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HomeMy WebLinkAbout11-Community Development . .41 IlIIl - l~ J:l CI,o OF SANBERNARDIO> - REQUOT FOR COUNCIL J/::JOt( From: KEN HENDERSON, DIRECTOR Subject: SUBSTITUTION OF TRUSTEE AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH MULTI- FAMILY HOUSING REVENUE BONDS (PUMALO PALMS PROJECT) SERIES 1985 Dspt: COIIIDunity Development Date: October 9, 1986 Synopsis of Previous Council ection: In June, 1985, the Mayor and COIIIDon Council issued multifamily mortgage revenue bonds in the amount of $9,350,000 (series 1985) for Federicks Development (Pumalo Palms). On July 21, 1986, the Mayor and COIIIDon Council heard the first reading of the amendment to Ordinance No. 3815 and requested an analysis of the advantages and disadvantages of out-of- state trustees for municipal financings. On August 4, 1986, the Mayor and COIIIDon Council continued this matter to August 18, 1986. On August 18, 1986, the Mayor and COIIIDon Council adopted Ordinance MC-536 amending Ordinance #3815 and directed the preparation of an amendment to the Bond Policy Guidelines to specify the terms under which an out-of-state trustee would be permitted. Continued to next page Recommendsd motion: ADOPT RESOLUTION Contact person: KEN HENDERSON Phone: 383-5065 Supporting data attached: YES/STAFF REPORT Ward: 1-7 FUNDING REQUIREMENtS: Amount: N/A Source: ALL Finance: OCTOBER 20. 1986 Council Notes: 75.0262 Agenda Item No. JJ II, .... ~- ... - o o o SYNOPSIS OF PREVIOUS COUNCIL ACTION: (cont'd) On September 8, 1986, the Mayor and Common Council and the Community Development Commission adopted resolution 86-351 and resolution 4924 respectively, amending policy guidelines on bond sale procedures. o . - 4. - t::.... ~..~ CI'IO OF SAN BERNARDI~ - REQUIQT FOR COUNCIL ACOON STAFF REPORT In June, 1986, the Mayor and Common Council authorized the issuance of multifamily mortgage revenue bonds in the amount of $9,350,000 (series 1985) for Federicks Development (Pumalo Palms). Ordinance No. 3815 requires trust companies or banks having powers of a trust company be within the State of California. This particular requirement has caused Fredericks a number problems inasmuch as the original trustee was an out-of-state company. To temporarily remedy the situation, an in-state company has been operating as interim trustee for the Pumalo Palms project until such time as the Mayor and Common Council considered an amendment to Ordinance No. 3815. The amendment was intended to specifically allow trust companies or banks having powers of a trust company either within or outside the State of California to act as a trustee for the purpose of municipal financings. On July 21, 1986, the Mayor and Common Council heard the first reading of the amendment to Ordinance No. 3815 and requested an analysis of the advantages and disadvantages of out-of-state trustees for municipal financings. During the time between the July 21, 1986 and August 4, 1986, Council meetings, staff received two (2) memoranda from Sabo and Deitsch, in response to the request from Council. On August 18, 1986, after considerable discussion, the Mayor and Common Council adopted an amendment to Ordinance #3815 and directed staff to prepare an amendment to the Bond Policy Guidelines clearly specifying the terms under which an out-of-state trustee would be allowed. On September 8, 1986, the Mayor and Common Council and Community Development Commission adopted resolution 86-351 and resolution 4924 respectively. These resolutions amended policy guidelines on bond sale procedures pertaining to the selection of trustee. Attached is the resolution approving substitution of Seatle-First National Bank, as sole trustee and authorizing certain actions in connection with the $9,350,000 City of San Bernardino, California, Multifamily Housing Revenue Bonds (Pumalo Palms Project - Fannie Mae Program) series 1985. Also attached are Exhibits A, B, C, and 0 which provide a summary of bond counsel activities relative to this project. bond counsel and bond underwriter recommendations and the interim trustee resignation. Staff recommends adoption of the attached resolution. 