and delivered by the Agency and/or the City to the "Policy Guidelines on Public and Negotiated Bond Sale Procedures for the City of San Bernardino and the Redevelopment - 10 - r-~--- . . . ~ . . . . Agency of the City of San Bernardino. as said Policy Guidelines are on file with the City Clerk. Section 9. effect upon adoption. Effective Date. - 11 - This Resolution shall take . . . . I HEREBY adopted by the San Bernardino at held on the the following vote, . CERTIFY Mayor a that and . the foregoing Common Counci 1 resolution of the meeting day of to wi t : AYES: NAYS: ABSENT: Council Members . was duly Ci ty of thereof, 1986, by City Clerk day of The foregoing resolution is hereby approved this , 1986. Approved as to form: 1/:'" \.." ,,' (' City Attorney ..::::::~>/ Mayor of the City of San Bernardino . . . . . . STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) I, SHAUNA CLARK, City Clerk in San Bernardino, DO HEREBY CERTIFY that the COpy of San Bernardino City Resolution No. 'od 'O"e't COpy of th,t 00. 00 file io thi, Office. . and for the City of foregOing and attached is a fUll, true IN "TNESS WHEREOF, I h'"e he"Ooto 'et my h'od 'od 'ffi"d the Offi'i" "" Of th, City Of S,o Be'o"dioo thi, d,y of ' 1986. City Clerk , F' . . I f ~ . . '" c> - ..,-~ .. ~ ~ .. ~ . . ~ - .. - ~. '" ~ ~ ~e:. ~ .. '" ~ '" , ~ . . ~ . ~ ~ ... _.- ~...~ ~l1J::o ~ .. ~ .. " .." ~ " ~ ~ ~ . . ".. '" . c .. E" "..~ .. .. ~ .. _. " ~n ".. .. S- .. .. .. ~- . ".. .. .. ~. ~ .. .. .. ~ ... .. .. ... " ~O - .. ~ . n .. .. ~ .. ~ ... .. .. ~ ... .. " ~ ~ .. .. " C .. .. ... . .. - .- . c> c> "' "' .." .." ~;:; "' "' Z ", ~~ ~ ~ " " "' "' '" '" ~ '" "' c> .. ", "'- '" - - ~~ ~.... - ~ ~~ "'~ ~ '" ,,- '" c> c> -< ~ .. "' .... ~~ -< "' ~ '" c> ", -< '" .... ~ '" .. '" "" "' -< '" "' '" -< t>!l:;l ~~ '" '" -~ -- ~... "'~ . "" o;...It>..JI t~ N ~ I I I I I I I CO il%I lXJ a:J a:'I 1%'1 ao ITIl'T'tmm".,m m ClIClO'="c::t-O :=o:;:':':;o::O:O:%,:=O ;:0 oOeCJoCo OOcCJOCJO ~~~~~~~ 1'-.11'-.1.....,....., I I I I I t:D t:D 0:.'1 tlO a:.'I ::t> ::I> ;no :I> 2> ----- % %::.:::::::J::Z:: '" - c> - NNo--o-o--D __~"':'__N OOGJCD...........c:r- .........,-oLn..........UI uLnm.amUll....., ??,O? ~la=~ o-o-UlU'l_...... NN_("oIo-o- ~~~~o-c:r-..... ""Ln_'-"mmN OOmCDOOG:l ;; '" UtUl;:;~<::;~~ o-O'-t.nUlc.J'l........ c;,..,jO_"".....C:O....., ~~?~o-~.~ N_ONNUI..... (..flUlOUlCJIOC-" "" c....l...... "" "'" "" (A ~ c...l "'" !-"P'~~UI 0000000 00000 _0'-1UI4Ioo.....:,...,....., - , , '" '" .. .. -< -< '" '" f> ... c> ?? ~ ... '" - ...~ ~~ '" L' "'''' __(AUlNN..... .... .... ..... ..0 CD ..... .. ... ... ... ... ... ... N_Ul..O......,...JI _..0..0....._..0 -.I N""?UW~-o :...