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Home My WebLink AboutMinutes 1975-06-18REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO HELD WEDNESDAY, JUNE 18, 1975 TIME: 7:30 PM. PLACE: West Orange Avenue Library Auditorium. CALL TO ORDER:, The meeting was called to order by Mayor Battaglia at 7:37 PM. PLEDGE OF ALLE- GIANCE TO FLAG:. Pledge of Allegiance to the Flag recited. SILENT PRAYER: Moment of silent prayer requested by Mayor Battaglia. ROLL CALL: Present: Councilmen Richard A. Battaglia, F' Frank Mammini, Terry J. Mirri and Leo Padreddii. Absent: Councilman Warren Steinkamp. APPROVAL OF BILLS:. Mayor Battaglia asked if there was a motion approving the Regular Bills of June 18, 1975. Councilman Mammini moved, seconded by Councilman Padreddii and regularly carried that the Regular Bills of June 18, 1975 be approved for payment as submitted. APPROVAL OF MINUTES :.~ Mayor Battaglia asked if there was a motion approving the Minutes of the Adjourned Regular Meeting of May 28, 1975 and the Minutes of the Regular Meeting of June 4, 1975. Councilman Mammini moved, seconded by Councilman Padreddii and regularly carried that the Minutes of the Adjourned Regular Meeting of May 28, 1975 and the Minutes of the Regular Meeting of June 4, 1975 be approved as submitted. PRESENTATION TO OFFICER ANTHONY WYNNE Mayor Battaglia announced that he had a presentation he wished to make at this time. He then read in full Resolution No.'64-75 entitled, A RESOLUTION COMMENDING OFFICER ANTHONY WYNNE, after which he formally presented to Officer Anthony Wynne a framed copy of the resolution. ADMINISTRATIVE SERVICES Staff Report, dated June 18, 1975, recommending Council RESO. NO. 74-75 adopt a resolution, providing for authorizing execution of PUBLIC SAFETY COMPLEX Public Safety Complex Site Lease, Financing, Construction ~/0~ and Other Matters, as prepared by legal counsel to the Public Facilities Corporation. Copies of facility lease, indenture and construction contract are contained in the pages following the signature page of these minutes. 282 ADMINISTRATIVE SERVICES Councilman Mammini introduced a resolution entitled: RESO. NO. 74-75 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH PUBLIC SAFETY COMPLEX SAN FRANCISCO APPROVING THE MEMBERS OF CITY OF SOUTH (CONT'D.) SAN FRANCISCO PUBLIC FACILITIES CORPORATION, APPROVING PLANS AND SPECIFICATIONS FOR PUBLIC SAFETY FACILITIES, AUTHORIZING EXECUTION OF A SITE LEASE BETWEEN THE CITY AND SAID CORPORATION, APPROVING RENTAL TO BE PAID PURSUANT TO FACILITY LEASE FROM SAID CORPORATION TO THE CITY, APPROVING FINANCING OF PUBLIC SAFETY FACILITIES BY SAID CORPORATION, APPROVING FINANCING ARRANGEMENTS FOR THE BONDS OF SAID CORPORATION, ACCEPTING GIFT OF BENEFICIAL ~-/0~ INTEREST IN MEMBERSHIP CERTIFICATES OF SAID CORPORATION, APPROVING CONTRACT FOR CONSTRUCTION OF PUBLIC SAFETY FACILITIES, AND AUTHORIZING ASSIGNMENT OF ARCHITECTS', FINANCIAL CONSULTANTS' AND BOND COUNSEL'S CONTRACTS TO SAID CORPORATION. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, and Terry J. Mirri. Noes, Councilman Leo Padreddii. Absent, Councilman Warren Steinkamp. RESO. NO. 75-75 APPROVING SUPPL. BUDGET APPROPRIATIONS Staff Report, dated June 18, 1975, recommending approval of a resolution amending the current fiscal year budget to provide appropriations meeting the cost of unbudgeted but Council-approved projects and expenditures and other operational needs. Councilman Mammini introduced a resolution entitled: A RESOLUTION AMENDING BUDGET FOR FISCAL YEAR 1974-75 AND APPROVING SUPPLEMENTAL BUDGET APPROPRIATIONS. Brief discussion followed after which Roll Call Vote was: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. RES~ NO. 76-75 PROPOSED PAY RANGE SCHEDULE Staff Report, dated June 11, 1975, recommending Council adopt the proposed Pay Range Schedule, as submitted and covered by resolution. p-O00 City Manager Alario explained the resolution and changes in the Exhibit after which Councilman Mammini introduced a resolution entitled: A RESOLUTION PRESCRIBING THE TIME AND METHOD OF PAYING SALARIES; ADOPTING REVISED PAY RANGE SCHEDULES; AND PROVIDING FOR RELATED MATTERS. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. PARKS & RECREATION RESO. NO. 77-75 REJECTING SIGN HILL DEVELOPMENT GRANT Staff Report, dated June 18, 1975, recommending Council reject the Sign Hill Development Grant. Councilman Mammini introduced a resolution entitled: RESOLUTION AUTHORIZING RESCISSION OF A CONTRACT FOR A A 6/18/75 Page 2 283 PARKS & RECREATION RESO. NO. 77-75 REJECTING SIGN HILL DEVELOPMENT GRANT (CONT ' D. ) PUBLIC SERVICES ORD. 695-75 UPDATING ZONING MAP 2nd Reading/Adoption ORD. 696-75 AMENDING ZONING ORD. RE PALMISTRY 2nd Reading/Adoption 7 GRANT TO ACQUIRE AND/OR DEVELOP LAND FOR OPEN SPACE PURPOSES--PROJECT NO. 0S-CA-09-39-1145 (SIGN HILL DEVELOPMENT GRANT). Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Staff Report, dated June 4, 1975, recommending Council adopt an ordinance amending the City's Zoning Ordinance, Section 2.2, to provide for the updating of the City's official zoning map. Mayor Battaglia ordered the title of the ordinance read. The title of the ordinance was read. City Attorney Noonan then explained the ordinance and advised the Council regarding procedure for adoption and passage. Councilman Mammini moved reading of the ordinance in its entirety be waived and that the ordinance be passed and adopted by reading title only, seconded by Councilman Padreddii and passed by unanimous vote. Councilman Mammini moved that the ordinance entitled, AN ORDINANCE AMENDING ORDINANCE NO. 353, AS AMENDED, ENTITLED "ZONING ORDINANCE OF THE CITY OF SOUTH SAN FRANCISCO," PASSED AND ADOPTED AUGUST 10, 1954, IN PARTICULAR AMENDING SECTION 2.2 THEREOF AND ADOPTING ZONING MAP ENTITLED, "OFFICIAL ZONING MAP OF THE CITY OF SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA," DATED APRIL 22, 1975, the entire reading of which has been duly waived, be passed and adopted, seconded by Councilman Padreddii and passed by the following roll call vote. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Mayor Battaglia ordered the title of the ordinance read. The title of the ordinance was read. City Attorney Noonan then explained the ordinance and advised the Council regarding procedure for adoption and passage. Councilman Mammini moved reading of the ordinance in its entirety be waived and that the ordinance be passed and adopted by reading title only, seconded by Councilman Padreddii and passed by unanimous vote. Councilman Mammini moved that the ordinance entitled, AN ORDINANCE AMENDING SECTIONS 3.52(b) AND 3.62(b) OF ORDINANCE 353, AS AMENDED, DESIGNATED "ZONING ORDINANCE OF THE CITY OF SOUTH SAN FRANCISCO," PASSED AUGUST 10, 1954, the entire reading of which has been duly waived, be passed and adopted, seconded by Councilman Padreddii and passed by the following roll call vote. 6/18/75 Page 3 PUBLIC SERVICES ORD. 696-75 AMENDING ZONING ORD. RE PALMISTRY 2nd Reading/Adoption (CONT' D. RESO. NO. 78-75 AWARD OF CONTRACT - ARROYO STORM LINE RECONSTR UC TION RESO. NO. 79-75 AWARD OF CONTRACT AIRPORT BLVD. TRAFFIC SIGNAL PROJECT RESO. NO. 80-75 WASTEWATER TREATMENT WORKS ADDITIONS PROJECT NO. 1235 NORTH BAYSIDE Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Staff Report, dated June 18, 1975, recommending Council adopt a resolution awarding Arroyo Storm Line Reconstruction to Pat Kennely Construction of South San Francisco who submitted the lowest responsible bid in the amount of $11,623.00. The Director of Administrative Services explained the bids received recommending award to Pat Kennely Construction Co. as the low bidder. Brief discussion followed after which Councilman Mammini introduced a resolution entitled: A RESOLUTION OF AWARD OF CONTRACT ARROYO STORM LINE RECONSTRUC- TION - PROJECT SD-74-5. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Staff Report, dated June 18, 1975, recommending Council adopt a resolution awarding the Airport Boulevard Traffic Signal Project to R3sendin ~ectric of San Jose, who submitted the lowest responsible bid. The bids received were explained by the Director of Public Services recommending award to Rosendin Electric of San Jose as the low bidder. Councilman Mammini then introduced a resolution entitled: A RESOLUTION OF AWARD OF CONTRACT FOR LOCAL AGENCY TOPICS IMPROVEMENT PROJECTS IN THE CITY OF SOUTH SAN FRANCISCO - PROJECT NO. TR-74-2. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Staff Report, dated June 18, 1975, recommending Council adopt a resolution concerning North Bayside System Unit, South San Francisco-San Bruno, Wastewater Treatment Works Additions Project (Project No. 1235, F.Y. 1975-76) Step I Grant Application. The Director of Public Services explained the matter, the need for the project and the grant application to be made. Councilman Padreddii then introduced a resolution entitled: A RESOLUTION AUTHORIZING FILING APPLICATION FOR FEDERAL AND STATE GRANTS FOR PUBLICLY OWNED WASTEWATER TREATMENT WORKS AND PROVIDING CERTAIN ASSURANCES, WASTEWATER TREATMENT WORKS ADDITIONS PROJECT 1235. 6118175 Page 4 PUBLIC SERVICES RESO. NO. 80-75 WASTEWATER TREATMENT WORKS ADDITIONS PROJECT NO. 1235 NORTH BAYSIDE (CONT'D. ) RESO. NO. 81-75 SOLIDS MANAGEMENT PROJECT NO. 1267 NORTH BAYSIDE Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri, and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Staff Report, dated June 18, 1975, recommending adoption of a resolution concerning North Bayside System Unit - San Mateo County (South San Francisco-San Bruno, Burlingame, Millbrae) (South San Francisco-Central Agency) Solids Management Project (Project No. 1267, F.Y. 1975-76). Councilman Mammini introduced a resolution entitled: A RESOLUTION AUTHORIZING FILING APPLICATION FOR FEDERAL AND STATE GRANTS FOR PUBLICLY OWNED WASTEWATER TREATMENT WORKS AND PROVIDING CERTAIN ASSURANCES SOLIDS MANAGEMENT PROJECT 1267. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri, and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. RESO. NO. 82-75 Staff Report, dated June 17, 1975, recommending Council AMENDATORY COOPERATION approve a resolution authorizing the Mayor to execute an AGREEMENT BETWEEN SSF amendatory cooperation agreement between the City of South AND CITY'S HOUSING AUTH. San Francisco and the City's Housing Authority. An explanation was made by the Director of Public Services concerning the agreement and the new structures to be con- structed after which Councilman Padreddii introduced a resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTH SAN FRANCISCO APPROVING THE FORM OF AMENDATORY COOPERATION AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO, A MUNICIPAL CORPORATION, AND THE HOUSING AUTHORITY OF THE CITY OF SOUTH SAN FRANCISCO, AND AUTHORIZING ITS EXECUTION. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. ACCEPTING AS COMPLETE RESURFACING OF PARKING LOTS AT MARINA Staff Report, dated June 18, 1975, recommending Council accept the resurfacing of parking lots at Oyster Point Marina as complete in accordance with the approved plans and specifica- tions. After a brief explanation by the Director of Public Services and a request from Councilman Padreddii that the Harbor District expedite the payment of their share, Councilman Mammini moved, seconded by Councilman Padreddii and regularly carried that the recommendation of the Director of Public Services be approved and accepted. 6/18/75 Page 5 286 COMMUNICATIONS EDNA DeLARIOS DECLINING REAPPT. TO LIBRARY BD. MARIO J. RAFFAELLI DECLINING REAPPT. TO PLANNING COMM. ITEMS FROM COUNCIL ATTENDANCE AT CONFERENCE/CONVENTION RECESS: RECALL TO ORDER: ITEMS FROM STAFF HEARING DATE OF JULY 2 ANTOINETTE LANE REAS- SESSMENT PROCEEDINGS Letter, dated June 7, 1975, from Edna DeLarios declining reappointment to the Library Board. Councilman Mammini commented that Mrs. DeLarios' services would be a loss to the City and suggested that a Resolution of Appreciation be prepared. After similar remarks from the Mayor the communication was accepted and ordered filed. Letter, dated June 12, 1975, from Mario J. Raffaelli declining reappointment to the Planning Commission. Councilman Mammini requested that a Resolution of Appreciation be prepared for Mr. Raffaelli commenting on his many years of service with the City. He further requested that Mr. Harold Varni had served on the Personnel Board for many years and that a similar resolution be prepared for he and anyone else who had resigned. Mayor Battaglia at this time accepted and ordered the communication filed. Proposed Guidelines for Attendance at Conference/Convention. Mayor Battaglia stated that the proposal was a good one and that it was submitted at this time for Council's review with no action to be taken; further that it would be brought up at some future study meeting. Discussion followed at which time Councilman Mirri commented that attendance should be determined by the Council and not the City Manager. Expressing the same feeling was Mr. Fernando Teglia of 378 Altament Drive, South San Francisco. Councilman Mirri then discussed some of the City Staff attending speed reading courses, citing the loss of City time in this regard, voicing objection to such attendance. Councilman Padreddii voiced the same objections, remarking that the City Council should approve such attendance. The Mayor at this time recessed the meeting at 8:32 PM for the retaping of the television cameras. The meeting was recalled to order by the Mayor at 8:47 PM with all Council present. Absent, Councilman Steinkamp. Further discussion followed concerning the matter of attendance to speed reading classes at which time both Mayor Battaglia and Councilman Mammini stated they favored such attendance as a benefit to the City. Letter, dated June 11, 1975, from Wilson, Jones, Morton & Lynch, Attorneys and Counsellors at Law, regarding change of hearing date from July 16 to July 2 in connection with the Antoinette Lane reassessment proceedings. 6/18/75 Page 6 287 ITEMS FROMSTAFF HEARING DATE OF JULY 2 ANTOINETTE LANE REAS- SESSMENT PROCEEDINGS (CONT'D.) CONSTRUCTION AT S.F. INTERNATIONAL AIRPORT RESO. NO. 83-75 AUTH. AGREEMENT FOR TRANSIT SYSTEM IN SSF ITEMS FROM COUNCIL DIRECTIVE FROM DPS RE PLUGGED SEWER LINES FUNDS FOR SUMMER YOUTH PROGRAM P-OOO SLUDGE FIRE AT SEWER TREATMENT PLANT No objections were registered by the City Council. City Attorney Noonan then stated that if Council had no objection would they consider a motion as follows: Move that the change of hearing date from July 16, 1975 to July 2, 1975 be ratified for the reassessment proceedings in the Antoinette Lane Street Opening Assessment District. After brief discussion Councilman Padreddii so moved, seconded by Councilman Mammini and regularly carried. Letter, dated April il, 1975, from Mrs. Wm. Van Velsor regarding construction of the North Terminal and Parking Facility at the San Francisco International Airport. The City Manager stated that because of the complex nature of the subject matter requested this be referred to Staff for a report to be scheduled for the next regular meeting. There being no objections it was so ordered. After a brief explanation by the City Manager, Councilman Mammini introduced a resolution entitled: A RESOLUTION APPROVING AND AUTHORIZING AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND THE SAN MATEO COUNTY TRANSIT DISTRICT RELATING TO THE OPERATION OF A TRANSIT SYSTEM IN THE CITY OF SOUTH SAN FRANCISCO. Roll Call Vote was as follows: Ayes, Councilmen Richard A. Battaglia, F. Frank Mammini, Terry J. Mirri, and Leo Padreddii. Noes, none. Absent, Councilman Warren Steinkamp. Councilman Padreddii asked if Staff had recently issued a directive concerning sewer lines which were plugged between a residence and the street requesting the property owner to seek remedy through hiring their own plumber. The Director of Public Services commented on this directive. Discussion followed after which the Director of Public Services stated he would forward a report to Council in this regard. In the interim the City Manager stated that the directive would be cancelled. Councilman Padreddii next brought up the matter of funds for the Summer Youth Program commenting that he understood the funds had been cut in half. He urged that the full program be restored. Discussion followed after which it was agreed this matter would be discussed during budget meetings. In answer to Councilman Mirri's inquiry the City Manager in detail explained the recent sludge fire at the Sewage Treatment Plant, the action being taken by the Fire Department and the scheduled meeting to be held with the contractor in this regard. Further that the Council would be receiving a full report in this regard. 6/18175 Page 7 GOOD AND WELFARE. REVENUE SHARING FUNDS FOR INFORMATION AND REFERRAL CENTER RECESS:. RECALL TO ORDER: ADJOURNMENT There being nothing further Mayor Battaglia asked if anyone had anything they wished to offer under Good and Welfare. Mr. Larry Smith, Director of the Information and Referral Center, expressed his thanks to the members of the City Council, City Manager and Assistant to the City Manager for their assistance in receiving funds from Revenue Sharing for this year. Mayor Battaglia then recessed the meeting at 9:31 PM to an Executive Personnel Session. The meeting was recalled to order by Mayor Battaglia at 9:54 PM with all Council present. Absent, Councilman Steinkamp. Mayor Battaglia stated that the Executive Personnel Session was for the purpose of instructing the City Attorney on legal matters still pending with no action being taken. Councilman Mammini moved, seconded by Councilman Padreddii and regularly carried that the meeting be adjourned. The meeting was adjourned at 9:55 PM. RESPECTFULLY SUBJECTED, Arthur A. Rodond~, City Clerk City of South San Francisco AP D' (//"~ ~ Cit~of South San Francisco The entries of this Council meeting show the action taken by the City Council to dispose of the item. Oral presentations, arguments and comments are recorded on tape. The tape and documents related to the items are on file in the Office of the City Clerk and available for inspection, review and copying. 6118175 Page 8 AGREEMENT PUBLIC SAFETY FACILITY PROJECT SOUTH SAN FRANCISCO, CALIFORNIA 19 THIS AGREEMENT, made and entered into this day of ., by and between South San Francisco Public Facilities Corporation , hereinafter referred to as the Owner, and Contractor, WITNESSETH: , hereinafter referred to as the That the parties hereto by these presents do covenant and agree with each other as follows: 1. Contract Documents: The complete Contract consists of the fol- lowing documents to wit: The Agreement, Notice to Bidders, Instructions to Bidders, Proposal Forms, the Conditions of the Contract (General, Supplementary and other conditions), the drawings, the specifications, all addenda issued prior to execution of the Contract and all modifications thereto, the Performance Bond, the Labor and Materials Bond and other assurances required, including insurance policies. Any and all obligations of the Owner and the Contractor are fully set forth and described therein. All of the above documents are intended to cooperate so that any work called for in one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents. The documents comprising the complete Contract are sometimes hereinafter referred to as the Contract Documents. 2. Scope of Work: The Contractor agrees to furnish all tools, equip- ment, apparatus, facilities, labor and material necessary to perform and complete in a good and workmanlike manner the work of in strict conformity with the plans and specifications prepared by , and adopted by which plans and specifications are entitled respectively: Plans: Specifications: Addenda: and are identified by the signature of the parties to this Agreement. It is understood and agreed that said tools, equipment, apparatus, facilities, labor and material shall be furnished and the work performed and completed in accord- ance with the plans and specifications, and subject to the review and approval of the Owner. 