75-0264 J _ .J.. ~ - Il o o o o SBEOOl-14l/l89lS/kl 09/30/86 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO. CALIFORNIA, APPROVING SUBSTITUTION OF OUT-OF-STATE TRUSTEE AND AUTHORIZING CERTAIN ACTIONS IN CONNECTION WITH THE $9,350,000 CITY OF SAN BERNARDINO, CALIFORNIA, MULTIFAMILY HOUSING REVENUE BONDS (PUMALO PALMS PROJECT FANNIE MAE PROGRAM) SERIES 1985 WHEREAS, the City of San Bernardino, California (the "City"), is authorized and empowered by Ordinance No. 3815, as amended (the "Ordinance"). to make construction loans and mortgage loans to finance various types of projects, as defined in the Ordinance. and to issue its special revenue bonds for the purpose of paying the cost of financing such projects, and has amended the same from time-to-time; and WHEREAS. said Ordinance is intended to finance the development of industry and commerce and to thereby broaden the employment opportunities and to increase the avai labi Ii ty of safe and sanitary housing which is affordable at. rental rates by persons and families in the lower end of the rental spectrum and there is a consequent need to encourage the construction or development of rental units affordable by such persons and otherwise to increase the rental housing supply in the City for such persons; and WHEREAS, the City has accepted an Application for Financing from Fredricks Development Corporation, a California corporation - 1 - - . . JIIJ L L ~ Q o o C) (the "Company"). as a general partner on behalf of purnalo Palms Investors I. a California limited partnership, and Purnalo Palms Investors II, a California limited partnership, for the issuance of multifamily mortgage revenue bonds for the financing of the hereinafter referred to Project pursuant to and in accordance with the provisions of the Ordinance; and WHEREAS, the City has, by the approval of the Mayor and Common Council after a duly noticed public hearing held on November 8, 1984, adopted its Resolution No. 84-462, and found and determined that the purposes and intent of the Ord.inance will be furthered by the issuance by the City of its multifamily mortgage revenue bonds as provided therein; and WHEREAS, the City has, by said approval of said Resolution No. 84-462, indicated its intent to issue its multifamily mortgage revenue bonds to finance the construction and provide the permanent financing for an approximately three hundred twenty-eight (328) unit development located on an approximately fifteen and forty-nine hundredths (15.49) acre site on the south side of Purnalo Street, west of Arden Avenue and bordered on the south by State Highway 30 in the City (the "Project"); and WHEREAS, the City has adopted its Resolution No. 85-194 which approved the issuance of said multifamily mortgage revenue bonds in an aggregate principal amount not to exceed $9,350.000 for the purpose. among others, of providing moneys to purchase mortgage - 2 - - - - o o o o loans pursuant to a program of the City applicable to such financing and are designated as the "City of San Bernardino. California. Multifamily Housing Revenue Bonds (Pumalo Palms Project - Fannie Mae Program) Series 1985" (the "Bonds"); and WHEREAS. at the time of issuance vf the Bonds. Section 15 of the Ordinance provided that any bonds issued pursuant to the Ordinance may be secured by indenture provisions in a resolution of issuance (or in an indenture securing the issuance of the bonds) by and between the City and a corporate trustee or trustees. which shall be a trust company having the powers of a trust company within the State of California; and WHEREAS. pursuant to the Indenture dated as of June 1. 1985. by and between the City and Seattle-First National Bank. a national banking corporation duly organized and existing under the laws of the United States with its principal corporate trust office in Seattle. Washington. as Trustee (the "Indenture"). and in accordance with the terms of the Ordinance. Trust Services of America. Inc., a California corporation. was appointed as Co-Trustee under the Indenture; and WHEREAS. on July 15. 1986, the Mayor and Common Council conducted the first reading of a proposed amendment to Ordinance No. 3815 pursuant to which said Urdinance was to be amended to permit, in addition to in-state trustees, a corporate trustee which may be a trust company or bank having the powers of a trust company - 3 - _ JJ . d o o o outside of California to act as a trustee with respect to bonds issued pursuant to the Ordinance; and WHEREAS, on August 18, 1986, the Mayor and Common Council adopted Ordinance MC-536 amending Ordinance 3815, which Ordinance was effective on september 17, 1986 (the "Amended Ordinance"), and directed the preparation of an amendment to the Policy Guidelines on Public and Negotiated Bond Sale Procedures for the City of San Bernardino (the "Bond Policy Guidelines") to specify