~ U.Ul-...a uIXlNmO.......... c: '" -< =: " "' c> .." '" c: c: ",2 '" -< "' ~ '" c: ~~ . . -< -~ ~ - "' ;;; _ c ..::!: -< - '" ~ .... z -< '" "'~ .... "" z .... -< -< ~ .... -< , .. ,~ ~'" c> '" ....'" ... '" "'~ '" .... -< -< , ~ .. "'~ '" c> ... .... '" .... ~ '" .... -< -< , ~ .. ~ '" c> c> ... .... ~ .. ~'" -P "'~ '" '" z -< '" .... ~ -< '" c> '" -< z .. -< .... ~ ..., '" '" c> c .... '" c> ~ '" .. ,., j;j -< ,., '" "" -< ~ .. "" '" '" '" -< , .. ~ '" '" ,., '" "" -< ~ :::0 ""~ -0 :;!~ ~ Or- .....0 ~.... z~ ..,Z ~.... ""> ZC') >~ ""Z 0"" z-< 00 . ..... "".... ""':z:: .,., f;<h,h,'+ ''1/' .... CD 00 en . .... , '" . ~ , '" ~ c "" -= '" ,., ~ -< ~ " .. '" "" ~ IFiiiI cs=a> IFiiiI :t"' ;2; :::0 t'.o o = ~ IFiiiI .~ ,) .- . . f "'-;:i.' .,"',.., . ~ . . '" ... ... j~ ii51;5Ii=si= g >>;0 _~~gi2 -<=_0:0 . :::~ ~..:;~.~!i2!~~~ . ~= ..... ....~ ....--- 0; _."",Ull n__ ~ m;ll i! ~"I ~ ~~ - - --~I ;;l!in ~ ;II:;: -- - ... ~ lie! _on _ .... ~;J m ;:- . -~ n ~m ~=;: . . ~ ~ ~ ~ ~ - . m ~ ~ ,.. ~ - g ~ .. ~~ 2g~~~~!j~g8g ~2282gc.gg~g g,c<!SoCSo8oo<So .~,. ........:-' IltAc..I --- H~~ j!!I:z " :1 U m I liNg! ! n .:::';e I c: 0: "w_I-.. "~CIOIg;l)- I! UD'! ..... :: I " , ::.:a I' "00 " -~ jE~ I - , " , n I " , II 0 : .... I H~~I a"'" I n~.1 n _ca I " , 1~11!.. ute:; c1; "~1:!~~ II _OCooI I........ " , " , " , " , " , " , II _ , II" , r:!~! 11-" , 11.....e..! , II ~g; : " , , , " , " , " , II - , n:-' : !!g~! .... - , :: ~~ : 11.....0- . " , I: : " , " , n~ ! 1........0 I ,,-.... , !!~! ! ,,0Cl0- , !! o-...! I! ! " , 11..- : II:<:ta: "~UI I II"" I " '-"_ I II 0>>_ I uN.....' II : I: : " , !!~ " . - ". . ::--~ " o-w " -0_ !!""'- II I: " . ,,- .. ......0 " -.... 110,,", II'" .. II NUl II 0_ !!UlN :: I: " ~ ,,- " 0-.... " NCD """,,,,, ".. ... ,,<=> 0Xl II c.> e>- ,,0- _ , ~- o. ~'g: -~ u__ =c1t;l~~ ~~!~'"g ~w we.. U~ w. ~w 'i:=~ w. Il!;: :"'"8:: g~ ~w (...0- U~ w. ~w tc~ w. 0- -. ~i: ~~ ~w wc.. u~ w. w. ;"....0- o. o~ ~- ~~ - . - . w_ w- :-!'"" -. ~~ -- o. 1:.i::: U~ - - ...-o,!" e~ u_ ...fm...O' ~. ~. u ~ _w <....... u_ w. ~w ':..~ ...... u~ w. ~w "'(...0- U~ w. ~w .....0.. U~ w. ~~ w. u~ w. ~w '(..,0.. U~ w. - c.. ....."2 ..~.fj~3S 8~8g ~ ~u ~o ~~ ~ ~u ~o ~~ w :' 8 ~~ ~~ l'! 'l SiJ ~~ ~ ~ ~ ~ ~g ~-o ~o ~o ~ ~ ~u ~o 1(8 ~ - ~ ~g ~g ~o o - l'! ~ ~ ~u ~o N'O ~g ~ - ~ ~u ~o ~g ~o ~ l'! :; ~ ~~ ~o ~o ~o ~ ~ ~ ~u ~o ........0 ~o ~= "" ~ "l .. u . o ~ :; = ::; - . \ 1"1 ~ o - i! o Cl C ~ ~ >> 'l1 :; .j, ~ o . ;!l Ii! = ~ m !! ;:'i ~ ~ ~ l! -~ ~ >> ~ I o i :: 'l; l! ~ '" ~ eX~pi+ "B" . _e_ _e- e . , " " " " " " N Ili>~ II.... 0. " .....- " m_ ". . 1'1 :::~ IN"" II :1 " N II __ II.. .. n ....0 !!~.? ll:i:fK 11.....- " " II " "N_ Il- .. II ....0 II ~~ 11- .. "...01 II ~..a !! 