3. Payment: The Owner promises and agrees that upon the performance and fulfillment of the covenants aforesaid to pay to the Contractor for said work in the manner provided by law and in the Contract Documents, the price fixed in the Contractor's Proposal for said work, said sum being Dollars ($ The parties to this Contract agree that the payments to the Contractor are to be made from the proceeds of revenue bonds or other revenue securities and further agree that Chapter 2.5 (commencing with Section 4150), Division 5, Title I of the Government Code of the State of California shall not apply to this Contract. The Owner will deposit with the Corporate Agency Department of Bank America National Trust and Savings Association, San Francisco, California, an amount which, together with interest to be earned thereon, will be sufficient to pay the Contractor pursuant to the Contract. All progress payments and final payment will be made exclusively from the funds on deposit with Bank of Amenca~ National Trust and Savings Association, pursuant to the procedure set forth in the Indenture, dated as of April 1, 1975, between the Owner and Bank of Americaiii~i National Trust and Savings AssOciation, and the Contractor understands and agre~ that the Owner has no liability for payment except from such moneys. The award and execution of this Contract does not obligate the City of South San Francisc°i:i~ California, or any of its funds in any amount. Upon Contractor's compliance with the provisions of the Contract ments, particularly Article 9 of the General Conditions of the Contract for Construction, as amended by the Supplementary General Conditions, progress and final payment sh~ll be made as follows' 3.1 Progress Payments: Owner agrees tomake progress payments on or abo~t the first day of each month in the sum of ninety percent (90%) of ~iii~ the portion of the Contract sum properly allocable to labor, materials and equipment incorporated in the work and ninety percent (90%) of the portion il of the contract sum properly allocable to material and equipment suitably stored at the site or at some other location provided delivery and storage of same was agreed upon in writing by the parties prior to said delivery and storage, less the aggregate of previous payments, and upon substantial completion of the entire work, a sum sufficient to increase the total progress payments to not less than ninety percent (90%) of the contract sum less such retainers as the Architect shall determine for all incomplete work and unsettled claims. 3.2 Final Payment: The Owner agrees to make final payment Constitu- ting the entire unpaid balance of the Contract sum thirty-five (35) calendar days after the recording of the Notice of Completion of the work, provided the work has been completed, the Contract fully performed and a final certif- icate for payment has been issued by the Architect. 4. Interpretation: Should any dispute arise respecting interpretation of the plans and/or specifications during the performance of this Contract, such dispute shall be decided by the party or parties designated in the Contract Documents and the decision of the same shall be final and conclusive. 5. Permits: Unless otherwise specified in the Contract Documents, the Contractor shall obtain all permits and licenses required for the work to be done under this Contract, and shall pay ail charges and fees, and give notices necessary and incident to the due and lawful prosecution of work. The Contractor shall comply with all laws, ordinances, rules, regulations and orders of any public authority bearing on the performance of the work. 6. Performance Bond and Labor and Materials Bond: The Contractor shall, upon execution of this Agreement, furnish and deliver to the Owner or his authorized representatives, acceptable corporate surety bonds, in a form satisfactory to the Owner, in a sum not less than one hundred percent (100%) of the amount of the Contract to guarantee the faithful performance of the Contract; and another in'a sum not less than one hundred percent (100%) of the amount of the Contract to guarantee the payment of wages for services engaged and of bills contracted for materials, supplies and equipment used in the per, formance of the Contract. In addition to the warranty and guaranty provisions set forth in the Supplementary General Conditions, the Contractor also agrees that the Faithful Performance Bond to be furnished as specified shall be such as to stay in force for a period of three hundred Sixty-five (~65) days, or as otherwise specified in the Contract Documents after acceptance of the work by the Owner as a guarantee of repair or replacement of any item(s) of work found to be defective by reason of faulty workmanship or defective materials. Each of said bonds shall name the following as additional obligees as their interest may appear; The City of South San Francisco, a municipal corpor- ation, the Bank of America National Trust and Savings Association, Trustee under that Indenture dated April 1, 1975, between Owner and said Trustee 7. Time, Commencement and Completion, Monthly Statement of Working - Days and Liquidated Damages: Article 8 of the General Conditions of the Contract for Construction, as amended by Supplementary Geneml Conditio of the Contract Documents, hereinafter referred to as "Article 8 as amended," sets forth the time provisions applicable to this Agreement or means of deter- mining applicable time provisions. 7.1 Commencement and Completion: In accordance with Article 8 as amended, the period of time allotted for completion of the work shall be four hundred (400) calendar days from and after the date established in the Notice to Proceed, and if there is no such notice, then said number of calendar days from and after the date of this Agreement. 7.2 Monthly Statement of Working Days: In accordance with Article 8 as amended, Owner shall furnish Contractor through the Architect a monthly statement showing the number of working days charged to the Contract for the preceding month, the number of working days specified for the completion of the Contract, and the number of working days remaining to complete the Contract. The Contractor will be allowed one week in which to file a written protest, setting forth in what respects said monthly statement is incorrect, otherwise the statement shall be deemed to have been accepted by the Contrac- tor as correct. '7.3 Liquidated Damages: It is understood and agreed that if all the work called for under the Contract in all parts and requirements is not finished or completed within four hundred (400) calendar days from and after the date established in the Notice to Proceed or said number of calendar days from and after the date of this Agreement if no such notice is provided, damage will be sustained by the Owner and that it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the Owner will sustain in the event of and by reason of such delay, and Contractor shall pay to the Owner the sum of Three Hundred Fifty Dollars ($350) per day for each and every calendar day's delay in finishing the work in excess of the four hundred (400) calendar days hereinbefore provided,and Owner may deduct the amount thereof from any monies due or that may become due Contractor under this Contract or pursue any other available remedy for recovery thereof. This provision is subject to the terms of Article 8 as amended and in partic- ] ular 8.3.1 as amended, and Contractor shall not be relieved of liability for liquidated damages or engineering and architectural construction review, ad- ministration of the Contract and other Overhead expenses for any period of delay in completion of the work in excess of. that expressly provided for herei and in said Arti. cle 8 as amended. This provision does not exclude recovery of damages for delay by either party under other provisions set forth in the Contract Documents. 8. Insurance. Article 11 of the General Conditions of the Contract for Construction as amended by Supplementary General Conditions of the ContraCt~ i Document hereinafter referred to as "Article 11 as Amended", sets forth the insurance provisions applicable'to this Agreement and Contractor agrees to the terms of said Article 11 as amended and to furnish or cause to be fur- nished the insurance policies as therein described. 9. Indemnification. Contractor agrees that the Owner, the City of' South San Francisco, a municipal corporation, Bank of America National Trust and Savings Association, a Trustee in the Indenture dated April 1, 1975,between Owner and said Trustee, the Architect and/or their officers, agents and employees, shall not be held accountable in any man,er for any loss or damage that may happen to the work or any part thereof, for injury to any person or persons or damages to adjacent property resulting from the Contractor's operations or the operations of any subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. The Contractor shall be responsible for and shall indemnify and hold harmless the Owner, the City of South San Francisco, a municipal cor- poration, the Bank of America National Trust and Savings Association, a Trustee in the Indenture dated April 1, 1-975, between Owner and said Trustee, the Architect and/or their officers, agents and employees from any and all damages suffered and from any and all liability, claims or other actions brought for or on account of any injuries or damages to property, or injuries or damages received or sustained by any person or persons, by or from the Contractor, the subcontractors, or their agents, in construction of the work, or by any consequence or any negligence in guarding the same or by or in consequence of improper or defective materials used, or by or on account of any negligent act or omission of the Contractor, the subcontractors or their agents, or by failure to pay any taxes or to satisfy other liabilities for which the Contractor, the subcontractors,and their agents, are responsible, but this shall not include any liability arising out of the sole negligence of the Owner, the City of South San Francisco, a municipal corporation, the Architect, the Bank of America National Trust and Savings Association, a Trustee in the Indenture dated April 1, 1975, between Owner and said Trustee, and/or their officers, agents and employees. The Contractor shall be further liable for all costs of defense, including attorney's fees, arising out of claims or other actions which may be brought against the Owner, the City of South San Francisco, a municipal corporation, the Bank of America National Trust and Savings Association, a Trustee in the Indenture dated April 1,1975, between Owner and said Trustee, the Architect, and/or their officers, agents, and employees, by reason of the above. o The parties indemnified do not waive any rights against Contractor, his subcontractors, agents or employees, which all or any of them may have by reason of the aforesaid indemnity because of the acceptance by them or any of them, or the deposit with them or any of them,by Contractor, subcont~actQms. or any of his agents and employees, of any insurance policies provided for in this Agreement or the Contract Documents. The indemnification herein set forth shall apply to all damage and claims for damage of every kind suffered or alleged to have been suffered by reason of any of the aforesaid operations of the Contractor or any subcontractor or any of their agents and employees regardless of whether or not the insurance policies furnished in accordance with this Agreement and/or the Contract Documents have been determined to be applicable to any of such damages or claims for damages. In any and all claims against the Owner, the City of South San Francisco, a municipal corporation, the Bank of America National Trust and Savings Association, a Trustee in the Indenture dated April 1, 1975, between Owner and said Trustee, the Architect, and/or their officers, agents and employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone whose acts any of them may be liable, the indemnification obligation under this Agreement, and/ol Subparagraphs 4.18.1 and 4.18.2 of the General Conditions of the Contract for Construction as amended by the Supplementary General Conditions of the Con- tract Documents, shall not be limited in any way by any limitation on the amount'of defense, compensation or benefits payable by or for the Contractor of any subcontractor, under workmen's compensation acts, disability benefit acts or other employee benefits acts. The obligation of the Contractor under this Agreement and/or Subpara- graphs 4.18.1 and 4.18.2 of the General Conditions of the Contract for Con- struction, as amended by the Supplementary General Conditions of the Contract Documents, shall not extend to the liability of the Architects, his a§ents or employees, arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, Change Orders, designs or specifications.' 10. Regulations by Other Agencies. If the regulatory jurisdiction of other public ~gencies is related to the performance of the work by Contractor, the Contractor shall comply with said regulations. 11. Incorporation by Reference. The following are referred to and by this reference incorporated herein the same as if said forth verbatim. 1. Notice to Bidders; 2. Instruction to Bidders; 3. Proposal Forms as completed and executed by Contractor; 4. General Conditions of the Contract for Construction, as Amended by the Supplementary General Conditions of the Contract Documents; 5. Any and all other conditions of the Contract Documents; 6. The drawings, specifications and all addenda issued prior to the execution of the Contract, and modifi- cations thereto; 7. The prevailing rate of wages adopted by the City of South San Francisco; 8. All of the documents and items listed in the contents. 12. Notices. All notices shall be in writing and delivered in person or transmitted by certified mail, postage prepaid, as follows: 10. 12.1 Notices to Owner: South San Francisco Public Facilities Corporation 12.2 Notices to Contractor: IN WITNESS WHEREOF, the four (4) identical counterparts of this Agreement, consisting of e}even (11) pages,(being pages 1 through 11) each of which counterpart shall for all purposes be deemed an original of said Agreement, having been duly executed by the parties hereinbefore named after having been duly authorized on the day and year first hereinabove written. Owner: SOUTH SAN FRANCISCO PUBLIC FACILITIES CORPORATION By CONTRACTOR: By 11. Proo~ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, lnc., 981-7882 S1 SITE LEASE This Lease, dated as of April 1, 1975, by and between the CiTY or SOUTH SAN FRAncisco, a municipal corporation organized and existing under and by virtue of the laws of the State of California (herein called the "City"), as lessor, and CiTY or SovTn SAr cisco PUBLIC FAcmn:ms CoRroRA~O~, a nonprofit corporation organ- ized and existing under and by virtue of the laws of the State of California (herein called the "Corporation"), as lessee; WITN ESSETH : WHEREAS, the Corporation intends to assist the City by financing and constructing for the City a public safety complex, containing a fire station, a police station and detention area, administrative offices for the police and fire departments and a communications center, together x~qth parking, site development, landscaping, utilities, equip- ment and appurtenant and related facilities (herein called the "Proj- ect''), and to lease the Project to the City by a lease, dated as of April 1, 1975 (herein called the "Facility Lease"), and the City pro- poses to enter into this lease with the Corporation as a material con- sideration for the Corporation's agreement to construct the Project for and on behalf of the City; Now, T~rmz~oaE, IT Is HEREBY MUTUM~LY A~aEE~, as follows: S~CTIO:~ 1. Demised Premises. The City hereby leases to the Corporation and the Corporation hereby hires from the City, on the terms and conditions hereinafter set forth, the real property situated in the City of South San Fran- cisco, County of San Marco, State of California, and described in Exhibit A attached hereto and made a part hereof (herein called the "Demised Premises"). SECTION 2. Term. The term of this lease shall coImnence on the date of recordation of this lease in the office of the County Recorder of San Marco County, State of California, or on September 1, 1975, whichever is Proot o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 S2 earlier, and shall end on March 1, 2002, unless such term is extended or sooner terminated as hereinafter provided. If on February 28, 2002 any bonds or other indebtedness of the Corporation incurred to eon- struet the Project shall not be fully paid and retired or any indenture securing such bonds shall not be discharged by its terms, or if the rental payable under the Facility Lease shall have been abated at any time and for any reason, then the term of this lease shall be extended until ten (10) days after all bonds and other indebtedness of the Corporation incurred to construct the Project shall be fully paid and retired and any indenture securing said bonds shall be discharged by its terms, except that the term of this lease shall in no event be extended beyond March 1, 2007. If prior to March 1, 2002 all bonds and other indebtedness of the Corporation incurred to construct the Project shall be fully paid and retired and any such indenture shall be discharged by its terms, the term of this lease shall end ten (10) days thereafter or ten (10) days after written notice by the City to the Corporation, whichever is earlier. SECTION 3. Rental. The Corporation shall pay to the City as and for rental here- under the sum of Six Hundred Ten Thousand Dollars ($610,000), all of which rental shall be payable in full within ten (10) days of the commencement of the term hereof. Sr~cTio~ 4. Purpose. The Corporation shall use the Demised Premises solely for the purpose of constructing the Project thereon and leasing the Demised Premises and the Project to be constructed thereon to the City pur- suant to the Facility Lease; provided, that in the event of default by the City under the Facility Lease the Corporation may exercise the remedies provided in the Facility Lease. SzcT~o~ 5. Owner in Fee. The City covenants that it is the owner in fee of the Demised Premises, as described in Exhibit A hereto. Sr~cT~o~ 6. _Assignments and Subleases. Unless the City shall be in default under the Facility Lease, the Corporation may not assign its rights under this lease or sublet the Proof' o'f JUHE 17, 1976 CITY OF SO. SAN FRAN.--5666 Bowne o~ San Francisco, Inc., 981~7882 S3 Demised Premises, except to secure obligations incurred by the Cor- poration to obtain funds to finance the construction of the Project, without the written consent of the City. SECT~O~ 7. Right of E~try. The City reserves the right for any of its duly authorized repre- sentatives to enter upon the Demised Premises at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the'preservation thereof. SscTio~- 8. Termination. The Corporation agrees, upon the termination of this lease, to quit and surrender the Demised Premises in the same good order and condition as the same were in at the tilne of commencement of the term hereunder, reasonable wear and tear excepted, and agrees that any permanent improvements and structures existing upon the Demised Prenfises at the time of the termination of this lease shall remain thereon and title thereto shall vest in the City. Upon the exercise of the option to purchase set forth in section 24 of the Facility Lease and upon payment of the option price re- quired by said section, the term of this lease shall terminate as to the portion of the Demised Premises upon which the part of the Project being so pt]rcbased is situated. SzcT~o~ 9. Mort#age of Lea~'ehold. The Corporation is hereby granted the right to mortgage or hypothecate or otherwise encmnber this lease or any rights here- under, by indenture or deed of trust or otherwise, to secure any in- debtedness of the Corporation incurred to finance the construction of the Project. In the event of foreclosure or sale under any mortgage, deed of trust, indenture or other instrument securing such indebted- ness, the trustee or any purchaser at any sale under foreclosure or power of sale thereunder shall have and possess all of the rights herein granted to the Corporation. SzcTxo~ 10. Default. In the event the Corporation shall be in default in the perform- anee of any obligation on its part to be performed under the terms Proo~ ot JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981,7882 S4 of this lease, which default continues for thirty (30) days following notice and demand for correction thereof to the Corporation, the City, subject to the provisions of section 9 hereof, may exercise any and all rmnedies granted by law, except that no merger of this lease and of the Facility Lease shall be deemed to occur as a result thereof; provided, however, that the City shall have no power to terminate this lease by reason of any default on the part of the Corporation if such termination would affect or impair any assignment or sublease of all or any part of the Demised Premises then in effect between the Corporation and any assignee or subtenant of the Corporation (other than the City under the Facility Lease). So long as any such assignee or subtenant of the Corporation shall duly perform the terms and conditions of this lease and of its then existing sublease (if any), such assignee or subtenant shall be deemed to be and shall become the tenant of the City hereunder and shall be entitled to all of the rights and privileges granted under any such assignment or sublease; provided, however, that so long as any indebtedness of the Corporation secured by an indenture is outstanding and unpaid in accordance with the terms thereof, the rentals or any part thereof payable to the trustee under such indenture (by the terms of such assignment or sublease) shall continue to be paid to said trustee. Ssc~o~ 11. Quiet E~joyme~t. The Corporation at all times during the term of this lease shall peaceably and quietly have, hold and enjoy all of the Denfised Premises. Ssc~o.