the terms under which an out-of-state trustee will be permitted; and WHEREAS, pursuant to the Amended Ordinance the City may, in its discretion, appoint and approve out-of-state trustees for the purpose of acting as a trustee with respect to bonds issued pursuant to the Ordinance; and WHEREAS, on September 8, 1986, the Mayor and Common Council adopted Resolution No. 85-356 amending the Bond Policy Guidelines entitled: "RESOLUTION OF THE CITY OF SAN/BERNARDINO AMENDING 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, ADDING PARAGRAPH J TO ARTICLE IV TO ESTABLISH PROCEDURES APPLICABLE TO SELECTION OF TRUSTEE"; and - 4 - o o o o WHEREAS, Sabo & Deitsch, a Professional Corporation ("Bond Counsel") , and Mi ller & Schroeder Financial, Inc. (the "Underwr iter" ), have reconunended that Seatt le-First Nat ional Bank, Seattle, Washington ("Seattle-First"), be approved and appointed as the sole bond trustee for the Bonds; and WHEREAS, Seattle-First conditions of such appointment No. 86-356; and has agreed to the terms and as set forth in said Resolution WHEREAS, the Co-Trustee desires to resign as Co-Trustee for the Bonds, and the Trustee has consented to such resignation and, in furtherance of the substantive intent of the Amended Ordinance and the Bond Policy Guidelines, the Trustee hereby requests approval by the City of its substitution as sole Trustee for the Bonds with the duties and rights as set forth under the Indenture; and WHEREAS, it is desirable at this time that the City approve the substitution of Seattle-First, as sole Trustee under the terms set forth in the Indenture. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: - 5 - _ t-. o o o o Section 1. true and correct. The above recitals, and each of them, are Section 2. The City hereby finds and determines that this Resolution is being adopted pursuant to the powers granted by the Amended Ordinance. The City hereby ii.::knowledges and approves the resignation of Trust Services of America, Inc. ("TSA"), as Co-Trustee for the Bonds as permitted pursuant to Section 712 of the Indenture and in accordance with the opinion of Bond Counsel, attached hereto as Exhibit "A" and incorporated herein by reference. which states that such resignation will not affect the validity of the Bonds. Section 3. The City hereby finds and determines that the substitution and appointment of Seattle-First National Bank. as sole Trustee for the Bonds. would be beneficial for the following reasons: a. The fees and expenses for the administrative services rendered in connection with the Bonds are competitive with those rates offered by other available trustees as of June. 1985, and as of the date hereof, and Seattle-First was available and willing to perform the services required at competitive costs as of June, 1985, and continues to provide such administrative services at competitive costs as of the date hereof; - 6 - II _ ~ o o o o b. Seattle-First was an experienced trustee as of June, 1985, and continues to be such as of the date hereof and. 1S similar in experience to the trustees traditionally utilized by the City and is experienced and knowledgeable in the area of the administration of multifamily mortgage revenue borid issues to finance the development of multifamil7 housing and no other suitable in-state trustee traditionally utilized by the City was available to provide the trust services required with respect to the Bonds as of June, 1985, as evidenced by the withdrawal of a trust proposal as submitted by Security Pacific National Bank; and c. Seattle-First has agreed (i) to designate the Secretary of State of the State of California (the "State") as the agent of the Trustee for service of process wi thin the State, (ii) that any litigation between the City and Seattle-First, as Trustee, will be handled in the appropriate court in the County of San Bernardino, (ii i) that the State courts will have jurisdiction over all controversies between the City and Seattle-First, and (iv) to specifically waive any right to transfer any such cause of action to the United States federal courts. Section 4. The City hereby accepts the reconunendation of Bond Counsel and the Underwriter that Seattle-First be appointed as Trustee with respect to the Bonds attached hereto as Exhibits "B" - 7 - In JIII...t . o o o o and "C", respectively, and incorporated herein py reference, the resignation of TSA attached hereto as Exhibit "D" and incorporated herein by reference and the consent of Seattle-First to said resignation