01..... = tl' n.. :- II ......0 II :0;; ".. .. " -0_ II gDl " " :: I! " " u !l " . g~ i!!_ :;jli ;::- -~ ~- ~~ ;1\:;: z_ :;:!i -~ ~ ~ - n"'~:Dr-:Dr-nn..".... 2=~~m~~:;!i!i~ ~~:;:=~;:~-C~!a~ ii'-""'- - ..,::...;0;1.... ~....:;~..\!!!ir::::::ii~:i ... -Ii';F ...--- i~i:!:s 5: ii _.......". ;:;: nn ~5!= !i~ zz cili 1;::- ~>> ~ ~- - -~ &: z _ .... ffi p; ~~ ~~ -~ - - ~c. _0 ~- 0,,0. N_ -~ tl -:.. :;; :. o o ~- !D.!"" - ~ l:H: ~~ ~o. ~~ ~~ ~~ We.. ~~ ~ ~ ..-.A.."" ~~ ~~ ~ ~ ~~ <...';.. ~~ ~~ N - ~ ~ ;:n!: NO NO NO ::i_ ~~ 0.0- ~~ ~~ ~~ ~~ ~~ N .- ~ ~ N~ NO ~g NO ~- ~ ~ --"'0- ~~ ~~ ~~ ~o. ~O! N "" ;; ~ N~ NO ~o NO NO -- ~~ Cae.. ,. ~ ~ ~ N 0_ ~~ -""0. ~ ~ ~ ~ N 0:::; -.."0- g~ N .- ~ ~ N~ NO 'i..J,<=. NO NO N "" ~~ NO NO NO 'l ~ ~ ~ N~ NO ~g NO ..... ~- ~gii~gtdiE8~! ~gg2g2g;'2;.g 000<5000<50<50 D ~ ~ ~ ~ . ! ~ " ~ l!- I!: :< :;: u; ;;: ::i ;;; - s .. . n o z "l z l'j ij ;; , - ~ ~ n ~ - ~ i' ~ ~ !i ;i\ Z '" - ~ >> z ?' ~ >> Z I i!i ~ o >> ~ z ii\ '" c "'- . . . NOI.l:>3S SSO~:> 1'11:>ldA.l --~ "._1__"___."'- -.--....-. ..........l. .--- ~ .......---._~ ...,....., ----....-- ..... ----~.....~- ..,. __No. .._. ___ __.~...-;:~i~:~t~ __", ," -....~ -- ...--........ -..-.... "-' ..- '-... .-....-..... ....--.-..-.-. . """"'" .-. I , ., '.- , ,......-..-.-.. .._...~..n.. ..... J i 0 I ~ ,I' ~ ~ 'I'; :: , ~ . I 1 ) , Ii " m N I' - i ~ , , ~ I' I (~ I III ~ .' 1'" . I ~ N I ' , , ~, I :i' 'I CD i .0 " , I- - '; 1- Z :~ , '" ....--.. 'I ::>) , ----'- in -I h I' ~ I i !I..' - 'I~ l: 2' '. *;:: ~ -. I: I <( , I I- ~i z ~ ~ ::>~ h . .' , - . ...... l 'f '1' 1'= I ...'= .. ~ ~.Vi ~'f . " li .Q1 I I I- i - I .. ' l J ' :<1:;; . - -.'~ ... ....... ., rn -0''''- __'n. ....... r L I" I I 1 , A. ! ; I' " , ~ . " I , Ii m - ;; IT- I .. .2. > III ....r, , N ILl I- , Z' , ::>' ,. ~ . I Ii m N . N c:( , (iij = = ~ '$ is @,\ ~ Iffi ~ ~ l, l? ! J 15 dl (f) z c:( ..J D- o:: 0 0 ..J lL. 'if ~~ " ' -~;-._- t' I ~" .j,. I; . ~ i ',' Ii I: m I: N !" h .. ~ , . ~I !. i".i , ' J '.. .. 0 ." ~ . I~ I- :CN Z . . ::>:, Ei- 0hiJ- '1 l't'l' I, '-- ! . i " :;'; L I! . , ~~- 2 8 l\ I III I :~ '" ~ 0 -I- ,Il~; i I I I; . ~/. UI =i IT! . ~ Z .~ t f j f. f i l :$ 'f tit ......- ~ . '1Iif,llllll,!,!!!!,!!!!!! Il!!..' ;'JI JIIIII . I" ~m :::::: I~~~!! t If ..... 111111 Hl'lni,' !f:1 f . ..... Iu f I. 'I~ i'i i..... f:n..S ....u III ! II '".j .. , .nn UIIII 11111 111 f I "' ~:::: : ::::: I~:ii 't I ,i HlP 11'11 nUl i ! . I . It !! I i' I I ! ~ I , i. r----- "' . ~1\ D. ~' .. tf.l . r1 t~.l \ ~ r.a ] m,.. :~ 1 ':.Ji '\\ ~~,. ::rlL.... 'r" "" ~':"'Dr :~I"1' WI', :;:; .' . ~\ '\ 't " L"t.. ' ~ .~? J 'I'D .~ L,,:j.:-;- '. . '1.MI"~ . rr:x- .. '0 . - ., n' . ~" "" ~ : ~ ~ ~ . ~'~._ :'" ,W".t;A \" '.:r ~ .... '~t \.