~- 12. Waiver of Personal Littbility. All liabilities under this lease on the part of the Corporation are solely corporate liabilities of the Corporation as a corporation, and the City hereby releases each and every incorporator, member, direc- tor and officer of the Corporation of and from any personal or individual liability under this lease. No incorporator, member, direc- tor or officer of the Corporation shall at any time or under any cir- cumstances be individually or personally liable under this lease for anything done or omitted to be done by the Corporation hereunder. Ptoo~f o*f JUNE t7, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 S5 SECTION 13. Taxes. The City covenants and agrees to pay any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Demised Premises (including both land and improvements). Sgc~'~o~ 14. Eminent Domab~. In the event the whole or any part of the Demised Premises or the improvements thereon is taken by eminent domain proceedings, the interest of the Corporation shall be recognized and is hereby determined to be the amount of the then unpaid indebtedness in- curred by the Corporation to finance the construction of the Project, including the unpaid principal of and interest on any then outstand- ing bonds of the Corporation, and the balance of the award, if any, shall be paid to the City. The term "unpaid indebtedness," as used in the preceding sentence, includes the face amount of the indebtedness evidenced by any outstanding bonds of the Corporation, together with the interest thereon and all other payments required to be made by the trustee under the indenture securing said bonds on account of said indebtedness, until such indebtedness, together with the interest thereon, has been paid in full in accordance with the terms thereof and irrespective of any foreclosure or sale under any power of sale contained in such indenture. Ssc~Io~' 15. Partial I~walidity. If any one or more of the terms, provisions, covenants or con- ditions of this lease shall to any extent be declared invalid, unen- forceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of ~vhich becomes final, none of the remaining terms, provisions, covenants and conditions of this lease shall be affected thereby, and each provision of this lease shall be valid and enforceable to the fullest extent per- mitred by law. Ssc~os 16. Notices. All notices, statements, demands, consents, approvals, authori- zations, offers, designations, requests or other communications here- Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 S6 under by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered per- sonally or if mailed by United States registered mail, return receipt requested, postage prepaid, and, if to the City, addressed to the City in care of the City Clerk, City Hall, 400 Grand Avenue, South San Francisco, California, or, if to the Corporation, addressed to the Corporation in care of the Director of Finance, City of South San Francisco, City Hall, 400 Grand Avenue, South San Francisco, Cali- fornia, or to such other addresses as the respective parties may from time to time designate by notice in writing. SzcT~o~ 17. Section Headings. All section headings contained herein a,'e for convenience of reference only and are not intended to define or limit the scope of any provision of this lease. SzcT~o.w 18. Executiom This lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall con- stitute but one and the same lease. It is also agreed that separate counterparts of this lease may separately be executed by the Cor- poration and the City, all with the same force and effect as though the same counterpart had been executed by both the Corporation and the City. Proo~ o'f JUNE t7, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981,7882 S7 Ix WIT~Ess WUEaEor, the City and the Corporation have caused this lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF SOUTH SAN FRANCISCO, Lessor (Seal) Mayor ATTEST: City Clerk Approved as to forra: City Attorney (Seal) ATTEST: CITY or SouTH SA~ F~A~cmco t)UBLIC FACILITIES CORPORATION, Lessee President Secretary Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 S8 EXHIBIT A All that real property situated in the City of South San Fran- cisco, County of San Marco, State of California, described as follows: Beginning at a point on the northerly line of (]rand Avenue (which line is also the southerly boundary of the parcels described in Volume 6614 of the Official Records of San Marco County on pages 565, 567, 571, 573, 593, 603 and 611 and also Volume 6369, page 140, in the City of South San Francisco), which point of begin- ning is distant North 74°27'43'' West 29.48 feet from the h~tersec- tion of the said northerly line of Grand Avenue with the westerly line of Chestnut Avenue; thence along said northerly line of Grand Avenue North 74°27'43'' West 198.(;8 feet to a point of cm'vature; thence continuing ahmg said northerly line of Grand Avenue, along the arc of a curve to the left having a radius of 160 feet, the chord of which bears South 88003'00'' West 96.16 feet, a distance of 97.67 feet; thence continuing along said northerly line of Grand Avenue South 70°33'43'' West 126.99 feet to a point of curvature; thence along the are of a curve to the right having a radius of 330 feet, the chord of which hears South 73044'50" West 3(';.62 feet, a distance of 3($.(;4 feet to a 1)oint on said curve, which point is the point of beginning for Lot 6 of the Grant Deed of February 7, 1974 from Raffaellina Ottonello, as to a l,ifc Estate, and in Esterine Casagnetto, Gino ()ttonello, Rico ()ttonello, and Angee Mel~;ntee, each an undi- vided ~/~ interest, as to tile remainder to the City of South San Francisco as recorded in Volume 6(;14 of the Official Records of San Marco County on page (;03; thence from said point on the curve North 16°30'36'' East along the westerly line of said Lot 6 152.52 feet; thence South 70033' West 91.13 feet to a point, said point being the point of beginning for Parcel Three of the Grant Deed of January 28, 1974 from ()ak Farm, Inc., a California corporation, to the City of South San Francisco as recorded in Vohnne 6(;14 of the Official Records of San Mateo County on page 590; thence along the westermnost boundary of Parcels Three, Two and One of above named (Irant Deed, North 16°30'36' East 375.83 feet to a point on the westernmost boundary of said Parcel One; thence North 16°29'18" East 95.06 feet to the northwest corner of said Parcel One; thence along the northerly boundary of said Parcel One South 74°27'21'' Proo3[ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.~-5666 Boxw~e of San Francisco, Inc., 981-7882 S9 East 381.88 feet to the northeastern corner of said Parcel ()ne; thence ahmg the easternmost bonndary of said Parcel One South 15°32'17" West 50.00 feet to a point, said point being the north- westerly corner of the parcel described in the Grant Deed of Janu- ary 28, 1974 from ()ak Farm, Inc., a California Corporation, as to an undivided % interest; and George J. Ucelli, also known as George J. Uccelli, also known as George Uccelli, as to an undivided interest, as his separate property, to the City of South San Fran- cisco as recorded in Volume (1614 of the Official Records of San Marco County on page 578; thence ahmg the uortherly boundary of said parcel South 74°27'21" East 140.00 feet to the northeasterly corner of said parcel; thence South 16°32'35' West 370.5S feet to a point of curvature; thence along the arc of a curve to the right having a radius of 30 feet, the chord of which bears South 61 West 42.05 feet, a distance of 46.60 feet to the point of beginning. Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxvne of San Francisco, Inc., 981-7882 SiO State of California ] County of San Marco ~( ss. On this ............ day of ........................ , in the year 1975, before me, ...................................................................... , a notary public in and for the State of California, duly com,nissioned and sworn, personally ap- peared ................................ , known to me to be the Mayor, and ............ ................ , known to ,ne to be the City Clerk, respectively, of the City of South San Francisco, the municipal corporation that executed the within instrument, and known to ,ne to be the persons who executed the within instrument on behalf of said municipal corporation therein named, and acknowledged to me that such municipal corpo- ration executed the within instrument pursuant to a resolution of the City Council of the City of South San Francisco. I~ W~T.~Zss Wnz~zor, I have hereunto subscribed ,ny name and affixed my official seal in the County of San Marco on the day and year in this certificate first above written. [Notarial Seal] Notary Public in and for the State of California My connnission expires: ................................ Proo~ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne of San Franciscx), Inc., 981-7882 Sll State of California } County of San Mateo f ss. On this ............ day of ....................... :, in the year 1975, before me, .................................................................... , a notary public in and for the State of California, duly commissioned and sworn, personally ap- peared ................................ ~..., known to me to be the President, and .................................... , knox~m to me to be the Secretary, respectively, of City of South 'San Francisco Public Facilities Corporation, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors. Is Wx~s~ss W~a~o~, I have hereunto subscribed my name and affixed my official seal in the County of San Marco on the day and year in this certificate first above written. [Notarial Seal] Notary Public in and for the State of California My commission expires: ................................ Proo~ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F1 FACILITY LEASE This Lease, dated as of April 1, 1975, between CI~ OF SOVT~ SA~ FRANCISCO PUBLIC FACIL~ITIE$ (~OI~PORATIO~N, a nonprofit corpora- tion organized and existing under and by virtue of the laws of the State of California (herein called the "Corporation"), as sublessor, and the C~ OF SOUTH SA~ FRAnCiSCO, a municipal corporation or- ganized and existing under and by virtue of the laws of the State of California (herein called the "City"), as sublessee; WITN ESSETH : In consideration of the mutual covenants hereinafter contained, the parties hereto agree as follows: S~cT~og 1. De/initio~'. Unless the context otherwise requires, the terms defined in this section shall, for all purposes of this lease, have the meanings herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms herein defined: The term "Bonds" means the City of South San Francisco Public Facilities Corporation 1975 Bonds authorized under and se- cured by the Indenture. The term "~e,mised Premises" means that certain real property situated in the City of South San Francisco, County of San Mateo, State of California, described in Exhibit A attached hereto and made a part hereof; subject, however, to any conditions, reservations and easements of record or kno~q~ to the City. The term "Indenture" means the indenture, dated as of April 1, 1975, between the Corporation and Bank of America National Trust and Savings Association, as trustee, as originally executed or as it may from time to time be supplemented or amended by any supple- mental indenture entered into pursuant to the provisions thereof. The term "Project" means the public Safety complex, containing a fire station, a police station and detention area, administrative offices for the police and fire departments and a communications center, together with parking, site development, landscaping, utili- ~oo~ o'! JUN£ 17, 1975 F2 ties, equipment and appurtenant and t'elated facilities, to be con- structed by the Corporation on the Demised Premises pursuant to section 4 hereof. The term "Site Lease" means the lease, dated as of April 1, 1975, between the City, as lessor, and the Corporation, as lessee, of the site for the Project. The term "Trustee" means the trustee under and as defined by the Indenture. SrcTro~ 2. Term; Commenceme.~'d o[ Recital. The Corporation hereby leases to the City and the City hereby hires from the Corporation, on the terms and conditions hereinafter. set forth, the Demised Premises and the Project to be located thereon. [ The term of this lease shall commence on the date of recordation ] of this least in the office of the County Recorder of San Marco County, I State of California, or on September 1, 1975, whichever is earlier, and shall end on February 28, 2002, unless such term is extended or sooner terminated as hereinafter provided. If on February 28, 2002 the Bonds or any other indebtedness of the Corporation incurred to finance the construction of the Project shall not be fully paid and retired or the Indenture shall not be discharged by its terms, or if the rental payable. ,hereunder shall have been abated at any time and for any reason, then the term of this lease shall be extended until ten (10) days after all Bonds and any other indebtedness of the Cor- poration incurred to finance the construction of the Project shall be fully paid and retired and the Indenture shall be discharged by its terms, except that the term of this lease shall in no event be extended beyond March 1, 2007. If prior to March 1, 2002 all Bonds and any other indebtedness of the Corporation incurred to finance the con- struction of the Project shall be fully paid and retired and the Inden- ture shall be discharged by its terms, the term of this lease shall end ten (10) days thereafter or ten (10) days after written notice by the " City to the Corporation, whichever is earlier. It is contemplated that the City will take possession of the Demised Premises and the Project on or before March 1, 1977, and the first pay~nent of rental shall be due on March 15, 1977, as pro- Proo~r o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo~w~e of San Francisco, Inc., 981-7882 F3 vided in section 3 hereof. If the Project shall be substantially cmn- pleted before March 1, 1977, the City may take possession of the Demised Premises and the Project upon such substantial completion. If the Corporation, for any reason whatsoever, cannot deliver possession of the Demised Premises and the Project to the City by March 1, 1977, this lease shall not be void or voidable, nor shall the Corporation be liable to the City for any loss or damage resulting therefrom; but in that event no rent shall be payable hereunder with respect to the period between March 1, 1977 and the time when the Corporation delivers possession. Ssc~o~ 3. Rental. The City agrees to pay to the Corporation, its successors or assigns, as rental for the use and occupancy of the Demised Premises and the Project, the following amounts at the following times (but subject to the provisions of sections 20 and 24 hereof): (a) Ba,'e Rc,,tal. The City shall pay to the Corporation as a base rental, semiannually, the amount of I J ,&,- I '- ~:.~.F._~_~3 .... Dollars ($-~g-fZ-) on March 15, 1~77 and on each March 15 and September 15 tbereaf'ter to and including Septem- ber 15, 2001, or, if the term ot' this lease shall have been extended pursuant to section 2 hereof, continuing to and including the date of termination of this lease. Each semiannual pay~nent of base rental shall be for the use of the Demised Premises and the Project for the six-month period commencing on the first day of the month in which such rental is due. (b) Additional Re~ttal. The City shall also pay to the Cor- poration, as rental hereunder in addition to the base rental, such amounts in each year as shall be required by the Corporation for the payznent of the following: (1) All taxes and assessments of any type or nature charged to the Corporation or affecting the Demised Prem- " ises or the Project or the respective interests or estates therein, or affecting the amount available to the Corporation from rentals received hereunder for the retirement of the Bonds (including taxes or assessments assessed or levied by Proot o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F4 any governmental agency or district having power to levy taxes or assessments). (2) All administrative costs of the Corporation, includ- ing, but without limiting the generality of the foregoing, salaries, wages, all expenses, compensation and indemnifica- tion of the Trustee payable by the Corporation under the Tndenture, fees of auditors, accountants, attorneys or engi- neers, and all other necessary administrative costs of the Corporation or charges required to be paid by it in order to maintain its corporate existence or to comply with the terms of the Bonds or of the Indenture. (3) Insurance premimns for ali insurance required pur- suant to sections 7, 8 and 9 of this lease and not obtained by the City. Such additional rental shall be billed to the City by the Corporation or the Trustee from time to time, together with a statement certifying that the amount billed has been paid by the Corporation or by the Trustee on behalf of the Corporation, for one or more of the items above described, or that such amount is then payable by the Corporation or the Trustee for such items. Amounts so billed shall be paid by the City within ten (10) days after receipt of the bill by the City. Such paymeflt's of base rental and additional rental for each rental payment period during the term of this lease shall constitute the total rental for said rental payment period, and shall be paid by the City in each rental payment period for and in consideration of the right of the nsc and occupancy of, and the continued quiet use and enjoyment of, the Demised Premises and the Project during each such period for which said rental is to be paid. The parties hereto have agreed and determined that such total rental represents the fair rental value of the Demised Prenfises and the Project. In making such determination, consideration has been given to the amount of Site Lease rental payable to the City, costs of design and construction and financing of the Project, other obligations of the parties under this lease, the uses and purposes which may be served by the Project and the benefits therefrom which will accrue to the City and the general public. Proo~f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F5 b]ach installment of rental payable hereunder shall tie paid in lawful money of the United States of America to or upon the order of tile Corporation at the principal office of the Trustee in San Fran- cisco, California, or such other place as the Corporation shall desig- nate. Any such installment of rental accruing hereunder which shM1 not be paid when due shall bear interest at the rate of eight per cent (S%) per annum from the date when the same is due hereunder until the same shall be paid. Notwithstanding any dispute between the Corporation and the City, the City shall make all rental pa.