attached hereto as Exhibit "E" and incorporated herein by reference. Section 5, The City hereby acknowledges and approves the substitution of Seattle-First as sole trustee for the Bonds and Seattle-First is hereby appointed and designated to serve as Trustee for the City and the owners of the Bonds with the' duties and powers of such Trustee as set forth in the Indenture. Section 6. This Resolution shall take effect upon adoption. I HEREBY CERTIFY that the foregoing adopted by the Mayor and COIlUllon Counci I San Bernardino at a held on the day of the following vote, to wit: resolution of the meeting was duly Ci ty of thereof, 1986, by AYES: Council Members NAYS: ABSENT: City Clerk - 8 - u 1 A () o o o SABO & DEITSCH A PRO:l'B88tONAL CORPORATION A'M"ORNEYS AT LAW SUITE 400 aailO CANOGA AVENUE WOODLAND HILLS. CALIFORNIA 91367 1S18) 704-0195 TELEOOPIER 1818> 7()4.4729 October 2, 1986 City of San Bernardino 300 North "n" Street San Bernardino, California 92418 $9,350,000 CITY OF SAN BERNARDINO, CALIFORNIA MULTIFAMILY HOUSING REVENUE BONDS (PUMALO PALMS PROJECT - FANNIE MAE PROGRAM) SERIES 1985 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the authorization and issuance by the City of its Multifamily Housing Revenue Bonds (Pumalo Palms Project - Fannie Mae Program) Series 1985, in the aggregate principal amount of $9,350,000 (the "Bondll"). In connection therewith, we have examined the Constitution and the laws of the State of California, Ordinance No. 3815, as amended, of the City ("Ordinance No. 3815"), a certified record of the proceedings of the City, the Indenture dated as of June 1, 1985, by and between the City and Seattle-First National Bank (the "Trustee") (the "Indenture") and such other information and documents as we consider necessary to render this opinion. The Bonds were issued pursuant to Ordi*ance No. 3815, as permitted by Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California (the "Act"), and RElsolution No. 85-194 adopted by the City on May 20, 1985. As of the date of issuance of the Bonds,. Ordinance No. 3815 I required that, for the purposes of appointing a trustee to perform the services required for municipal financings of the C:j.ty, any trustee so appointed shall be either a trust company or bank having the powers of a trust company and located within the State of California. Seattle-First National Bank, whose principal corporate trust office is located in Seattle, Washington, is an out-of-state trustee and on the date of issuance of the Bonds was unable to act as sole trustee under the EXHIBIT A o o o day of The foregoing resolution is hereby approved this , 1986. Approved as to form: t8@~/b~/ h ,~JCi ty Attorney>, STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO) ss CITY OF SAN BERNARDINO ) o Mayor of the City of San Bernardino I, SHAUNA CLARK, City Clerk in and for the San Bernardino, DO HEREBY CERTIFY that the foregoing and copy of San Bernardino City Resolution No. is true and correct copy of that now on file in this office. IN WITNESS WHEREOF, I have hereunto set my hand the official seal of the City of San Bernardino this , 1986. City of attached a full , and affixed day of City Clerk - 9 - III o o o o Page 2 ,- Indenture for the Bondholders. Trust Services of America, Inc., a California corporation ("TSA"), was appointed as Co-Trustee under the Indenture and it was intended by the various Bond issue participants that TSA would function as an interim trustee for the Bondholders until such time as Ordinance No. 3815 was amended to permit trust companies or banks having powers of a trust company outside the State of California to act as a trustee for the purposes - of any municipal financings of the City under Ordinance No. 3815. On August 18, 1986, the Mayor and Common Council of the City adopted Ordinance MC-536 amending Ordinance No. 3815 which-, under certain conditions, allows the appointment of out-of-state trustees for financings undertaken pursuant to said Ordinance No. 3815. Section 712 of the Indenture provides for the resignation of TSA as the Co-Trustee upon (0 the delivery of an opinion of nationally recognized bond counsel admitted to legal practice in the State of California to the effect that such resignation will not affect the validity of the Bonds and (ii) the prior written consent of Seattle-First National Bank as the Trustee. In accordance with said Section 712 of the Indenture, TSA has requested to resign from its appointment as Co-Trustee under the Indenture and the duties and