~-.: ':>;g '" . ~:i.t-::~ .,' .' ~ " , '. ~ ~'~ ~~ .... (XI . :,,~' . . ' , ".?:Q.... ". ,^.~.?), \.. ~;' .-m',' '1~ "- ,./: lWm:~; ~~ ~/ . ,,' :) .,,,. . ~ ~'J ~".,r. . ~ ", ~.... ~ .. r;;z ~ 1..... .';((.~',' ~~ ''''', '6of~ :?'~~'.A'''-'''''''18 -.1f':;? ". . " .j.. _ ""::Ill ',. "'" .. ~Q.' ,t'J.: '. '~>-- /'-4.... Ii"~' ::-..........'1,. "_.,,...... ~~l' ~~~, "- ',r. t::~~ ',' ~... '.. L'''~ ..:%--....(.,~~:;.. .a:l."-'\, "-" f . , . r. . r~ ... ~ ~ . II l~"'r.)~ '." . . .,~vl~..~~'~ ~ I " II 6 :I.-;\;' \ [.f.'2t, -c---::.: CoT ~.~~' ~":':-Y\. ~ ~ j~ "- III ;...,- 'R',j ~,' w~ .. ,t".. ~'r .r:r. 0 ::EO ~ !Ir . '1'_ c:c F' ~ '. - . '~,i, ..........1 !I~"'~"~l r. /}/:;r1!t;t.. ..~\,r ~:.' ,.:,.~~:~:- '0- '15' '~~!,II .j': ,;; 'll: /.,. :-;- , .'" ~n.-1''''-~ . , . ; ill~ ,....il';' '" . '....... ' i '} ll."I[" , '" "n-~ ,.':""," ..' '11.' ""'. i ::....n!j. "i:M' ",I-u ~. '<.\kl?> I j' ... M' ." ..~\~~ '< .". . ~ i~r:J. .... -....' "~',r ".' (~.. 'r' '/ ;" ll:l~" ==f/Il~"" · .: ::~:I~ '.' YE2~'rA..0. ,,"/ ' r\ ~ ;. 1,- r~'l~~('\.,.. .. ~l ~~" I "j{'i'." C' ~ .t.''lt': . . .J.)o, .11 ."\~ .' ':: r.:;.; /~ ...(- g ,r . E,":" 1.. ',/'3 ..... :.1.,: ." Z _:!:i."" rl'th'.' .,.. "I. V"'" .:/ ,-t,;:: j1 .: ~ : .. ., .... ~ ~ ", Z ~ . . ~! I a..'.. . ' ,.~} 0' f I '''~ j ''':Z,~? \::~ ,.~ "~ .: :.~ · fi'"~~ ~ f!J) ~'. Y II gl,HiUg ~,-" ." ~I'" an_ .. =-t li"'" ffl ~. I.,:t> .N"'\ " 'I'. i ~ , y-~i :l! ;; ~!=U~=. "l . I IIq ~,I. HllH rml.'l} I'" !!p: 'jill, 'I" !!!!! Ij' t f II ;uu' I. ii Ii mn ~ .: ii.m II I, ;;;;~~; : : Ifill ::m:: ~. I u....;. ; ~~~~ . J!.." 111111 . I ~m :::H: miff . I ...... !lllll '":a JIIIII [)Lit,; bi} 11.1) " iTI X ~ m ....~ ::u . . 5 ::u BUILDING TYPE 2 OOBJ m , .. ... . I - I ""I 5 ~ en i I ~ l BUILDING TYPE 3 ~ . '. ~ ~ 'g ~ i . == e c c (@ &B ~ BUILDING TYPE 4 .. .. EJlubl} )> __ __~' J;::" (101 .. . ~ --....- . . ~~~~.;YPEI m3 . I ~ I . . . . . . February 12, 1986 BY PUROLETTER Redevelopment Agency City of San Bernardino 300 North "D" Street Room 320 SAN BERNARDINO, CA USA 92418 Attention: Mrs. Ellen Bonneville Dear Sirs: Re: Ca1-She1 Apartments Multifamily Bond policy Fees and Commitments The developer, Ca1-She1, A California Limited Partnership, acknowledges and understands the following fee and monitoring requirements: 1. 2. 3. 4. 5. $550 fee submitted with application: $10,000 fee for TEFRA Hearing: 1% of proceeds at closing: bond counsel and review counsel at closing: 1j8th of 1% per annum for monitoring the set-aside requirements: and the market feasibility study to be done by Empire Economics. 6. Acknowledged this 12th day of February, 1986 by: CAL-SHEL, A CALIFORNIA LIMITED PARTNERSHIP ~--- -::;....------. y~-- F " - - - / <__,r / 720 - 475 HOWE STREET, VANCOUVER, B.C. CANADA V6C 2B3 (604) 689-2944 . etN /,,1- "'p" . " :: :: !! ~ " 0 ..