~nnents when due and shall not withhold any rental payments pending the final resolution of sud~ dispute. The City covenants to take such action as may be necessary to include all such rental payments due hereunder in its annual budget and to make the necessary annual appropriations for all such rental payments. The City will furnish to the Corporation and the Trustee copies of each proposed and final budget of the City within ten (10) days after the filing or adoption thereof. The covenants on the part of the City herein contained shall be deemed to be and shall be con- strued to be duties imposed hv law and it shall be the duty of each and every public official of the City to take such action and do such things as are required by law in the perfornmnee of the official duty of such o~cials to enable the City to carry out and perform the covenants and agreements in this Facility Lease agreed to be carried out and performed by the City. S~cxxo~ 4. Con~'tr~wtion of tile Project. The Corporation has obtained qpen competitive bids for the eon- struetion of the Project, and concurrently with the execution, delivery and recordation of this lease will enter into a construction contract providing for the construction of the Project with Harvis Construe- tion, Inc., of 1350 San Mateo Avenue, South San Francisco, Uali- fornia (herein called the "Contractor"), the lowest responsible bidder, and will supervise and provide for the complete construe- "tion of the Project. The Corporation agrees that the Project will be constructed in accordance with the plans and specifications prepared by Avanessian and Associates, architects, of 914 Linden ~ Avenue, South San Francisco, California (herein called the "Archi- Proo) oY JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne of San Francisco, Inc., 981-7882 F6 tects"), and heretofore approved by the City. rlqm Corporation further agrees that within twenty-four (24) hours of the execu- tion and delivery of this lease it will give notice to the Contractor to commence work under said construction contract, and that the Project will be substantially completed in accordauce with said plans and specifications within eighteen (~8) months from thc date that such notice to commence work is given. The City agrees that upon substan- tial completion of the Project it will take possession of and occupy the Project under the terms and provisions of this lease. Such sub- stantial completion shall be evidenced either by a certificate of the Architects or by the occupancy by the City of the Demised Premises and the Project. The time within which the Corporation is required to complete the Project shall be extended for a period equal to any extensions of time to which the Contractor is entitled under such construction contract (except extensions resulting from acts of the Corporation) and any delays in construction resulting from other causes and events not within the reasonable control of the Contractor or of the Corporation. No changes shall be made in such plans and specifications unless such changes are approved in' writing by the City and the Corporation. Before giving such approval, the Corpora- tion may require the City to deposit with the Trustee moneys suffi- cient to pay any increased costs resulting from such changes. S~:c'rios 5. M'ai~tenance ,,d l?tilitie,s'. During such time as the City or any assignee or sublessee thereof is in possession of the Demised Premises and the Project, all main- tenance and repair of the Demised Premises and the Project shall be the responsibility of the City, and the City shall pay for or otherwise arrange for the payment of all ntility services supplied to the Demised Premises and the Project, which shall include janitor ser- vice, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the pasmaent of the cost of the repair and replacement of the Project resulting from ordinary wear and tear or want of care on the part of the City or any assignee or sublessee thereof, lin exchange for the rentals herein provided, the Corporation agrees to provide only the Demised Prem- ises and the Project. The City waives the benefits of subsections 1 and 2 of section 1932 and of sections 1941 and 1942 of the California r'ron'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisc~a, Inc., 981,7882 F7 Civil Code, })ut such waiver shall not linfit any of the rights of the City under the terms of this lease. SEcTmr 6. Chwnges to the Project. The City shall have the right during the term of this lease to make alterations or improvements or to attach fixtures, structures or signs to the Demised Premises or the Project if said alterations, improvements, fixtures, structures and ?-igns are necessary or bene- ficial for the use of the Demised Premises or the Project by the City. Upon termination of this lease, the City may remove any fixture, structure or sign added by the City, but such removal shall be accom- plished so as to leave the Project, except for ordinary wear and tear, in substantially the same condition as it was in before the fixture, structure or sign was attached. Sr. cTio~ 7. Fire and Extended Coverage l~tsurance. The City shall procure, or cause to be procured, and maintain throughout the term of this lease, insurance against loss or damage to any structures constituting any part of the Project by fire and lightning, with extended coverage and vandalism and malicious mis- chief insurance, and, following completion of construction, earth- quake insurance (but as to such earthquake insurance only if such insurance is available at reasonable cost on the open market from reputable insurance companies). Said extended coverage insurance shall, as nearly as practicable, rover loss or damage by explosion, ~5ndstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally covered by such insurance. Such insurance shall be in an amount equal to the replaeemeut cost (without deduc- tion for depreciation) of all structures constituting any part of the Project, excluding the cost of excavations, of grading and filling, and of the land (except that such earthquake insurance may be subject to a deductible clause of not to exceed ten per rent of said replace- ment cost for any one loss and may be subject to a co-insurance clause of not less than eighty per rent requiring the insured to bear not more than twenty per rent of any loss that ~nay occur, and except that such other insurance may be subject to deductible clauses of not to exceed $50,000 for any one loss), or, in the alternative, shall be Proo:f o'f JUHE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne of San Francisco, Inc., 981-7882 F8 in an amount and in a form sufficient, in the event of total or partial loss, to enable the Corporation either to retire all Bonds then out- standing or to restore such structures to the condition existing before such loss. Szc~zo~ 8, Liability Insurance. The City shall procure, and maintain throughout the term of this lease, a emnprehensive insurance policy or policies in pro- teetion of the Corporation and its members, directors, officers, agents and employees and the Trustee, indmnnifying said parties against all direct or contingent loss or liability for damages for personal injury, death or property damage occasioned by reason of the oper- ation of the Project, with minimum liability limits of $500,000 for personal injury or death of each person and $1,000,000 for personal injury or deaths of two or more persons in each accident or event, and in a minimum amount of $100,000 (subject to a deductible clause of not to exceed $10,000) for damage to property resulting from each accident or event. Such public liability and property damage insur- ance may, however, be in the forth of a single limit policy in the amount of $1,000,000 covering all such risks. Such liability insurance may be ~naintained as part of or in conjunction with any other lia- bility insurance carried by the City. SZCT~O~ 9. Rental Interruption or Use and Occupancy Insurance. The City shall procure, and maintain throughout the term of this lease, rental interruption or use and occupancy insurance to cover loss, total or partial, of the use of any structures constituting any part of the Project as the result of any of the hazards covered by the insurance required by section 7 hereof, in an amount sufficient to pay the total rent hereunder for a period of twenty-one (21) months, except that such insurance need be maintained as to the peril of earthquake only following completion of construction of the Project and only if such insm'ance is available at reasonable cost on the open market from reputable insurance companies. Szc~xos 10. Insurance Proceeds; Form of Policies. .M1 policies of insurance required by sections 7 and 9 hereof shall provide that all proceeds thereunder shall be payable to the JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981-7882 F9 Trustee pursuant to a lender's loss payable endorsement substan- tially in accordance with the form approved by the Board of Fire Underwriters of the Pacific and the California Bankers Association. The Trustee shall collect, adjust and receive all moneys which may become due and payable under any such policies, may compromise any and all claims thereunder and shall apply the proceeds of such insurance as provided in the Indenture. All policies of insurance required by this lease shall be in form satisfactory to the Trustee and shall provide that the Trustee shall be given thirty (30) days' notice of any intended cancellation thereof or reduction of the cov- erage provided thereby. The Trustee shall not be responsible for the sufficiency of any insurance herein required and shall be fully pro- reefed in accepting payment, on account of such insurance or any adjustment, compromise or settlement of any loss agreed to by the Trustee. The City shall pay when due the premiums for all insur- ance policies required by this lease, aud shall promptly furnish evi- dence of such payments to the Corporation and the Trustee. SECTIO/~ 11. Breach. (a) If default shall be made by the City in any covenant herein contained, or upon the happening of any of the events specified in subsection (b) of this section, it shall be lawful for the Corporation to exercise any and all remedies available pur- suant to law or granted pursttant to this lease. Each and every cove- nant hereof to be ~,ept and performed by the City is expressly made a condition and upon the breach thereof the Corporation may exer- cise any and all rights of entry and re-entry upon the Demised Premises and the Project, and also, at its option, with or without such entry, may terminate this lease; provided, that no such termina- tion shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default and notwithstanding any re-entry by the Cor- poration, the City shall, as herein expressly provided, continue liable for the payment of rent and/or damages for breach of this lease and the performance of all conditions herein contained and, in any event, such rent and/or damages shall be payable to the Corporation at the time and in the manner as herein provided, to wit: (1) In the event the Corporation does not elect to terminate this lease in the manner hereinafter provided for in subpara- ~rooT o'f JUNE 17, 1975 CITY OF SO. SAN FRAl'q.--oti~t5 Bowne of San Francisco, Inc., 981-7882 FIO graph (2) hereof, tile City agrees to and shall remain liable roi' the payment, of rent and the performance of all conditions herein contained and shall reimburse the Corporation for any deficiency arising out of the re-letting of the Demised Premises and the Project, or, in the event the Corporation is unable to re-let said Demised Premises and the Project, then for the full amount of the rent to the end of the term of this lease, but said rent and/or deficiency shall be payahle only at ~he same time and in the same manner as hereinabove provided for the pa)nnent of rent hereunder, notwithstanding such entry or re-entry by the Cor- poration or any suit in unlawful detainer, or otherwise, brought by the Corporation for the purpose of effecting such re-entry or obtaining possession of the Demised Premises and the Project or the exercise of any other remedy by the Corporation. The City hereby irrevocably appoints the Corporation as the agent and attorney-in-fact of the City to enter upon and re-let the Demised Premises and the Project in the event of default by the City in the performance of any covenants herein contained to be performed by the City and to remove all personal prop- erty whatsoever situated upon the Demised Premises and the Project to place such property in storage in any warehouse or other suitable place in the County of San Mateo, State of Cali- fornia, for the account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Corpora- tion from any costs, loss or damage whatsoever arising or oc- casioned hy any such entry upon and re-letting of the Demised Premises and the Project and the removal and storage of such property by the Corporation or its duly authorized agents in accordance with the provisions herein contained. The City hereby waives any and all claims for damages caused or which may be caused by the Corporation in re-entering and taking possession of the Demised Prenfises and the Project as herein provided and all claims for damages that may result from the destruction of or injury to the Demised Premises or the Project and all claims for damages to or loss of any property belonging to the City that may be in or upon the Denfised Premises and the Project. The City agrees that the terms of this lease constitute full and sufficient notice of the right of the Corporation to re-rent the Prooi o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--~5~ 666 Bowne of San Francisco, Inc., 981,7882 Fll Denfised Premises and the Project in the event of such re-entry without effecting a surrender of this lease, and further agrees that no acts of the Corporation in effecting such re-renting or redeasing shall constitute a surrender or termination of this lease irrespective of the term for which such re-leasing or re- renting is made or the terms and conditions of such re-leasing or re-renting, or otherwise, but that, on the contrary, in the event of such default by the City the right to terminate this lease shall vest in the Corporation to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (2) hereof. The City further waives the right to any rental obtained by the Corporation in excess of the rental herein specified and hereby conveys and releases such excess to the Corporation as compensation to the Corporation for its services in re-leasing said Demised Prenfises and the Project. (2) In the event of the termination of this lease by the Corporation at its option and in the manner hereinafter pro- vided on account of default by the City (and notwithstanding any re-entry upon the Demised Premises or the Project by the Corporation in any manner whatsoever or the re-renting or re- leasing of the Demised Prenfises or the Project), the City never- theless agrees to pay to the Corporation all costs, loss or dam- ages howsoever arising or occm'ring payable at the same time and in the same manner as is herein provided in the case of payment of rent hereunder. Any sm'plus received by the Cor- poration from such re-renting or re-leasing shall be the absolute property of the Corporation and the City shall have no right thereto, nor shall the City l~e entitled to any credit in the event of a deficiency in the rentals received by the Corporation for the Denfised Premises and/or the Project. Neither notice to pay rent or to deliver up possession of the premises given pursuant to law nor any proceeding in unlawful detainer taken by the Corporation shall of itself operate to terminate this lease, and no termination of this lease on account of default by the City shall be or become effective by operation of law, or otherwise, unless and until the Corporation shall have given written notice to the City of the election on the part of the Corporation to terminate this lease. The City covenants and agrees that no sur- Proo~ o*f JUNE' 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F12 render of the Denfised Premises and/or the Project or of the remainder of the term hereof or any termination of this lease shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Corporation by such written notice. Each and all of the remedies given to the CorPoration hereunder or by any law now or hereafter enacted are cumulative and the exercise of one right or remedy shall not impair the right of the Corporation to exercise any or all other remedies. (b) If (1) the City's interest in this lease or any part thereof be assigned or transferred without the written consent of the Corpo- ration, either voluntarily or by operation of law, or (2) the City or any assignee shall file any petition or institute any proceeding under the Bankruptcy Act, either as such Act now exists or under any amendment thereof which may hereafter be enacted, or under any act or acts, state or federal, dealing with or relating to the subject or subjects of bankruptcy or insolvency, or under any amend~nent of such act or acts, either as a bankrnpt, or as an insolvent, or as a debtor, or in any similar capacity, wherein or whereby the City asks or seeks or prays to be adjudicated a bankrupt, or is to be dis- charged from any or all of the City's debts or obligations, or offers to the City's creditors to effect a composition or extension of time to pay the City's de, hfs or asks, seeks or prays for a reorganization or to effect a plan of reorganization, or for a readjustment of the City's debts, or for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or character be filed or be instituted or taken against the City, or if a receiver of the business or of the property or assets of the City shall be appointed by any court, except a receiver appointed at the instance or request of the Corporation, or if the City shall make a general or any assignment for the benefit of the City's creditors, or if (3) the City shall abandon or vacate the Project (except pursuant to see- tion 24 hereof), thm~ the City shall be deemed to be in default hereunder. (e) The Corporation shall in no event be in default in the per- formanee of any of its obligations hereunder unless and until the Corporation shall have failed to perform such obligations within. ProoT o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 Fl3 thirty (30) days or such additional time as is reasonably required to correct any sneh default after notice by the City to the Corpora- tion properly specifying wherein the Corporation has failed to per- form any such obligation. SECT~OS 12. Eminent Doan'min. (a) If the whole of the Demised Premises and the Project, shall be taken under the power of eminent domain, the term of this lease shall cease as of the day possession shall be so taken. If less than the whole of the Demised Premises and the Project shall be taken under the power of eminent domain, (1) this lease shall continue in full force and effect and shall not be terminated by virtue of such taking and the parties waive the benefit of any law to the contrary, and (2) there shall be a partial abatement of rent to be agreed upon by the City and the Corporation, but. in no event, shall the rental be less than the amount required for the retirement of the Bonds and the payment of the interest thereon as such Bonds and interest be- come due. (b) So long as any of the Bonds shall be outstanding, any award made in eminent domain proceedings for taking or damaging the Demised Premises and the Project in whole or in part shall be paid to the Trustee and applied as