responsibilities set forth thereunder, and the Trustee has consented to such resignation of the Co-Trustee. The Trustee has requested that it' be appointed and approved as sole trustee for the Bondholders with such appointment to be effective upon the resignation of the Co-Trustee subject to the prior written approval by the City pursuant to a duly adopted Resolution. We are of the opinion that, based upon the adoption of Ordinance No. MC-536 as set forth above, the resignation of TSA as the Co-Trustee will not affect the validity of the Bonds upon the effective date of a resolution of the City approving such resignation of TSA and appointment of Seattle-First National Bank as the Trustee for the Bondholders and assuming compliance with all applicable provisions of the adopted Policy Guidelines on Public and Negotiated Bond Sale Procedures for the City of San Bernardino. Respectfully submitted, ~le~L ~f'+J~ /190lS D EXHIBIT A - o o o o SBE001-l47/l905S/kl 10/1/86 $9,350,000 CITY OF SAN BERNARDINO, CALIFORNIA MULTIFAMILY HOUSING REVENUE BONDS (PUMALO PALMS PROJECT - FANNIE MAE PROGRAM) SERIES 1985 RECOMMENDATION OF BOND COUNSEL FOR THE APPOINTMENT OF SEATTLE-FIRST NATIONAL BANK AS SOLE TRUSTEE The undersigned, on behalf of Sabo & Deitsch, a Professional Corporation, which acted as bond counsel in connection with the issuance and delivery of the above-referenced Bonds (the "Bond Counsel"), does hereby recommend that, upon the resignation of Trust Services of America, Inc., as Co-Trustee appointed in connection with the Bonds, Seattle-First National Bank, whose principal corporate trust office is located in Seattle, WaShington, be appointed the sole out-of-state Trustee under and pursuant to that certain Indenture dated as of June 1, 1985, by and between the City of San Bernardino, California, as Issuer and Seattle-First National Bank, as Trustee_ The appointment of Seattle-First National Bank, as sole Trustee for the Bonds, would be beneficial for the following reasons: a. The fees and expenses for the administrative services rendered in connection with the Bonds are competitive with those rates offered by other available trustees as of June, 1985, and as of the date hereof, and Seattle-First was available and willing to perform the services required at competitive costs as of June, 1985, and continues to provide such administrative services at competitive costs as of the date hereof; EXHIBIT B ill J o o o o Page 2 b. Seattle-First was an experienced trustee as of June, 1985, and continues to be such as of the date hereof ana is similar in experience to the trustees traditionally utilized by the City and is experienced and knowledgeable in the area of the administration of multifamily mortgage revenue bond issues to finance the development of multifamily housing and no other suitable in-state trustee traditionally utilized by the City was available to provide the trust services required with respect to the Bonds as of June, 1985, as evidenced by the withdrawal of a trust proposal as submitted by Security Pacific National Bank; and c. Seattle-First has agreed (i) to designate the Secretary of State of the State of California (the "Staten) as the agent of the Trustee for service of process within the State, (ii) that any litigation between the City and Seattle-First, as Trustee, will be handled in the appropriate court in the County of San Bernardino, (iii) that the State courts will have jurisdiction over all controversies between the City and Seattle-First, and (iv) to specifically waive any right to transfer any such cause of action to the United States federal courts. This recommendation is being made in accordance with Resolution No. 86-356 adopted by the Mayor and Common Council of the City of San Bernardino, California, on September 9, 1986, which amends the Policy EXHIBIT B , (> u o o Page 3 Guidelines on Public and Negotiated Bond Sale Procedures for the City of San Bernardino establishing procedures applicable to the selection of a Trustee. Dated: i1.d"b... {), 1'1 i'(' SABO & DEITSCH A PROFESSIONAL CORPORATION BY:0~ EXHiBiT B o u ~ . IlIlJII i1l ~ n $9,350,000 n CITY~ SAN BERNARDINO,~LIFORNIA MULTIFAMILY HOUSING REVENUE BONDS (PUMALO PALMS PROJECT - F&VNIE MAE PROGR SERIES 1985 RECOMMENDATION OF UNDERWRITER FOR THE APPOINTMENT OF SEATTLE-FIRST NATIONAL AS SOLE TRUSTEE .' The undersigned, on behalf of Miller & Schroeder Financial, Inc., which acted as underwriter to the City of San Bernardino, California, in connection with the issuance and