- " 0 " 0 !! ~ :: !! :: ~ " 0 " - " ~ II !: " - I: " " " :: . " ~ .r.~ " ~ " ~ " - I: " " " I: c::i " . " 0 " - " ~ " ~ :: ~ " " " " " !I S " 0 UN " N " ~ " - " " " " " " II ;;; 11_..0 ~ !!! " " I: " II a; " ~ " - " . " . " 0 " " " " " :: " ~ " ~ " ~ ..- " . " 0 " ~ " " " I: .Ii... " ~ " N " - r. ~ " ~ " . ~ ~ ~ ~ o ~ :5g~~~~!g3 ".,..... :::llItnUl .... So ::IOcnO:ZOUltn...._~ ~......... "'1- 5~~~SQ=i~ ............. m....__...._ ~::le-,,"Mm :D m_:.t__C<_r- ~~:a~~~~Z Mo.nZU) mZ~"~ :zoo_"".,_ .....,..,0 ~ ~tng~~ ~ ..., ::Ir 0 2>- r- ".,::zr-, o ~_ ~ 0 ~ ....F~_~~_ ~ 0'--...1_-00.",,_ ......-4__...,._0-.......... m_lA....m..oo.......... ~~~~~~~~~ ~!::!...,!::;'............::C>....... _F~_J-"~....._ ~ ~~;:j~~~;;......~ ..CD;-..W:-.._ ;,0....... ~..UI o-m_LII-....o.......m_ ....................-.................... ~!:::!-G~m_~...o "-IN.............. ...... ~~t:~1::~S....~ ~:-~:-!-"!D~~:- ...CD................aUlUlW ~~~~~~~~~ ....~~?_....:-o.... :-0 lA.......O...........- 0- _..oVl..a....NClDm_ ~:-:-~~!""~~~ ......mC>_""...._.......o ...........UI......NN-o....O ~!:::!_~.,.........~D"o- _~~:-~J"4_ ~ ...........U1.........,..o- m ......o.........N......omN ..m:-:--_......:-~:-!""!"" "->>mO'-__...........o-_ "-1'1.-10.................0.-0 ~t:'.....em.....~-- F~F~.:-.... .... _...............,-0....."'" CO ~;:!~S~gg;:g::; ~1:~~~~..~::~ ~t:!'as!:::!"O08.....D- . ~ ~ o F~?_""~.... ~ ....m....,_""'N N ~;:~n:j&3::::;lt;; u.~"":"Ca~:e.';..,N ..........omm..o_.......... O!:::!N!::;'....,...,~........... ;::::;....=: -... -- ....-:.,:.:.-:..........-u.i:::i...._ ~~..~JiC..g~.?!~..~ ...CDN.....O__....,_ _C"'O.............,CDo--o-o O~"':::!'O'08CD- ;:3c...o;:;'_.. (..ol':..,:....:,........':..,N_O" ~-4N'ON'-'It.-IO..... o-_CDUI....................O __m'-.:.:--"":Ou,(....o.. oc...ot.-l-oc...oo-v.o_"'" c...o~o-~_c...o~c...oo ~c...o_ _..... .....":..,'-.:.:"''':..,:ON_m 'O"OCDO-....."O.._CD !-l:-~~.;.a~~p~ CDoao-..oo-...._Ul_ _c...o..........oo-tJl....CD U1~....~N_~-'OV'O ~ ~ ~ ~ o ;;l o o ~ z ~ ~ o ~ ~ ~;:..~~!2 n m__'"'I:I_..,.,1;I ~ ~~;p~::-~~ ....._'"'1:1"'0:"_ >>:z_ -< mm...-O-O......M_ Cl:::OXlzmm_Cl-C::E ~""C:;Lnc:nXlXl~~mg ....!2~:g~!i.~::2Z'~ _O_>>'"'I:I_cr::::.cn >>cn" Xlm_>>zro:ll: ,=,cn:::!m~:.~:::co==~~ ::i=:~~;;:~;;......~;:2.:a ~:; ~.. g 7;';:;:;:;=;::g >>je J,!. ii'~:::'J':::;:;:; ...... _ CD tel"" '"'1:1 XI bZ M M_cn~:' en m_ ~~ g ~e < ~ ~ ~ ~ ~. OoN C:.~N UI 0. UI- "" . ~ o 0" O~ ~~ ~;:;~:--' c...oQc...oCEl c...o_ Co <r:l N ., ~ ~ o <; 20m ~_ ____....................._ m.."XI~c.__ClQO _mQaCl__~___""CDCDteIteI O;:~II::J~je;;:~i2i2jegg!i6gg -.:1_ m ~ I:: 3::11:11::Z 2: m_,..,"">>>>.......