provided in the Indenture. Any such award ~nade after all of the Bonds have been fully paid and retired and the Indenture has been discharged shall be paid to the Corpo- ration and the City as their respective interests may appear. Ssc~o~ 13. Surrender of Premises. Upon the expiration of this lease, the City shall surrender to the Corporation the Demised Premises, together with the Project and any other improvements thereon (except as provided in section 24 hereof), in good order and condition and in a state of repair that is consistent with prudent use and conscientious maintenance, except for reasonable wear and tear, for disposition by the Corporation pursuant to section 8 of the Site Lease. SEc~xo~ 14. Right of E~try. The Corporation and its assignees shall have the right to enter the Demised Premises and the Project during reasonable business JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 Fl4 hours (and in emergencies at all times) (a) to inspect the same, (b) for any pm'pose connected with the City's rights or obligations under this lease, and (e) for all other lawful purposes. SEc'no~ 15. Liens. In the event the City shall at any time during the term of this lease cause any changes, alterations, additions, improvements, or other work to be done or performed or materials to be supplied, in or upon the De~nised Premises or the Project, the City shall pay, when due, all sums of money that may become due for, or purporting to be for, any labor, services, materials, supplies or equipment fur- nished or alleged to have been furnished to or for the City in, upon or about the Demised Premises or the Project and which may be secured by any mechanic's, materialman's or other lien against the Demised Premises or the Project or the Corporation's interest there- in, and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that, if the City desires to eon- test any such lien, it may do so. If any such lien shall be reduced to final judgment and such judgment or such process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and said stay thereafter expires, the City shall forthwith pay and discharge said judgment. SECTIOI~' 16. Quiet E~joyment. The parties hereto mutually covenant that the City, by keeping and performing the covenants and agreements herein coniained, shall at all times during the term of this lease, peaceably and quietly, have, hold and enjoy the Demised Premises and the Project, without suit, trouble or hindrance from the Corporation. Ssc~o~' 17. Uorporation Not Liable. The Corporation and its members, directors, ofl]ceI'S, agents and employees shall not be liable to the City or to any other party whom- soever for any death, injury or damage that may result to any per- son or properly by or from any cause whatsoever in, on or about the Demised Premises or the Project. The City shall indemnify and Proo'f oY JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San F.rancisco, Inc., 981-7882 Fl5 hold the Corporation, its incmber% directors, officers, agents and employees harmless from, and defend each of them against, any and all claims, liens and judgments for death of or injury to any person or damage to property whatsoeYer occurring in, on or about the Demised Premises or the Project. SECTION 18. Assignment. Neither this lease nor any interest of the City hereunder shall be mortgaged, pledged, assigned, sublet or transferred by the City by voluntary act or by operation of law or otherwise, except with the prior written consent of the Corporation, which shall not be un- reasonably withheld. SEcTImq 19. Title to Property. Title to the Project and all structural additions thereto shall remain in the Corporation during the term of this lease. Title to all personal property placed in or about the Project by the City shall remain in the City. SscTio~ 20. Ab,tement of Rent(ti. The rental shall be abated proportionately, during any period in which by reason of any damage or destruction (other than by eon- detonation which is hereinbefore provided for) there is a substantial interference with tho use and occupancy of the Demised Premises and the Project by the City, in the proportion which the initial cost of that portion of the Demised Premises and PI'ojeet rendered un- usable bears to the initial cost of the whole of the Demised Premises and Project. Such abatement shall continue for the period commenc- ing with such damage or destruction and ending with the completion by the Corporation of the work of repair or reconstruction. In the event of any such damage or destruction, this lease shall continue in full force and effect and the City waives any right to terminate this lease by virtue of any such damage or destruction. S~,c~m~ 21. Law Gover~ing. This lease shall be governed exclusively by the provisions hereof and by the laws of the State of California as the same from time to time exist, Proot iff JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 Fl6 Sgc'rm~ 22. Notices. All notices, statements, demands, consents, approvals, authori- zations, offers, designations, requests or other communicationfs here- under by either party to the other shall be in writing and shall be sufficiently given and served upon the other party if delivered per- sonally or if mailed by United States registered mail, return receipt requested, postage prepaid, and, if to the City, addressed to the City in care of the City Clerk, City Hall, 400 Grand Avenue, South San Francisco, California, or, if to the Corporation, addressed to the Corporation in care of the Director of Finance, City of South San Francisco, City Hall, 400 Grand Avenue, South San Francisco, Cali- fornia, or to such other addresses as the respective parties may from time to time designate by notice in writing. SzcTIo~ 23. Validity ,nd Severability. If for any reason this lease shall be held by a court of competent jurisdiction to bb void, voidable, or unenforceable by the Corpora- tion or by the City, or if for any reason it is held by such a court that any of the covenants and conditions of the City hereunder, in- cluding the covenant to pay rentals hereunder, is unenforceable for the full term hereof, then and in such event this lease is and shall be deemed to be a lease under which the rentals are to be paid by the City semiannually ,in consideration of the right of the City to pos- sess, occupy and use the Demised Prenfises and the Project, and all of the rental and other terms, provisions and conditions of this lease, except to the extent that such terms, provisions and conditions are contrary to or inconsistent with such holding, shall remain in full force and effect. SscTzo~ 24. Purpose of Lease; Option to Purchase; Personal Property. The City covenants that during the term of this lease, except as hereinafter provided, (a) it will use, or cause the use of, the Demised Premises and the Project solely for public safety purposes and for the purposes for which the Project facilities are customarily used, and (b) it will not vacate or abandon the Project or any part thereof. Proof[ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F17 The City shall have the oI)tion to purchase the Corporation's interest in any part of the Project upon payment of an option price equal to the aggregate amount for the entire remaining term of this lease of the part of the total rent hereunder attributable to such part of the Project (determined by reference to the proportion which the construction cost of such part of the Project bears to the construc- tion cost of all of the Project). Upon the making of such payment, (a) each semiannual installment of rent thereafter payable under this lease shall be reduced by the amount thereof attributable to such part of the Project and theretofore paid pursuant to this section, (b) sections 20 and 24 of this lease shall not thereafter be applicable to such part of the Project, (c) the insurance required by sections 7 and 9 of this lease need not be maintained as to such part of the Project, and (d) title to such part of the Project shall vest in the City and the term of this lease shall end as to the Demised Premises upon which such part of the Project is located and such part of the 'Project. The City, in its discretion, may request the Corporation to sell or exchange any personal property which may at any time constitute a part of the Project, and to release said personal property from this lease, if (a) in the opinion of the City the property so sold or ex- changed is no longer required or useful in connection with the operation of the Project; (b) the consideration to be received from the property is ~f a value substantially equal to the value of the property to be released; and (c) if the value of any such property shall, in the opinion of the Corporation, exceed the amount of $25,000, the Corporation shall have been furnished a certificate of an independent engineer or other qualified independent professional consultant (satisfactory to the Corporation) certifying the value thereof and further certifying that such property is no longer re- quired or useful in connection with the operation of the Project. In the event of any such sale, the full amount of the money considera- tion received for the personal property so sold and released shall be paid to the Trustee. Any money so paid to the Trustee may, so long as the City is not in default under any of the provisions of this lease, be used upon the written request of the City to purchase property, which property shall become a part of the Project leased hereunder. To the extent required by the Indenture, the Trustee may require Proo~ o:f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 Fl8 such opinions, certificates and other documents as it may demn neces- sary before permitting any sale or exchange of personal property subject to this lease or before releasing for the purchase of new personal property money received by it for personal property so sold. The Corporation may make any such sale or exchange as it may deem proper, subject to the terms of the Indenture. S~cT~o~ 25. Waiver. The waiver by the Corporation of any breach by the City of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term, covenant or condition hereof. Sr~cTiox 26. Net Lease. This lease shall be deemed and construed to be a "net lease" and the City hereby agrees that the rentals provided for herein shall be an absolute net return to the Corporation, free and clear of any expenses, charges or set-offs whatsoever. SzcTxo~ 27. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of ,this lease. S~c~Io-~ 28. Exccation. This lease may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same lease. It is also agreed that separate counterparts of this lease may separately be executed by the Cor- poration and the City, all with the same force and effect as though the same counterpart had been executed by both the Corporation and the City. Proo~ iff JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981,7882 Fl9 I~ WITlqESS WHEREOF, the City and the Corporation have caused this lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CiTy or SouTH SAN FRArC,SCO PUBLIC FACILITIES CORPORATION, Sublessor (Seal) ATTEST: President Secretary CITY OF SOUTH SAN FRANCISCO, Sublessce (Seal) A~rr:sT: Mayor City Clerk Approved as to form: -' City Attorney Proo~ o'f JUNE 17, t975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F20 EXHIBIT A All that real property situated in fhe City of South San Fran- cisco, County of San Mat°o, State of California, described as follows: Beginning at a point on the northerly line of Grand Avenue (which line is also the southerly boundary of the parcels described in Volmne 6614 of the Official Records of San Mateo County on pages 565, 567, 571, 573, 593, 603 and 611 and also Volume 6369, page 140, in the City of South San Francisco), which point of begin- ning is distant North 74°27'43'' West 29.48 feet from the intersec- tion of the said northerly line of Grand Avenue with the westerly line of Chestnut Avenue; thence along said northerly line of Grand Avenue North 74°27'43'' West 198.68 feet to a point of curvature; thence continuing along said northerly line of Grand Avenue, along the arc of a curve to the left having a radius of 160 feet, the chord of which bears South 88°03'00'~ West 96.16 feet, a distance of 97.67 feet; thence continuing along said northerly line of Grand Avenue South 70°33'43'' West 126.99 feet to a point of curvature; thence along the arc of a curve to the right having a radius of 330 feet, the chord of which bears South 73044'50'' West 36.62 feet, a distance of 36.64 feet to a point on said curve, which point is the point of beginning for Lot 6 of the (lrant Deed of February 7, 1974 from Raffaellina Ottonello, as to a Life Estate, and in Esterine Casagnetto, (lino Ottonello, Rico Ottonello, and Angee McEntee, each an undi- vided ~/-i interest, as to the remainder to the City of South San Francisco as recorded in Volume 6614 of the Official Records of San Mateo C()unty on page 603; thence from said point on the curve North 16°30'36" East along the Westerly line of said Lot 6 152.52 feet; thence South 70033' West 91.13 feet to a point, said point being the point of begimfing for Parcel Three of the Grant Deed of January 28, 1974 from Oak Farm, Inc., a California Corpora- tion, to the City Of South San Francisco as recorded in Volume 6614 of the Official Records of San Mateo County on page 590; thence along the westernmost boundary of Parcels Three, Two and One of above nalned Grant Deed, North 16°30'36' East 375.83 feet to a point on the westernmost boundary of said Parcel One; thence North 16°29'18' East 95.06 feet to the northwest corner of said Parcel One; thence along the northerly boundary of said Parcel One Proo~ o*f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981,7882 F21 South 74°27'21'' East 381.88 feet to the northeastern corner of said Parcel One; thence along the easternmost boundary of said Parcel One South 15°32'17'' West 50.00 feet to a point, said point being the northwesterly corner of the parcel described in the Grant Deed of January 28, 1974 from Oak Farm, Inc., a California Corporation, as to an undivided 2/3 interest; and George J. Ucelli, also known as George J. Uccelli, also known as George Uccelli, as to an undivided ~/a interest, as his separate property, to the City of South San Fran- cisco as recorded in Volume 6614 of the Official Records of San Marco County on page 578; thence along the northerly boundary of said parcel South 74°27'21'' East 140.00 feet to the northeasterly corner of said parcel; thence South 16°32'35" West 370.58 feet to a point of curvature; thence along the arc of a curve to the right having a radius of 30 feet, the chord of which })ears South 6} °02'26" West 42.05 feet, a distance of 46.60 feet to the point of beginning. Prool' o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 F22 State of California County of San Mateo~ ss. On this ................ day of .................... , in the year 1975, before me, ................................................................ , a notary public in and for the State of California, duly commissioned and sworn, personally ap- peared ........................................ , known to me to be the President, and .................................... , known to me to be the Secretary, respectively, of QT~: 05- SOUTH SAN FRAnCiSCO Pvsuc FACILITIES CORPORATION, the corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resoh/tion of its board of directors. IN W~Nsss WI~saEor, I have hereunto subscribed my name and affixed my official seal in the County of San Marco on the day and year in this certificate first above written. [Notarial Seal] Notary Public in and for the State of California commission expires: ................................ Proo~f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981,7882 Fg3 State of California '1 County of San Mateo ~ ss. On this ............ day of ...................... , in the year 1975, before me, .................................................................... , a notary public in and for the State of California, duly commissioned aud sworn, personally ap- peared .......................................... , known to me to be the Mayor, and .................................... , known to me to be the City Clerk, respectively, of the CITY or SOUTH SAN Faaxc~sco, the municipal corporation that executed the withiu instrument, and known to me to be the persons who executed the within iustrument on behalf of said municipal cor- poration therein named, and acknowledged to me that such nmnicipal corporation executed the within instrmnent imrsuant to a resolution of the City Council of the City of South San Francisco. I~x W~T~ZSS W~azazo~, I have hereunto subscribed ~ny name and affixed my official seal in the County of San Mateo on the day and year in this certificate first above written. [Notarial Seal] NDtary Public in and for the State of Ualifornia My commission expires: ................................ Proof Of JUN£ 17, 1975 CIT'¥ OF SO. SAN FRAN.--5666 Bowx~e of San Francisco, Inc., 981-t88z CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES CORPORATION and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, Irustee Dated as of April 1, 1975 $5,250,000 CITY OF SOUTH SAN FRANCISCO PUBLIC FACILITIES CORPORATION 1975 BONDS ProoT o'f dUHE 17, 1975 CITY OF SO. SAN FllAN.---5666 Bowue of San Francisco, Inc., 981-7882 TABLE OF CONTENTS Parties ....................................................... Preambles .................................................... Form of Coupon Bond ........................................ I?orm of Interest Coupon ..................................... Form of Trustee's Certificate of Authentieatiou to Appear on Coupon Bonds ........................................... Page 1 1 4 Form of Fully Registered Bond ................................... 10 Form of Trustee's Certificate of Authentication and Registration to Appear on Registered Bonds .................................... 15 Form of Corresponding Coupon Bond Eudorsement ................. 15 Form of Assignment .......................................... :... 16 Granting Clauses ................................................ 16 Habendum ...................................................... 17 Declaration of Trust .............................................. 18 Section Aa'ncr,~ I--Defin, itions 1.01 Definitions ............................................. 19 1.02 Content of Certificates and Opinions ......................... 25 'A}~T~CLI~: II--The Bonds '2.01 Terms of Bonds ......................................... 26 2.02 Exeention of Bonds ....................................... 27 2.03 Transfer of Coupon Bonds .................................. 28 2.(~-t Transfer of Fully Registered Bonds ....................... 29 2.05 Exehang. e of Bonds .................................... 30 2.06 Bond Register ........................................... 30 2.07 Temporary Bonds ..................................... 31 2.08 Bonds Mutilated, Lost, Destroyed or Stolen .................. 31 AnTtCI.E III--Issue of Bond.s' 3.01 Autheuticatiou and Delivery of Bonds .................... 32 3.02 Application of Proceeds of Bonds ........................ 32 3.03 Construction Fm~d ........................................ 33 3.04 Issuance of Additional Bonds ............................. 35 3.05 Construction Contract .............................. 39 ProoT o7 JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 Section TABLE OF CONTENTS Page ARTICLe: IV.--Redemptioa o[ Bonds 4.01 Terms of Redemptiou ..................................... 40 4.02 Selection of Bonds for Redemption ....................... 41 4.03 Notice of Redemption ...................................... 41 4.04 Effect of Redemption ...................................... 42 4.05 Rescission of Notice of Redemption ......................... 43 ARTICLE V~e~t~u~8 5.01 Pledge and Assignment of Revenues; Revenue Fuud .......... 43 5.02 Allocation of Moneys in Revenue Fund to Special Funds ........ 44 (a) Interest aud Redemption Fund ......................... 44 (b) Operation and Maintenance Fund ....................... 45 (c) Reserve Fund ......................................... 