delivery of the above-referenced Bonds (the "Underwriter"), does hereby reconunend that, uron the resignation of Trust Services of America; Inc., as Co-Trustee in connection with the Bonds, Seattle-First National Bank, whose principal corporate trust office is located in Seattle, Washington, be appointed the sole out-of-state Trustee under and pursuant to that certain Indenture dated as of June I, 1985, by and between the City of San Bernardino>> California, as Issuer and Seattle-First National Bank, as Trustee. The appointment of Seattle-First National Bank, as sole Trustee for the Bonds, would be beneficial for the following reasons: a. The fees and expenses for the administrative services rendered in connection with the Bonds are competitive with those rates offered by other available trustees as of June, 1985, and as of the date hereof, and Seattle-First was available and willing to perform the services required at competitive costs as of June, 1985, and continues to provide such administrative services at competitive costs as of the date hereof; b. Seattle-First was an experienced trustee as of June, 1985, and continues to be such as of the date hereof and is similar in experience to the trustees traditionally utilized by the City and is experienced and knowledgeable in the area of the administration of multifamily mortgage revenue bond issues to finance the development of mul tifamily housing and no other suitable in-state trustee traditionally utilized by the City was available to provide the trust services required with respect to the bonds as of June, 1985, as evidenced by the withdrawal of a trust proposal as submitted by Security Pacific National Bank; and c. Seattle-First has agreed (i) to designate the Secretary of State of the State of California (the "State") as the agent of the Trustee for service of process within the State, (ii) that any litigation between the City and Seat tie-First, as Trustee, will be handled in the appropriate court in the County of San Bernardino, (iii) that the State courts will have jurisdiction over all controversies between the City and Seattle-First, and (iv) to specifically waive any right to transfer any such cause of action to the United States federal courts. This recommendation is being made in accordance with Resolution No. 86-356 adopted by the Mayor and Common Council of the City of San Bernardino, California, on September 9, 1986, which am0nds the Policy Guidelines on Public and Negotiated Bond Sale Procedures for the City of San Bernardino establishing procedures applicable to the selection of a Trustee. ,/' Dated: U~ 1;" /'1F1c , MIL~E1&/C~09E BY:~t;.. -.., - -' Title: ~ CIAL, INC. . EXHIBITC ~~. J;:;J ~ () o o o TSA A CalFed Company RECEIVED OCT 2 1986 SABO & DEITSCt-f October 1, 1986 City of San Bernardino 300 North "D" Street San Bernardino, CA 92418 Re: $9,350,000 City of San Bernardino, California, Multifamily Housing Revenue Bonds (Pumalo Palma Project - Fannie Mae Program), Series 1985, Our No. 61-4038-00-8 Ladies and Gentlemen: Pursuant to Section 712 of that certain Indenture dated as of June 1, 1985, by and between the City of San Bernardino, California (the "City") and Seattle-First National Bank, as Trustee, Trust Services of America, Inc. hereby resigns as Co-Trustee in connection with the above-referenced issue. This resignation shall become ef- fective upon adoption by the Mayor and Common Council of the City of a Resolution approving such resignation. Very truly yours, TRUST SERVICES OF AMERICA, INC. .//) .- /C'" ./ / -/ ..~ ..../ c./-~ ,-_.-c.::~,-,-z:f Carol A. Antos Assistant Vice President (213) 614-7242 EXHIBIT D Trust Services of America, Inc. 700 Wilshire Boulevard, Los Angeles, California 90017 (213) 614-7000 - . c> o o SBEOOl(SBE050)-_____/1903S!sm 09/18/86 o $9,350,000 CITY OF SAN BERNARDINO, CALIFORNIA MULTIFAMILY HOUSING REVENUE BONDS (PUMALO PALMS PROJECT - FANNIE MAE PROGRAM) SERIES 1985 CONSENT OF TRUSTEE TO RESIGNATIO~ OF CO-TRUSTEE The undersigned, on 'behalf of Seattle-First National Bank, the Trustee in connection with the $9,350,0000 City of San Bernardino, California, Multifamily Housing Revenue Bonds (Pumalo Palms Project - Fannie Mae Program) Series 1985, hereby approves and consents to the resignation of Trust Services of America, Inc. (the "Co-Trustee"), in accordance with Section 712 of the Indenture dated as of June 1, 1985, by and between the City of San Bernardino, California, and the Trustee. Dated: r:;it "Jb,. I r gt / By: Ti tle: /1903S EXHIBIT E