>>>>:II:____ ~~::::-Qg~:J:g~~N....).....- :::..,~~;:;:;::j:f;'...:::j;~':~~~ ___<:<:.....~ 0 ....,..........____ m~<~=li:<;; iLID-< Z %::1:::1: .... z,.,>>...... >>... >>,.,:>:1 z<n z,....,.......::_r-z,...., n,..,.......... -... _ Z OU)_-<_~_1::2>>_ ~ a..,.,iIi; :li:.~r-i2 =->>0 ..,,__ ~ m~~~~-<F~z ;;: il: _:::!:-<!is :>:I Z........ _m::ll ,." ...,,::::11 Z m ~ .~ '5 ~ "" ...,.., - .- ~o . - c ~ i;-; ~ ~ - ~ o < ~ ~ ~ ~ ~ ~ < i;l .!'-' ~ ~ =~RO::!::!~ c...o_;s6:o.o- ~~23~~ CD.....__C"'OO :c.:c. m:'" 0 0 CD'-.o LII..... Co ~:=~ ~ o ~ ~ ..,o-_N.o CDQNCZlN ~!::~:j~ LIICD..oCDN 000000 :""a..a..a..a.. CD-NO _ D'- UI UI ..... ..... N_"'o-_ c...o~No-..., ~~~i8~ ~ '-N Y'~F~p:;~~~ "O...,~"OCDD'-...,_ ~p;::;~q~:;;?~ OQ'OOCD..o....... 0........0000-0.0- ~ !:! ~ = z "l ii -~ i! ~-~ ~ ~ ao ~ B~ ~ ~ - ~ - i c~ _ ~ ill'!: ~~m ~~i!l -i ~!6"'" .. /Ii .. ~il ~- - :;;:1'\ - ~ ~ ~ m ~ ~ ~ ~ ::"P."~ ~ ~~ ~ ~ .. ~ ~ ~ ;l\ ~ !:' ~ ~ '!: c !:' ; !> ,. - _ N N~ -:.....~ - ~ 0 - ~~ - 0 ~ Cz,'-.:.o 00 0 ~ ~o 00 :;: N~_ " - n ~ ~ ~ ~ ~ I ~~ ~~ < < c ~ ~ ~ ~. Q Z ~o c 'f ::; ~ c ~ /i' ~ 5~ ~ ~ ~ :!1- < 1;: ~~ :;!:;;: ~ ~ ~ go ~ a ~ zc ~ z ~ o- X 0_ ~~ m ~ 3 = ~ ~ ::;; ~ ~ - " -~ . ~ No ~O -...'-.:...... .,~ - ~~ 0 .. c ~ ;;; 6~~ ;;;!E c_ o _ ~;: - ~ ..c - ~ ~::; ~~ -~ o _ - ~ !:! ~ - ~ z -~ ~< c ~ ~ ~ :: < i ~ , ~ . o ~ ~ ~ o ~'!i ~ z ~ ~ - < r"h-thl+ \'~ II . = , = " :: Ui , ~ =~ " m " ~ " - = = " , : :;: , m " - n ~ " - " " " " " " = ~ , ~ .- ff~ " - " . " ~ , - , m , " " " " " " " ~ " 0 ~ _N " 0 " ~ " - " " " " " " " :: <:: " 0 ..- " ~ " ~ ~ - " " " " " H ~ " ~ " - " m " ~ " ~ = " " " " " " ~ " 0 " ~ " - " ~ " ~ " ~ " " " " " " " " m " ~ " ~ " . " ~ " ~ " ~ " " " " " " - ". " 0 " - " ~ . .-..~......mooeoS'::; "'i5i!!~~~:;j!!: m~-~~mim _,..,:lala:..... __ ,., ...... _CD"'" _ ..... ""-..... "'_..~- :;; ~!!;z=!::~c_~ . ....,..,cn"'O__~_ ~i:l-~;lii" S;; ~~~._'" ~n ~ i....A~::: ~ ;0 ~!1l'; o ~~ - !il __F~_~~_ ~ -N_.a~~_ out...__ _0"...... ..._~_ ..oo_~ ~u.~'i:1~~t:~~ :::!!:' -c:t ~ Nl"'~:: C>..... F.!-'_~~_ ~ :;:!::U:~:::~~O:....~ ~:-_!,A:-_-_..ay.~J1e t=t:==t:~~tA:t: ~~.a~IlD_~_O ;::; N;::........ _c..I N'i,..,'O-:"'-v.= _ Do...CA_.................. N___",_<.-o_o mu.-:...:....-:.,u.u.":.... O.........._Ul...._mCD -!:CD!:....c..l~o-..... N N;::.......... _"" :::;~~~~~~ID: ..0..... _...... 0- N l'~..... ~~8~~~-=:O~~ al!:...~o-N~o-.,.. F~:-~~_ ~ ~~~:;j~::O_~ .!'..l:-_!,A:,:-~:-~_o- OUl...m_.........o-_ ~e:~e~u:~~~ ;:::;....=........ ~- ...i..J-:.........:a-:-...." <0 J;:~13fJ.~~;5~~~ Uft:~~~~!:!3~~ -~ii5!:::!~o8...._ NN___ ~ ....."",.."mN~c...N ~ 0".........,..00__-0_ Y':-_....Y'~~~Y'!D ~~~~=....~~!::: o-~N~.....:::~N..... F~:-_-_- _ _- C:!:::~~~~t:jc;~ _.....:-_.a!"!D~:-~.:a ~t=~UfS:~~::O D-~"~:::!