45 5.03 Corporate Operatiou Fund ................................ 47 5.04 Investment of Moneys in Special Funds; Arbitrage Bond Covenant .................. ............. 47 5.05 Fund Accounting .......................................... 48 ARTICLE VI--Covenan,ts of the Corporation 6.01 Payment of Principal and Interest ........................... 48 6.02 Extension or Funding of Interest Coupons .................... 49 6.03 Construction of Project .................................... 49 6.04 Maiutcnance of Revenues ................................... 49 6.05 Accouuting Records and Reports ............................ 50 6.06 Compliance with Indentm'e ................................. 50 6,07 Authorization for Bonds ................................ 50 6.08 Leasehold Estate . ........................................ 50 6.09 Observance of Laws and Regulations ........................ 52 6.10 Maintenance and Repair of Project ......................... 53 6.11 Other Liens .......................................... 53 6.12 Compliance ~vith Contracts .............................. 54 6.13 Insurance ................................................ ~ 6.14 Prosecutiou and Defense of Suits .......................... 57 6,15 Recordation and Filing .................................... 58 6.16 Miscellaneous Covenants ................................. 59 6.17 City Budgets ............................................ 59 6.18 Eminent l)omain ...................................... 60 6.19 Sale of Personal Property .................................. 61 6.20 Further Assurances .................................... 62 6.21 Paying Agents .................................... ~3 Proof Of JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxwm of San Francisco, Inc., 981-7882 Section 7.01 7.02 7.03 7.04 7.05 7.06 7.07 7.08 7.09 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17 7.18 7.19 7.20 7.21 7.22 7.23 8.01 8.02 8.03 8.04 8.05 8.06 8.07 8.08 8.09 8.10 8.11 nl TABLE OF CONTEN2~3 Page An'rm~a.: VII--Remedies o?~ Default Events of Default; Acceleration; Waiver of Default .......... 63 Power of Trustee to Enter and Take Possession of Trust Estate . . 65 Rights and Duties of Trustee upon Entry ..................... 66 Institution of Legal Proceedings by Trustee ................. 67 Power of Sale ............................................. 68 Acceleration upon Exercise of Power of Sale ................... 68 Sale as Entirety or in Parcels ............................. 69 Adjournments of Sale .................................... 69 Transfer to Purchaser at Sale ............................... 70 Sale a Bar Against Corporation ............................. 70 Purchaser Not Liable for Application of Purchase Money ...... 70 Application of Bonds to Purdmse Price ...................... 71 Purchase by Trustee ....................................... 71 Application of Proceeds of Sale ............................ 71 Effect of Delay or Omission to Pursue Bemedy ................ 72 Remedies Cumnlative ...................................... 73 Waiver by Corporation of Benefits of Laws for Protection of Debtors ..................................... 73 Covenaut to Pay Bonds in Event of Default, Ere ............... 73 Bights of Trustee in Receivership Proceedings, Ete ............ 75 Rights of Bondholders to Control Proceedings by Trnstee ...... 75 Limitation on Bondholders' Right to Sue ................... 76 Absolute Obligation of Corporation ........................ 77 Waiver of Personal Liability of Individuals ................. 77 An'nc~r~ VIII--The Trustee Duties, Immunities and Liabilities of Trustee ................. 78 Right of Trustee to Rely upon Documents, Etc .............. 79 Trustee Not Responsible for Recitals ........................ 80 Bight of Trustee to Acquire Bonds ......................... SO Moneys Received by Trustee to Be Held irt Trust ............ 80 Compensation and Indemnification of Trustee ................ 81 Qualifications of Trustee ............................... S2 Resignation and Removal of Trustee and Appointment of Successor Trustee ...................... S2 Acceptance of Trust by Successor Trustee ........... 83 Merger or Consolidation of Trustee ..................... 84 Becords of Trustee ................................. 85 Proo'f o'f J~JftE 17, 197.5 CITY OF SO. SAN FRAN.--5666 B(mq~e of San Francisco, Inc., 981-7882 TABLE OF CONTENTS Section 9.01 9.02 9.03 9.04 9.05 10.01 10.02 10.03 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.05 11.09 PaRc AP;TICLE IX--Modification of Indenture Modification xvithout Consent of Bondholders ................ 85 Modification with Consent of Bondholders ................... 86 Effect of Supplemental Indenture ........................... 87 Opinion of Counsel as to Snpplemental Indenture .......... 88 Notation of Modification on Bonds; Preparation of Ne;v Bomts .. 88 AaT~CL~ X--Defeasance Discharge of Indenture ................................. 88 Discharge of Liability on Bonds and Coupons ................ 89 Payment of Bonds and Coupons after Disdmrge of Indenture .... 90 Awnc~ XI~M iscellaneous Successors of Corporation .................................. 91 Limitation of Rights to Parties and Bondholders .............. 91 Waiver of Notice ........................................ 91 Destruction of Bonds and Coupons .......................... 9t Severability of Invalid Provisions ........................ ~.. 91 Notice to Corporation and Trustee ........................ 92 Evidence of Rights of Bondholders ......................... 92 Article and Section Headings .............................. 94 Execution in Several Counterparts .................. · ...... 94 Execution .................................................. 95 Acknowledgments ........................................ 96 Proof o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 THIS li>IDENTURE, made and entered into as of the first day of April, 1975, bv and between City of South San Francisco Public l~'aeilities Corporation, a nonprofit corporation organized and exist- ing under and by virtue of' tim laws of the State of California, and having its principal place of business in the County of San Mateo in said State (herein called tile "Corporation"), party of the first part, attd Bank of America National Trust and Savings Association, a national banking assoeiati0n organized and existing under and by virtue of the laws of the United States of America, having its prin- cipal office in the City and County of San IPraneiseo, State of Califof ni.a, and being qualified to accept and administer the trusts hereby created (herein called the "Trustee"), party of the second part, WITN E~,SETH: Wm.;m.:.xs, tile City of South San l~'rancis('o, California (herein called the "City"), is the owner of certain real property more praetie- ularly described as follows: All that certain real property situate in the City et' South San Francisco, County of San Marco, State of California, scribed as follows: Begimfing at a point on the m)rtherly line of (;ran(l Avenue (which line is also the south, erly botmdary o1~ the par('els de- scribed in Volume 6614 of the Otticial lieeords of Sa~ Mateo Cmmty on pages 565, 567, 571, 573, 593, 603 ami 611 anil also Volume 6369, page 140, in the City of South Sa~ Francisco), which point of beginning is distant North 74027'43'' ~Vest 29.48 feet from the intersection et' the said northerly line of (}raml Avenue with the westerly line of Chestmit Avemte; them'e along said northerly line of (fraud Average North 74:27'43" West 198.68 feet to a point of em'vatm'e; them. e continuing along said northerly line ot' (fraud Avenue, alo~tg the art. of a curve to the left having a radius of 161) feet, the {'herd of whiet~ bears South 88003'0(}'' West 96.16 feet, a distam'e of 97.d7 feet; thence eon- timting along said northerly line oF (;ran~l Avenue South 7()~ 33'43" West 126.99 feet to a uoint of curvature; thence along the ,,o0 Feet, the are of a mitre to the right having a radius of of which bears South 73044'50'' West 3~.62 feet, a distam.e Proo~ of JYt~lE 17, 1975 CITY OF SO. SAN ICBAN.--.5666 Bowne of San Fra,,cisco, Inc., 9~1~7852 36.64 feet to a point on sai(t curve, whit, h point is the point beginning for I~ot (; of the {irant Deed of February 7, 1974 from llaffael, lina ()ttonello. as to a l~it'e Estate, and ill Esterine Casagnetto, {lino ()ttonello, Rico Ottonello, and Angee M('Entee, each an undivided IA interest, as to the remainder to t}m City {~t: South Sail Franeis('o as ret'ordeal in Vohtme 6614 of the cial }lecor(ls of San 5Iateo County on page 603; then(?e from saM point on the curve North 16~30'3G'' East along the westerly line of said l~ot ~ 152.52 feet; then('e South 70033' West 9[.13 feet to a point, said point being the point of beginning for Three of the Grant Deed of January 28, 1974 ['font Oak Farm, Inc., a C, alirornia Corporation, to the City of South San Craneisco as recorded in Volume G614 of the Olfieial Ile('ords of San Mateo County on page 590; thence along the westernmost boundary of Pm'eels Three, Two and One of al)ore named Grant I)eed, North 16°30'36'' lqast 375.83 feet to a point on the wester]m]ost ary of said Parcel ()ne; them'e North 16'29'18" East 95.06 feet to the northwest corner of said Parcel ()ne; t}Lenee along the northerly },)undary of said Parcel One South 74°27'21" }gast 381.88 feet to the northeastern corner of said Part'el ()m,; along the eastm'mnost l)oundary of said Part'el ()ne Smttlt 15° 32q7~' West 5().t1() feet to a point, said point being the north-. westerly corm,' o[' the })a]'('el dest,]'il~e(I in tht, (il'ant. I)eed January 28, 1974 from ()ak Farm, lin.., a California ti{m, as t. an m~divided "/ interest' aml (leorg't, ,1 Uetqli, also kn(}wn as (leorge J. lk,t~elli, also kn()Wn as (iem'ge Ik'('elli, as to an umlivided ]/~ interest, as his separate ln'Ol)erty, to the City of South San 1,¥am. iseo as ]'e('or(le{I in Volume 6614 ()[ the ()flieial llei. ords of San Mateo County on page 578; them.e aloiig' the northerly boundary of said parcel South 74027'21'~ East 14:11.0t) feet to the northeasterly em'net of sairt part'el; them'e South 16032'35" West 371).58 feet to a point of eurvatm'e; them'e along' the a,'e of a curve to the right having a radius t,[ 30 t'eet, the chord of whit. h hears South 61°02'26~' West 42.05 feet, a ({istan('e of 46.(i() feet to lhe point of begimfing. \Vn v:m.:,xs, the (!it3' Ct)uric, il of the (_?it3' hits hert'toi'or+, dett, l'mined that th{; iml~lic interest and necessity require that said real t~ropert.v Pro9~ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne of San Francisco, Inc., ,%1-78S2 be used as the site of a l)ublie safety c. omplex, containinlz a fire sta- tion, a }}oliee station and detention art, a, administrative offices for tl~e police and fi're del)artmm~ts and a eommunit'.ations center, gether with parking', site development, landsealfing, utilities, e{tuip- ment and al~purtenant and related facilities (herein called the "lh'oje(,t"), hv and for the City; Wnt~m~,xs, the Corporation has been formed for the purpose of rendering financial assistance to tlu, City by finanein~ the acquisition, construction and improvement of lmblie buildings and facilities for the City; the City has leased said real property to the Corporation bv a lease, dated as of April 1, 1975 (herein called the "Site Lease"), and the Corporation has agreed to construct and eo~nplete the Project thereon and has leased said real property and the Projee. i to be constI'ueted thereon to the City hv a lease, dated as of April 1, 1975 (herein called the "Facility Wl~mm~xs, the (~orpm'ation has not made, and does not intend to make, any ln'otit by reason of any }rosiness or ventm'e in which it nmy engage or by reason of the construction of the l>rojeet, and no part of the Corporation's net earnings, if any, will ever inure to the l~mmfit of any l~erson except the City; 'Wm,mu,xs' all ot' the issued ami outstamting mmnbership cares of the Corporation are bm~eficiallv owned hv lhe City suant to a declaration of trust, dated as of April 1, t975, executed hv Bank of America National Trust and Savin~s Association, as trustee thertmnder, Hv the terms of whid~ said trustee has declared and aeknowh'dged lhat it holds the title to all of the issued and outstanding membershil~ certificates of the ('orpm'ation in trust for the City; Wmm~s, the COrl)o~'ation has detach'mined'to borrow money for its eorl)orate I)Url~oses and to that end has duly authorized the issmmee of its t)(mds hereunder, and to secur,, the payment of the principal thereof and of the interest and premhtm (if any) thereon, and the o})serx'anee of the covenants and conditions herein contained, has authorized the execution and ddix'erv of this Inden- tm'e: 17, 1975 CITY OF SO. SAN F'RAN.--5666 Bowne of San Francisco, Inc., 98L7852 Wm,:m.::xs, said bonds to be issued hereunder are designated the "(_',it)" of South San Francisco Public Facilities Corporation 1.975 Bonds" (herein called the "Bonds"), in an aggregate principal am(rant of not to exceed five million two lmndred fifty thousand dollars ($5,250,000); Wmml~as, the coupon Bonds, the interest coupons to be attached thereto, the form of Trustee's certificate of authentieatim~ to appear thereon, the fully registered Bonds, and the forms of Trustee's eer-. tifieate of authentication and registration, corresponding cottpon bond endorsement and assignment to appear thereon, are to be in substantially the following forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture: [.FO~M Or COUrOh~ $5,000 No ............. CI'TY OF SOUTH SAN FRANCISCO PUBLIC FACII,ITIES CORPORATION 1975 BOND (~,ITY OF ~OUTt{ ~AN ~aRANCISCO 1)IJBLIC ]PACILITIES CORPORATI0~ a nonprofit corpo,'ation organized and existing under and by virtue of the laws of the State of California (herein called the "Corpora- tion"), for value received, hereby promises to pay to the bearer hereof, on ()ctober 1, _ ....... , the principal sum of Five Thousand Dollars ($5,000) in lawful money of the United States of America; and to pay interest thereon in like money from the date hereof until payment of such principal suni, at the rate of .................... per cent ( ...... ~.) per annum, payable semiannually on ~pril 1 and October 1 in each year, but only, in the case of interest due on or before matu- rity, upon presentation and surrender, and according to the tenor, of the rt, Sl)ective interest (.Ottl~OnS hereto annexed as they severally mature. Both the l)rincipal hereof and interest hereon are payable at the principal (dSce of Bank of A~neri('a National Trust and Savings Association (herein called the "Trustee"), in the City and County of San Francisco, State of California, or, at lhe option of the holder, at the princil)al office of First National City Bank, in the Borough of Manhattan, City of New York, State of New York, or at the office of Harris Trust and Savings Bank, in the City of Chicago, County of Cook, S/ale of Illinois. Proo~ o~' JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 5 This Bond is one of a dun authorized issue of bonds of the Co,'poration designated as the "City of South San Francisco Public Facilities Corporation 1975 Bonds" (hereiu called the Bouts ) of an aggregate principal amount of Five Million Two Hundred Fifty Thousand I)ollars ($5,250,000), all issued umler and equally secured by an indenture (herein called the "Indenture'), dated as of April 1, 1975, between the Corporation and the ~rustee. The Bonds are obligations of the (~orporation seem'ed by a lien on the leasehold interest of the Corporation in certain real property, as set forth in the Indenture, and on the 'Revenues, as defined in the Indenture. Additional bonds may be issued on a parity with the Bonds, but only subject to the terms of the h~denture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a descrip- tion of the rights theretmder of the bearers and registered oxnmrs of the Bonds and the bearers of the appurtenant coupons, of the nature and extent of the security, of the rights, duties and im- munities of the Trustee and of the rights and obligations of the Corporation thereunder, to all of the provisions of which Indenture the bearer of this Bond, by acceptance hereof, assents and agrees. The Indenlure contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than sixty per cent (6(}~/) in aggregate l)rineilml amount of the Bonds at the time outstanding, evidenced as in the Indenture provided, to execute SUpl)lemental indentures adding any provisions to, or changing in any manner, or elinfinating any of the provisions of, the l-ndenture; provided, however, that no such supplenwntal indenture shall (1) extend the fixed matm'ity of this Bond or redttee the rate of interest hereon or extend the time of I)ayment of interest, or reduce the amount of the l)rineipal hereof, or reduce any l)remium payable on the redemption hereof, without the consent of the holder hereof, or (2) redttee the aforesaid percentage of hohlers of BondsWhOSe' ~ consent is required for the execution of such supI)len,ental indentures, or permit the (q'eat. ion of any lien (m the trust estate prior to or on a parity with the lien of the lndentm'e (except as expressly permitted therein) or deprive the holders of the Bonds of the lien created by the Indenture upon the trust estate (except as exl)ressly permitted by the Indentm'e), without the consent of the holders of all Bonds then outstanding. Proof et JUNE 17, 1975 CITY OF SO. SAN FI/AN.---5666 Bowne of San Francisco, Inc., 981 78811 The Corl)oration shall bare the right, under the circumstances and upon the terms and conditions prescribed in the Indenture, to redeem Bonds at the principal amount thereof plu;q aeerned interest to the date of redeml~tion through the application of proceeds of insm'anee and eminent domain proeeeding's. Bonds due on or ~efore October 1, 1986 are not otherwise subject to redemption before their respective stated maturities. Bonds due on or after October 1, 1987 are also subject to redemption prior to their respeCtive stated maturities, at the option of the Corporation, as a whole, or in part in inverse order of maturities and by lot within any such maturity if less than all of the lB(rods of such ~naturity be redeemed, from any source of available funds, on any interest payment date on or after October 1, 1986, at the principal amount thereof and accrued interest thereon to the date fixed for redemption, t)lus a premimn of one- fourth of one per cent (~/; of 1~) of such principal amomd for each year or fraction thereof remaining between the date fixed for redemption and their respective stated maturities, except that such t)remium shall not exceed three aud three-fourths per cent (3:~;%) of such principal amount. As l)rovided in the Indenture, notice of i'edemption shall be given by publication at least once in a financial newspaper or journal, printed in the English language, customarily published on each busi- ness day and circulated in San Francisco, California, such publica- tion to be not less than thirty nor more than sixty days before the redemption date. If this Bond is called for redemption and payment is duly pro- vided theref'or as specified in the Indenture, interest shall eease to accrue hereon from and after the date fixed for redemption, and coupons for such interest subsequently maturing shall be void. If au event of default, as defined in the Indenture, shall occur, the principal of all Bonds may be declared due and payable upon the conditions, in the manner and with the effect provided in the Indenture. The Indenture provides that in certain events such declaration and its consequences may be rescinded by the holders of at least sixty per cent (60¢) in aggregate principal amount of the Bonds then outstanding. Proo~ o'f JUfl£ 17, 1975 CITY OF SO. SAN FRAN.--,5666 Bo~vne of San Francisco, inc., 981:-7882 The Bonds are issuable as coupun Bonds in the denomination of $5,00(} and as fully registered Bonds without coupons in denomi- nations of $5,000 and any authorized multiple thereof. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, fully registered Bonds may be exchanged for a like aggregate prineil)al amount of coupon Bonds or for a like aggregate 1)rineipal amount of fully registered Bonds of other authorized denomimxtions, and eoupon Bonds nmy be ex- changed for a like aggregate principal amount of fully registered Bonds of authorized denominati(ms. This _Bond and the coupons appertaining hereto are negotiable and transferable by delivery, and the Corl)oration, the Trustee and any paying agent may treat the bearer hereof, or the bearer of any coupon, as the ease may be, for all purposes, whether or not this Bond or such coupon shall l)e overdue, and the Corporation, the Trustee and any paying agent shall not be affected by any notice to the contrary. No reeom'se shall be }md for the payment of the principal of or the interest o:n this Bond or for any claim based hereon or otherwise in resl)ect hereof, or based on or in respect of the Inden- ture or any indenture supplemental thereto, against any ineorpo~ farm', member, director or officer, as such, lmst, present or future, of the Corporation or of any predecessor or successor corporation, either directly or through the C()rporation or otherwise, whether by virtue of any constitution, statute or rule of law, or bv the enforce- ment of any assessment or penalty, or otherwise, all such liability being by the acceptance hereof and as tmrt of the consideration for the issue hereof expressly waived and released, as provided in the Indenture. Neither this B(md nor any (:out)ohs appertaining hereto shall be entitled to any benefit under the Indenture, or become valid or obli~ratory for any pm'l)OSe, until the certificate of authenti(mtion hereon endorsed shall bare been signed by the Trustee. Proo'f o'! JUNE 17, 1975 CITY OF SO. SAN F1LkN.---5666 Bowne iff San Francisco, Inc., 381-tSSz 8 t~' W~T,xn~ss Wnmc~:or, City of South San Prancisco Public Facilities Corporation has caused this Bond to be executed on its behalf by the signature of its President, and its corporate seal to be reproduced hereon and attested by the signature of its Secretary, and has caused coupons for interest bearing the signature of its Treasurer to be attached hereto, all as of April 1, 1975. CITy ()l~' SOUTff SAN ]~aRAN(qSC0 PUBLIC ~ACILITIES CORI 0RATI )N (Seal) Attest: By President Secretary Proo'f o'f ,JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 [FORM OF INTEREF, T COUPON] (JITY OF S()UT}[ SAN FRANCISCO PUBLIC FACILITIES CORPOI~ATION~ 0II ........................ ], ........ unless the Bond herein mentioned shall haw· been called for previous redemption and pay- men~ thereof made or duly provided for, will pay to bearer at the principal o~ce of o~' AMERR~A NAT~()N~ TgUST AND SAVINOS As- SOCIATIO~~, iii SAN FRANCISCO, CALIFORNIA, or, at the option of the holder, at the principal office of Fmsa' NA'nOXAU C~TV BX.'K, in Nsw 'Yogin, N~w Yom~, or at the office of Tl:VST .t~ S~w~'6s BA~'K, in CmcAcO, ILLb NmS, upon surrender hereof, the stun set forth herein in lawful money of the United States of America, being interest then due $ ...................................... upon its City of South San Francisco Public Facilities Corporation 1975 Bond, dated as of April 1, 1975, .................................................... No ............................... Coupon No ................. This is one Indenture. [FOI~M OF TItUSTEE'S CER, TIFICATE OF AUTi{ENTICATION TO APPEAR ON COUPON BONDS] of the Bonds described in the within-mentioned [:lANK OF A MERIUA NATIONAL TRU,'qT AND SAVINGS .3kSSO(!IATION~ 7'ru,s'tce ]ix' A~tthorizcd O~cc, r ProoT o'f JUHE 17, 197§ CITY OF SO. SAN FBAN.--5666 Bownc of San Francisco, Inc., 981-7882 10 [l~'OttSl OF FULLY I~EGtSTJ~;[~I']I' BOND] $ ....................... No. R ............ CITY OF SOUTH SAN FI~ANCISC() t'UBIAC FACILITI]~;S C()RP()RATI()N 1975 BONI) {]ITY OF ~()UTH ~AN FRANCISCO ~UBI.IC ~ACII.1TIES ~ORPOtLkTIO~) a nonprofit corporation organized and existing under and bv virtue of the laws of the State of California (herein called th.e "Corpora- tion"), for value received, hereby promises to pay to ........................ ................................................ or registered assigms, on October 1, ........ , the principal stun of .................................................................... Thousand Dollars ($ .................... ) in lawful money of the United States of America; and to pay interest thereon in hike money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated on an interest payment date, in which event it shall 1)ear interest from such date of authentication, or unless this Bond is atttbentieated prior to October 1, 1975, in which event it shall bear interest frown April 1, 1975) until payment of such principal sum, at the rate of .............................. per cent ( ........ %) per annum, payable semiannuMly on April 1 and October 1 in each year. Both the princif)al hereof and interest hereon are payable at the principal office of Bank of America National Trust and Sav- ings Association (herein called the "Trustee"), in the City and County of San Francisco, State of California. This Bond is one of a duly authorized issue of bonds of the Corporation designated as the "City of South San Francisco Public Facilities Corporation 1975 Bonds" (herein called the "Bonds"), of an aggregate principal amount of Five Million Two Hundred Fifty Thousand Dollars ($5,250,000), all issued under and equally secured by an indenture (herein called the "Indenture"), dated as of April 1, 1975, between the Corporation and the Trustee. The Bonds are general obligations of the Corporation secured by a lien on the leasehold interest of the Corporation in certain real property, as set forth in the Indenture, and on the Revenues, as defined in the Indenture. Additional bonds may be issued on a parity with the Bonds, but only subject to the terms of the Indenture. Reference is hereby made to the Indenture and all indentures supplemental thereto for a description of the rights thereunder of the bearers and ProoT ot JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxw~e of San Francisco, Inc., 981~7882 11 registered owners of the Bonds and the bearers of the appurtenant coupons, of the natm'e and extent of the security, of the rights, duties and immunities of the Trustee and of the rights and obliga- tions of the Corporation theretmder, to all of the provisions of which Indenture the registered owner of this Bond, by acceptance hereof, assents and a~ice, 8. The Indenture contains provisions permitting the Corporation and the Trustee, with the consent of the holders of not less than sixty per cent (60%) in aggregate principal amount of the Bonds at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to, or chang- ing in any manner, or eliminating any of the provisions of, the h~denture; provided, however, that no such supplemental indenture shall (1) extend the fixed maturity of this Bond or reduce the rate of interest hereon or extend the time of pasnnent of interest, or re- duce tile amount of the principal hereof, or reduce any premimn pay- able on the redemption hereof, without the consent of the holder hereof, or (2) reduce the aforesaid percentage of holders of Bonds whose consent is required for the execution of such supplemental in- dentures, or permit the creation of any lien on the trust estate prior to or on a parity with the lien of the Indenture (except as expressly permitted therein) or deprive the holders of the Bonds of the lion created by the indenture upon the trust estate, without the consent of the holders of all Bonds then outstanding. 'l'he Corporation shall have the right, under the circumstances and upon the terms and conditions prescribed in the Indenture, to redeem Bonds at the principal amount thereof plus accrued interest to the date of redemption through the application of proceeds of in- surance and eminent domain proceedings. Bonds due on or before October 1, 1986 are not otherwise subject to redemption before their respective stated maturities. Bonds due on or after October 1, 1987 are also subject to redemption prior to their respective stated turities, at the option of the Corporation, as a whole, or in part in inverse order of maturities and by lot within any such maturity if less than all of the Bonds of such maturity be redeemed, from any source of available funds, on any interest payment date on or after October 1, 1986, at the principal amount thereof and accrued interest Proot o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--,5666 Bo~vne of San Francisco, Inc., 981~7882 12 thereon to the (late fixed for redemption, plus a prenfimn of one- fourth of one l)er cent (}/~ of 1~4~) of such l)rincipal amount for each whole year or fraction thereof remaining between the date fixed for redemption and their respective stated maturities, except that such premium shall not exceed three and three-fourths per cent (3:~%) of such priucipal anlouut. As provided in the Indenture, notice of redemption shall be given by publication at least once in a financial newspaper or journal, printed in the English language, customarily published on each business day and circulated in San Francisco, California, such publication to be not less than thirty not' more than sixty days before the redemption date. Notice of redemption hereof shall also be mailed, not less than thirty nor more than sixty days prior to the redeml)tion date, to the registered owner of this Bond, but neither failure to mail such notice nor any defect in the notice so mailed shall affect the suflicieucy of the proceedings for redemption. If this Bond is called for redemption and payntent is duly pro- vided therefor as specified in the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption. If an event of default, as defined in the lndentnre, shall occur, the principal of all Bonds may he declared due and Imyable upon tile conditions, in the manner and with the effect provided in the Indenture. The Indenture provides that iii certain events such decla- ration and its consequences ma5' be i'eseinded by the holders of at least sixty per cent (60¢.) in aggregate principal anlount of the Bonds then outstanding. The Bonds are issuable as coupon Bonds ill the denomination of $5,000 and as fully registered Bonds without eoul)ons in denomL nations of $5,000 and any authorized umltiple thereof. Subject to tile limitations and conditions and uI)On payment of the charges, if any, as provided iii the hldenture, fully registered Bonds nmy be exchanged for a like aggregate principal aniount of coupon Bonds or for a like aggregate principal amount of fully registered Bonds of other authorized denominations, and coupon Bonds nmy be changed for a like aggregate principal amount of fully registered Bonds of authorized denominations. Proo~f Of JUXE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo~w~e of San Francisco, Inc., 981-7S82 13 This Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor. The Corporation and the Trustee nmy treat the registered owner hereof as the absolute owner hereof for all purposes, and the Cor- poration and the Trustee shall not be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or the interest on this Bond or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Inden- ture or any indenture supplemental thereto, against any incorpora~ tot, member, director or officer, as such, past, present or future, of the Corporation or of any predecessor or successor corporation, either directly or through the (~orporation or otherwise, whether by virtue of a, ty constitution, statute or rule of law, or by the enforce- ment of any assessment or penalty, or otherwise, all such liability being by the acceptance hereof and as part of the consideration for the issue hereof expressly waived and released, as pro~'ided in the Indenture. This Bond shall not be entitled to any benefi~ under the inden- ture, or become valid or obligatory for any purpose, until tim cer- tificate of authentication hereon endorsed shall have l)em~ signed by the Trnstee. Proo'f o? JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 13o~vne <~f San Francisco, Inc., 981-7882 14 Ix WiT~;ss Wm, m~or, City of S(,uth San Francisco Public Fa- cilities Corporatio~ has caused this Bond to be execnted on its behalf by the signature o[' its President, and its corporate seal to be repro- d.¢ed hereon and attested by the signature of its Secretary, all as of April 1, 1975. (~IT~' OF ~OUTH ~AN FRANCISCO PUBLIC FACILITIES C, OR. POI~ATION (Seal) Attest: Secretary By Preside,hr Proof' Of JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bownc (ff San Francisco, Inc., 981-7882 15 [FORM (')F TRUSTEE~S CEt~TIFICATE OF AUT~iENTICATI(~N AND REG1ST~ATI()N TO APPEAR ON ~EiilSTEREI~ BONDS] This is one of the Bonds described in the within-mentioned Indenture and authenticated and registered ............................................. AND ~AVINGS ASSOCIAT1ON~ Trustee By Authorized Officer [FORM O J? CORllESPONDING- COUPON BOND Notice: No writing below except by the Tr~stee This Registered Bond is issued in lieu of or in exchange for Coupon Bond(s) of this issue, inl'erest rate and maturity, mmibe, red ........................................................................................... in the denomination of $5,000 each not contemporaneously out- standing aggregating the face value hereof; and Coupon Bond (s) of this issue and of the same interest rate and maturity aggre- gating the face value hereof [and hearing' the ab{~ve, serial number(s) which has (have) been reserved for such Coupon Bond(s)] will be issued in exchange for this Regist{.red Bond and upon surrender and cancellation thereof and upon payment of charges, all as provided in the within-mentioned 'Indenture. Proot of JUNE 17, 1975 CITY OF SO. SAN FBAN.--5666 Boxvne of San Francisco, Inc., 981~7882 16 For vallle received the undersigned do(~.s) hereby sell, assign and transfer unto .................................................................................... the. within-mentioned Registered Bond and hereby irrevocably constk tute and appoint .................................................. attorney, to transfer the same on the books of the Trustee with full power of substitutk~n in the prmnises. Dated: ........................................ Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Registered Bond in every particular, ~vithout alteration or enlargement or any change xvhatsoever. and Wn~:a~:~s, all acts and proceedings required by law and by the articles of incorporation and by-laws of the Corporation, including all action requisite on the part of its directors and officers, necessary to make the Bonds, when executed by the Corporation, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal general obligations of the Corporation, and to constitute this Indenture a valid and binding agreement for the uses and purposes herein set forth, in accordance with ~ts terms, have been done and taken; and the execution and delivery of this Indenture have been in all respects duly authorized; Now, [I'It~:tu,:FOUE, THIS I XDENTUlU,: XVrrNEsSl,;'rti, that in order to secure the payment of the principal of, and the interest and premium, if any, on, all Bonds at any time issued and outstanding under this Indenture, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions ttpon and subject to which the Bonds are to be issued and received, and in considera- tion of the premises and of the Imrehase and acceptance of the Bonds by the holders thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the Corporation, party of the first part, does hereby grant, bargain, sell, warrant, convey, CITY OF SO. SAN F1UkN.--5666 Bowne of San Francisco, Inc., 981-7882 17 confirm, assign, transfer in trust, transfe,' a security interest in, pledge and set over unto the Trustee, party of the second part, and to its successors in the t,'usts hereby created, all and singular the property of the Corporation, real and personal, hereinafter scribed (said property being herein sometimes referred to as the "trust estate"): 1. The leasehold estate in and to the real property situate in the City of South San Praneiseo, County of San Mateo, State of California, hereinbefore particularly described, held by the Corporation under the lease, dated as of April 1, 1975 and entitled "Site Lease," between the City, as lessor, and the Corporation, as lessee, which was recorded in the office of the Comity Reeorder of the County of San Mateo on ........................ , 1975, trader Reeorder's Serial No ................. , together with all rights, interests and privileges of the lessee thereunder. 2. All of the rights, title and interest of the Corporation in, to and under the lease, dated as of April 1, 1975 and entitled "Facility Lease," between the Corporation, as lessor, and the City,. as l(.~s~..~,~s'~, which was recorded in the office of the County. Recorder of the County of San Marco on ......................... 1975, under Recm'der's , erml No. 3. All of the revenues derived by the Corporation, directly or indirectly, from the use aud op¢.ration of the Project to be constructed on said real property referred to in paragraph 1 above, together with all of the rents, issues and profits derived by the Corporation from the leasehold estate described in para- graph 1 above or under the lease referred to in parag'raph 2 above. 4. All property which i~ by the express ln'O~'isions u~ this Iud(refute l'eq/liI'ed to be sub.je(ted to the lien hereof; and any additional property that may, from time to time }mreafter, delivery or hy writing of any kind, be subjected to tim lien hereof, by the Corporation or by anyone in its be}roll, and the Trustee is hereby authorized to receive the same at any time as additional security hereunder. To H.xv~; .~xu To H(mu, all and singular, the trust estate, includ- ing any and alt additional property that by virtue of any provision JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne of San Francisco, Inc., 981:7882 IS i~ereof Or ot' any indenture supplemental hereto shall hereafter become subject to this Indenture and to the trusts hereby created, unto the Truste~ and its successors in the trusts hereby created forever; Ix Tnvs'r, N~,;vEa'rm;n~ss, for the eqttal and proportionate benefit and security of the holders from time to tixne of the Bonds (and their appurtenant coupons) authenticated and delivered hereunder and issued by the Corporation and outstanding, and for the enforce- ment of the payment of the Bonds and of the interest (and any pre~nium) thereon when payable according to their tenor, purport and effect and to secure the performance of and compliance with the covenants and conditions of this Indenture, without preference, priority or distinction as to lien or otherwise of any one Bond over' any other Bond by reason of priority in the issue, sale or negotia- tion thereof, or of any other cause, so that each Bond shall have the same rights, privileges and lien under and by virtue of this Inden- ture, and so that the principal of and interest (and any premimn) on every Bond shall, subject to the terms hereof, be equally and proportionately secured hereby, as if all had been duly issued and sold and negotiated simultaneously with the execution and delivery of this Indenture; and conditioned, however, that if the Corporation shall well and truly pay or cause to be paid fully and l)romptly when due all indebtedness, liabilities, obligatious and sums at any time secured hpreby, including interest and attorneys fees, and shall promptly, faithfully and strictly keep, lwrf'orm and observe or cause to be kept, performed and observed all of its covenants, warranties and agremnents (,ontained herein, then and in such event this lnden- ture shall be and become void and of otherwis{~ the same shall renmin in full And it is hereby covenanted that no further force and effe, et; force and effect. the Bonds and any coupons for interest thereon shall he issued, authenticated and delivered, and that the trust estate shall be held t)3' the Trustee, subject to the further covenants, conditions, uses and trusts hereinafter set forth, and the Corporation agrees and covenants with the Trustee and with the holders from time to time of the Bonds and their appur- tenant coupons, as follows: Proo~ o'f JUNE 17, 1975 CITY OF SO. SAN FItAN.