-o-o2CD- ..........-... - CDN:-~U,-.....~_c... Ul.........I.,g..............oO VI o-_.............U1~.....O o.u.';~:...:..'".av.-:...o. ""'........-0(..010-...._.... -O!:_~_....~4""O .-~~:-.-.!"'.... .!"' ~~~::~::~=:: _....:-........-a.""....~,!:A -u_-a_...._...._ -...._Uo_u........ ....~~~N_:!!-a~_~ ~ - ~ ~ ~ m <; e ~ ~ - ~ ~ !I! ~ ~~.- ~~~ r".... -.:0""0 _ ..... ....c mm _ -.:0 __ ~~_m&\~........~;$\~ l!imlilmcUll~ -~ _..... _zCl_:a~m =~7." ~:::;i~"'c:z 0:::0 ~P>~~""....=~F CII:ID:;D....m_ 210-.:0 .... mm cVJs..........,....:z_ =~ ~.. 8~;;;~~ ~1Z J,!, ...~~=;;; r...... r:;. ~....~;t':" C)i'!i C""J_G">__ ie ~;;;; ......~ g - ~ - ~ ~ ~ ~ - ~ ~ :S:N1 u<8~t:! M M .e ~::~;:;~~ UI UI "" 0 &.01"" __w"'c_ . ~ "'..~Z>..u__oao - -,.,aol-'::J ----........... ~=~~ 4~~~~!!!!! c:!.E;;= ;:=-~2~;':i;':i;':i;:: ~4n.... o..........!Ra =....~..;;;:::i=,..,:::;s::;;1;:=i:1: ___<<_.o_F,........___ 4n~-~Z>e... ;-~........c:z::z::z:z --~~~~.. 2Iom;:l:l j!l;n:_A'",....~;:"r.!5~ "'~II--I-~i!I'~ .. !i~~ :l_'" I' ~ "'!!i~ ~..:l ~__ ~ ~ ......:.:!;....c5ig ~ iIFi;..... _,.,~ 2.."..... ...... ~ ~...;:~ .... ~~,., ~ -. ~ .- ~ ;.: ~ ;!;f~ o . . . ~ ~ :-' .... oGO_to.ll __Ul__ .... ...._CIIIO...._ ':.."w'O':oOf..., ...N....UI......CO ~!"':-:-~p -o-Gca_oO 00 .... _ ..0 u< _ 0 :~~~;: ~=~::;j~ 1.Jl_-G_~ 000000 u.c..c..c..c.. m_to.llO_ _U1U1_... ....-....-- ...._No-.... g~~~tc ~ ~~ ~..~~El~;:;:~ -0_....-0_........_ ~t==~g:::s== 00:00..:0:"':'" 0_....0'0_00_ ~~6 @ " 3 o m Ii m ~ ~ ~ 11 ~ - ,. '" _ 0 - ~ S?:l ~= - - 11m m _ ~l'\ Iilm ~~ .. ~ ~ ~~ co 00 M _ == l!z i"~ r r - - '" Ii! i ~ ec;~ "~m ~~i zm ;:~,., -~!; j!i:@ ;:4~~ ~ ~ m ~ ;;\ i:l '!l ~ !: !:' ,. ~ ~ - ~ ~ m - :::;tJI Nc...._ ~m_ - 0 ~ i::~g ~~- I !i z - - m~ ~z _ r ~ - = ~ ;,.,#=;I! ~ << ~_3 i" ~~ - ~ ~-~ ~m ~ - r _ '!l ;l: ~~O m -~ ;:; ~ !~. ~~- ;; - - '!l~ i)j ~ ~ ~ ~ ~ ~ - ,. - ~ ~ -~ ~- ~~ -~~ ~~- ~~o l;l !! ~ ~ 6~~ -Ii !S:::; ~~ :"'::: -~ _c -. l!l::: :"'m :"'~ -~ 2 11 m_ ~z ~r ~ - ~ ;:; m 3 ~ ~ m ~ , I: o ~ ~ S ::l e e . . . ,.. ~I:-- ~ ~ ~;;.... .if ! ;;-;;: ~ ~- -~~ . ~ " ... ~. W 0 8 c.::... -~ _01( It D 0 s.i!- ~s.: W ~~~ i'== _ 0 0 . 0 a i-I( ~ 0 - ~ . W 1'; ~~ a~ o ~ -- :;1 . o = o ~ :: ~. ~ 0 -~ :~ o ~ ~ " o ~ ~. ~ W ;' .... d ~:;; i . e:~ _. i il- lla o ~ o ;;- ~ o :0- :;; " W ;:;- l'. ~ i % - ~ ~ W i -:- en ~~ i:::: :::i!! ;Ill!: !i ~~ a~~J;J;a;r:J;;~aa~ a;--2cn:5!::lI>....~c;- _~~_~s;:~--c_....a .,~:Ia.... _ ....,_n !5-..;6..~Si8~5~ _~~&nil; a -- w:';:;."ij ~ !ill -~ ~ __,.., '" n" ~u; 1= !~ i1!! ~Ii i -i! ~ en ffi e . e . " ~ " o o o o NO ~l~ :- .}"~ _O_"'~Nh! !:lW_"'o :0: 2a"g~n~VI~ga:g: ~ I ~~~~.~~~~~~~ o -- 'C...... -- ~~ ~': . .... _W ~. ~= ~W . S!: . -. i~'i;g ."'. e r. . .0 , - ,,0. , _N ,,~- a' - Rt35 E - a .0 , . ".. :t::; .. - ,,-~ II N..a ,,-~ r. " 0 " 0 " , , . . - . . - , "I!..a: :-~I "...... I :~~: "Nml " , ~ : " 0 " 0 " , "N , lie. : ~~~ I: ,,-- o o . . , , , I 1 ! 1 , i , ! , : , o o o : . i : , , - ::~ u~<:t "N~ ,,- . ,,~- , .. :: N.... , , a " ~ =....-0 "ww "!'"~ n o-w 11._ ::""'- , , r. , ll!'" " W 10. .... "OW II'" ... tl .......... ,,0_ ::l.JI..... H " " - ... II ....0 " NI!lD " c.<IN 11- ... " oeo "co co :: ...... w -~ - - ~!'" .w W. -- ow i~ -- .w 'j,,1: .- .- _w -....0. ~~ ~;: ~I: .- i;: c....a.. _w N _ ~-- ;::Ci~!3~ ~~~~~ _w we.. ~- ~w ~~ wW ~- ~w -~ ....0. ~- w_ -~ ':a~ w_ _w '4....0- ~- w_ ;;::0: 'N;; 8- _w ';...0. ~~ N- ~!'" _W _w w_ _w 'i:i:~ wW w- :-!'" _W ~~ -- 0_ 'Qr: ~- -- .w :i: W _ ~- W I: . - _w ~~ ~w -~ ~~ ~w _w -.... 0- ~- ~w _w ~w ~- ~w - ... ...."2 ~===~:i5 ;.i::c.g aNSa - N~ ~::. ~~ - :::~ ~~ w ::' g !-1~ NO :::8 N ~ o - - N~ NO NO NO NO ;: ~ - N~ NO NO :::8 ~ ~ ~~ ~g N - :::g ~g NO ~ ~ ~ - - <" _0 ;"'''0 NO _0 ~ :; - - N~ _0 ;""'"'0 NO _0 ~ - N~ NO ~c. :::8 :; - ;: ~ - -~ _0 NO NO _ 0 g ~." ~ : ~ = ii = ::; . o ;; - " ~ o a . ~ o ~ N - ~ W . . :; = ::; n - ~ z ~ ~ o ~ ~ ;Il z ~ :;: Ii: :< ~ ~ ~ i Z' - - z - ~ ~ I o ;; o '.: o - . - ~ z ~ !!i ~ . . eu liil:1~~j=g~~! g ~ . ~ilii!i- III ~~ . Iil~ ~ - ~i:n!j" . ~ ~~ .....,;p;..~.~ 5t c .:. ~~ =..~;:;;~ 51-==- ~ "l . ~:ll Iil!:;:_!i ~ Iillil . iii -~ ~ ill:: ;;;~ "_ U'I i.... " ~~ 1_ 51 ~ ~ . ::l!l is 1\ =- . !l1 " ~= ~ l ~ ;. !i :. ri1 ~ ~ ~ ~ . ~ ffi ~ ::l ~ ~ - ~ :;: r: " I' - , m ,. U~:: JiF -- III I:l~ ~~ :;~ -. c...c.. :;; 1:l~ ~. ~~ ::: _m - - - .- e8 -- III - .- ~~ -- 1:ll1: -mc,.. .. c...o. 1:l~ -- lil~ ~- '!l :;: , .~ -. " " H !~:- .0 m_ - - =:1= .-..~ -- .- :::~ . . c...a.. 1:l~ :::=~ -. 1-- ::l~ t:~ '!l u; . = - a-- -..'0 .- - ~~ ::~ .!".:'" -- ~ :.'fR m. c...o- 1:l~ c ll!~ ~- '!l ;;: - .-- -. ~ = = - u;:j_ == .. . ~ ..0 j!F - I:l~ ~ =~~ .-- ~ , .. . c....o- NO . -~ ~:: :;; " -. ~- I:lg :: ~ " ~- . - -. - :: ~ z " - . . " ~ " - ;;! .. ""- II... ... - - !G :: ~~ -- N :::~ 0 "-GOO .!".:'" -- ~ ii II... .. ...... ~g . .- -. = gill g~ ~- '!l ;;; , . -. _0 " '.: . . 0 " N ~ " - :::- " - ~ " :.. "'-'lUlNg wc.....-:.,.~ ~ " ~ !! :; !3?-1J.~.. ~iA~~~_ ~ - :. 0 ~ " gUUUUU i1 !I " 0 " 0 c " :!! ~ . I . , .~ . , - I I I I r tt ::~ . " I . , r e~ . . . I r. ..~- , . :,k , ,. r , . ) I': t .... '- " "- o.f ';>,1" . :r i ". ~ ~. ,~ \'l,; , ; " ~ " . " "".,.., .., I ... , . i i' , ~'r. t t' \' \ .'\. 'j. , , \ L '.. . ~ ~.. , : S(\; ... \ I \ '- " , , . lr " . " ~I , '. , ',. \ . \ " .~ '~~,. ~ :~ , '. , . I . "' . ~.' ; I ., l t . to. \ I . : , ;'. '\. , ""10' ..... " I : , I \: . . .. , . :'."1 " " . . 0'. 'f. , , " '. . . : t ~\ " - . '. ".- -.,', . , ." , ," ? .~ ,,'." ." , " " ., . It