--5b'66 Boxvne of San Francisco, Inc., 981-~8Sz 1,9 ARTICIJI,; I SEc'r]o~ 1.01. Defi,itio~s. Unless the context otherwise quires, the terms defined in this Section shall, for all purposes of this Indentm'e and of any indenture supplenmntal hereto, have the meaniug's herein specified, the following definitions to be equally applicable to both the singular and plural forms of any of the terms hez'ein defined: Additional Bonds q!he term "Additional Bonds" shall mean all bonds payable from Revenues and having a lien on the trust estate and ranking on a parity with the Bonds and authorized to be issued m~der and ImrSLmnt to Section 3.04. Architects The term "Architects" shall mean Avanessian and Associates, architects, as architects of the Project, or any other architect or engineer or firm of architects or engineers hereafter retained to prepare plans and specifications for the Proj~ct. Architects' Certificate The term "Architects' Certificate" shall mean a certificate signed by a duly authorized officer or agent of the Architects, with the proval of the Director of Public Services of the City or his duly authorized representative endorsed thereon. Authorized Officer, Responsible Officer The terms "authorized oflicer" and "responsi})le officer" of the Trustee shall mean and include the chairnmn of the Loard of directors, the president, ew~ry vice president, every assistant vice In'esi(tent, the cashier, every assistant easlfier, every trust officer, and every ottieer and assistant officer of the Trustee, other than those specifi- cally above mentioned, to whom any eorl)orate trust matter is re- ferred because of his knowledge of, and familiarity with, a l)artieular subject. Prool' o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inv., 981-7882 2O Bonds Tilt; term "Bonds" shall mean the live million two hundred iifty thousand dollars ($5,250,000) aggregate principal amount of City of South San IOraneiseo Public l,~acilities Corporation 1975 Bonds authorized under and secured by this Indenture, and, so long as any of such Bonds are outstanding, any Additional Bonds authorized m~der and scented by this Indenture and any supple- mental indentm'e. Certificate of the Corporation q'he term "Certificate of the Corpo,'ation" shall mean a certifi- cate signed by the President or a Vice President of the Corporation and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. If and to the extent required by the provisions of Section 1.02, each Certificate of the Corporation shall include the statemenls provided for in Section 1.02. Certified Resolution The term "Certified Resolution" shall mean a copy of a resolu- tion of the Board of Directors of the Corporation certified by the Secretary br an Assistant Secretary of the Corporation to have been duly adopted by said Board and to be in full force and effect on the date ot' such certification. City The term "City" shall tnean the existing municilml corporation known as the City of South San Francisco, a city organized and existing under and by virtue of the laws of the State of California. Corporation The term "Corporation" shall mean the. party of the first part hereto, City of Sonth San Francisco Public Facilities Corporation, a nonprofit corporation organized and existing under and by virtue of the laws of the State of California. l!Iveng of Default The tel'm "event of default" shall have tile meaning specified Sechon' ' "t.()l. Pro~3'f o'f JUNE 17, 1975 CITY OF SO. SAN FBAN.--5666 Bmvne o{ San Francisco, lnc., 981-78,~2 21 Facility The April 1, tion, as office of forth in Lease term "Facility Lease" shall mean the lease, dated as ot' 1.975 and entitled "Facility Lease," between the Corpora- lessor, and the City, as lessee, which was recorded in the the County Recorder of the Cmmty of San Marco as set paragraph 2 of the granting' clauses hereof. Federal Securities The term "Federal Securities" shall mcan obligations of the United States of America and those for which the faith and credit of the United States of America are pledged for the payment of principal and interest; bonds, consolidated bonds, collateral trust debentures, or other obligations issued bv federal land banks or federal intermediate credit banks established under the Federal Farnt Loan Act, as amended; debentures and consolidated deben- tures issued by the Central Bank for Cooperatives and banks for cooperatives established under the Far~n Credit Act of 1933, as amended; bonds or debentures of the Federal Home Loan Bank 'Board established under the Federal Home Loan Bank Act and bonds of any'federal home loan bank established under said act; bonds, debentures, partieil)ation certificates and other o},ligations of the Government National Mortgage Association or the Federal Na- tional Mortgage Association established m~der the Natioual ttou~ing Act, as amended; and, also, any securities now or hereafter author- ized, both the principal of and interest on which are guaranteed directly or indirectly by the full faith and credit of the United States of America. Financial Newspaper or Journal The term "financial newspaper or jo,,u'nal" shall mean Thc Wall ,%'trcel Jou.~'m~l and The Da. ii?~ t]o,~.d Buyer, and any other m~ws- l)aper or jo,u'na[ publishing financial news and selected bv the Trustee, whose decision shall be final and conclusive, printed in the English language and customarily published on {,ach business day. Holder, Bondltolder The term "holder" or "Bondholder," whenever employed hen, in with respect to a Bond which shall be registered, shall mean the Proo'l' o~ JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981-7882 '22 person in whose name such Bond shall lie registered, and, when- ever employed herein with respect to a COll})on Bond of' a (,0ll1)0II, shall meau the bearer of such Bond or coupon. Indenture The term "Indenture" shall mean this Indentm'e, as originally executed or as it may from time to time be supplemented, modified or amended by any SUl)l)lemental indenture entered into pursuant to the provisions hereof. Maximum Annual Debt Service, Annual Debt Service, Debt Service The term "Maximum Annual Debt. Service" shall mean the sum of (1) the interest falling due on then outstanding Bonds, assmning that all then outstanding Bonds are retired as scheduled, plus (2) the principal amotmt of then outstanding Bonds failing due by their terms; all as computed for the year ending October 1 in which such stun is largest. The term "Annual 1)cbt Service" means the stun of said items (1) and (2) for the year ending on October 1 to which reference is made. The term "Debt Service" means the stun of said items (1) and (2). Opinion of Counsel The term "Opinion of Counsel" shall mean a writte, n opinion of counsel (wit() may be counsel for the Corporation) ai)l)ointed~ by the Corporation and acceptable to the Trustee. If and to the extent required by the provisions of Section 1.02, each Opinion of C,(mnsel shall include the statements provided for in Section 1.02. Outstanding The term "outstanding," when used as of any particular time with reference to Bonds, shall (subject to the provisions of Section 11.07 (d)) mean all Bonds theretofore authenticated and delivered by the Trustee under this Indenture except- (a) Bonds theretofore cancelled by the Trustee or surren- dered to the Trustee for cancellation; Proof ot JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 23 (b) Bonds for the payment or redemption of which funds in the necessary amount shall haw: theretofore been deposited with the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds); provided that, if stlch Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article IV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (c) Bonds in lieu of, or in substitution for, which other Bonds shall have been authenticated and delivered by the Trustee Imrsuant to the terms of Section 2.08. Paying Agents ri'he term "paying agents" shall mean the paying agents of the Corporation appointed pursuant to Section 6.21. Person The term "person" shall mean an individual, a corporation, a partnership, a trust, an unincorl)orated organization or a govern- ment or any agency or political subdivision thereof. Project The term "Project" shall mean a public safety complex, contain- lng' a fire station, a police station and detention area, administrative offices for the police and fire departments and a communications center, together with parking, site development, landscaping, utilities, equipment and appurtenant and related facilities, to be eonstruct,~d on the real property leased to the Corporation })v the City under the Site Lease, in accordance with the plans and specifications prepared by the Architects, including all works, properties and structures eom- prising' said lmblie safety complex, all to be constructed in accordance with the requirements set forth in the Facility Lease. The term "Project" shall also mean any and all public facilities or buihtings in the City and all additions, extensions or improve- ments thereto hereafter defined by .any supl)lemental indenture as being a part of the I'rojeet. Proo'f o~f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxw~e of San Francisco, Inc'., 9,qi-7882 24 Revenues The term "lievenues" shall mean ali rentals received by the Corporation pursuant to tile Facility Lease, and all other revenues, proceeds, charges, incmne, rents, receipts, profits and beneiits derived by the Corporation from the ownership, use or operation of the trust estate (inchtding interest or profits from tile investment of moneys in any fund pursuant to Section 5.04). Site Lease The term "Site Lease" shall mean the lease, dated as of April 1, 1975 and entitled "Site Lease," between the City, as lessor, and tile Corporation, as lessee, which was recorded in the office of the County Recorder of tile County of San Marco as set forth in para- graph 1 of the granting clauses hereof. SupplementM Indenture The term "supplemental indenture" or "indenture supplemental hereto" shall mean any indenture hereafter duly authorized and entered into between the Corporation and the Trustee in accordance with the 1,rovisions of this Indenture. Trustee The term "q'rustee" shall mean the party of the second part hereto, Bank of America National Trnst and Savings Association, a national banking association organized and existing under and by virtue of the laws of the United States of America, having its principal office in the City and County of San t%anciseo, State of California, or its successor for the time being as Trustee hereunder. Trust Estate The tern, "trust estate" shall mean all of the prol)erty described in the granting clauses of' this Indenture. Written Consent of the Corporation, Written Order of the Corporation, Written Request of the Corporation, Written Requisition of the Corporation The terms "Written Consent of the CorI)oration, .... Written Order of' the Corl~oration," "Written Request of the Corporation" Proa~ o'f JUH£ 17, 1975 CITY OF SO. SAN FRAN.--~5666 Bowne of San Francisco, Inc., 981-7882 25 and "Written Requisition of tile Corporation" shall mean, respec- tiwqy, a written consent, order, request or requisition signed by or on behalf of the Corporation by its President or a Vice t~resident and by its Treasurer or an Assistant q'reasnrer or its Secretary or an Assistant Secretary or by any two persons (whether or not oftieers of the Corporation) who are specifically authorized })v resolution of the Board of Directors of the Corporation to sign or execute such a document on its behalf. S~;('TTO-~ 1.02. Content of Uertificettes ,nd Opi~dot~s. l,]very certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (a) a statement that the person or persons making or giving such certificate or opinion have read such eovm~ant or condition and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (e) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to t,nable them to express an informed opinion as to whether or not such eovenanl or condition has been compiled with; and (d) a state- ment as to whether, in the Olfinion of the signers,' such condition or covenant has been complied with. Any such eertifi('atc or Olfinion ma(h~ or given by an officer of the C(,rporation may be based, inset'ar as it relates to legal matt~rs, rtl)On a certificate or opinion of or representations by counsel, unless such officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion may be based as aforesaid are erroneous, or in the ex(~rcise of rea- sortable care should have known that the same were erroneous. Any such certiticate or opinion made or given by counsel may be based, insofar as it relates to factual matters, information with respect to which is in the possession of' the COrlmration, upon the certificate or opinion of or represezdations by an officer or officers of the Cor- poration, unless such counsel knows that the certificate or opinion or representations with respect to the matters upon which his otfin- ion may be based as aforesaid are erroneous, or in the exercise of reasonable care should have known that the same were erroneous. Proof oi JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne o[ San Francisco, Inc., 981-788g 26 AR.q'iCI, Iq 11 St,;CTiO~ 2.01. Terms o/' Bonds. Except as provided in Section 3.04, the aggregate in'ineipal amount of Bonds which may be issued and outstanding under this Indenture shall not exceed five million two hundred fifty thousand dollars ($5,250,000). The Bonds shall be known as the "City of South San Francisco Public Facilities (Jori)oration 1975 Bonds;" and interest thereon shall be payable senfianmtally on April 1 and October 1 in each year. The Bonds shall bear interest at the following rates per ammm, and shall mature on October I in each of the years, as follows: Maturity ' Date Principal October 1 Amount 1077 ...... $ 70 000 1978 ...... 75000 1979 ...... 85 0~) 1980 ...... 90(100 1981 ...... 95 000 1982 ...... 105 000 1983 ...... 115 1984 ...... 125 1985 ...... 135 1986 ...... 145 1987 ...... 155 1988 ...... 170 1989 ...... 180 000 000 000 000 000 000 000 Interest Rate Maturity Date Principal Interest October I Amount Rate 1990 ...... $195,000 1991 . ..... 210,000 1992 ...... 230,000 1993 ...... 245,000 1994 ...... 265,000 1995 ...... 290,000 1996 ..:... 310,000 1997 ...... 335,000 7.ov% 1998 ...... 360,000 1999 ...... 390,000 2000 ...... 420,000 7.~f7o 2001 ...... 455,000 The Bonds may be issued as cotq)on Bonds in the denomination of $5,000 or as fully registered Bonds without coupons in the denomi- ~mtion of $5,000 or any authorized ~nultiple thereof. Both the ln'ineipal of and interest on the Bonds shall be pay- able in lawful money of the United States of America at the prin- cipal office of the Trustee, in the City and County of San Fran- cisco, State of (Jalifornia. In the case of COUl)on Bonds, both such 1)rincipal and interest shall also be payable, at the option of the holder, at the principal office of First National City Bank, in the Borough of Manhattan, City of New York, State of New York, or at the office of ltarris Trust and Saxdngs Bank, in thc City of Chi-. cago, County of Cook, State of Illinois. Proo~ o'f JUNE 17, 1975 CITY OF SO. SAN Fl{AN.--~5666 Boxvne of San Francisco, Inc., 981-7882 27 The COUpon Bonds shall be dated as of April 1, 1975, shall be tmmbered 1 to 1050, inclusive, in conseculive mmmrical order, and shall bear interest from April 1, 1975. Payment of interest on the coupon Bonds due on or before the maturity of such Bonds shall })e nmde only upon presentation and sm'render of the coupons reI)re- senting such interest as the same respectively fall due. The fnlly registered Bonds shall be dated as of April 1, 1975 and shall bear interest from the interest Imyment date next preceding the date of attthentication thereof unless such date of authentication is an interest payment date, in which event they shall bear interest from such date of authentication, or unless such date of authentication is prior to the first interest payment date, in which event they shall bear interest from April 1, 1975; provided, hoxvever, that if, at the time of authentication of any fully registered Bond, interest is in default on outstanding Bonds, such fully registered Bond shall bear interest from the interest payment date to which interest has pre- viously been paid or made awdlable for payment on the outstanding Bonds. Payment of the interest on any fully registered Bond shall be nmde to the person appearing on the Bond registration books of the Trustee as the registered owner thereof, such interest to be paid by check or draft mailed to the registered owner at his address as it appears on such registration books or at such'address as he ~nay have filed Mth the Trustee for that purpose. The Bonds shall be subject to redemption as provided in Artiele 1 V. S~t,rmh~ 2.02. Exccutiou o!' Boards. Tht~ llonds shall be exe- cuted on behalf of the Corporation in its corporate name with the manual or facsimile sig'nature of its ['resident or a Vice President, under its eorl)orate seal attested by the manual of facsimile signa~ tnre of its Secretary or an Assistant Se('retarv. Such seal may be in the form of a facsimile o!' the Corl)oration's seal and may be imprinted or impressed upon the Bonds. The Bonds shall then be delivered to the Trustee for attthentication by it. In case any of the oftieers who shall have signed or attested any of the Bonds shall cease to be such ofhccr or officers of the Corporation before the I/on(ls so signed or attested shall have b~en authenlicat(<t or deliv- Proot o'f JUHE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bownc of' San Francisco, Inc., 981,788:?,> 2S ered by the Trustee or issued })y the Corl)oration, such Bonds may nevertheless })e authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the potation as though those who signed and attested the same had con- tinned to be such oilieers of the Corl)oration, and als() any Bond may be signed and attested on behalf of the Corporation by such per- sons as at the actual date of the execution of such Bond shall be the proper otI]eers of the C, orporation although at the nominal date' of such Bond any such i)erson shall not have been such officer of the Corporation. ()nly such of the Bonds as shall bear thereon a certificate of authentication in the form hereinbefore recited, executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered herem~der and are entitled to the benefits of this Indentnre. The coupons to be annexed to the Bonds shall bear the facsimile signature of the present Treasurer of the Corporation or the fac- simile signature of any future Treasurer thereof, and the Corpora- tion may use for that purpose the facsimile signature of any person who shall have been such Treasurer, notwithstanding the fact that he may have ceased to be such at the time when any of the B(mds shall be authenticated, delivered or issued. The Trustee shall, prior to the authentication and delivery by it of each coupon Bond, detach and cancel all coupons thereto apper- taining then matured and shall deliver the same to or tt[)oI~ the order of the (~orporation. Sr:CT~OS 2.03. Tr.n.,,'fer of (~mtpo., 13ond~,,'. All coupon B(mds shall be negotiable and transferable by delivery. The Corporation, the Trustee and any paying agent may treat the bearer of any coupon Bond, whether or not such Bond shall be overdue, and the bearer of any coupon, whether or not such coupon shall be overdue, as the absolute owner of such Bon(1 or coupon for the purpose of receiving ['rod[ ol JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxvnc of San Francisco, Inc., 981-7882 29 payment thereof and for all other imrposes whatsoever, and the .Corporation, the Trttstee and any paying' agent shall not }m affected by a. ny notice to the contrary. S~,:CTmg 2.04. 7'ra.s/'er of P'~ully Re#istercd Bo~dx. Any fully registered Bond without COUl)OnS may, in accordance with its terms, he transferred, npon the books required to be kept pursuant to the provisions of Section 2.06, by the person in whose name it is regis- tered, in person or by his duly authorized attorney, upon surrender of such fully registered Bond for cancellation, accompanied by de- livery of a'written instrument of transfer in a form approved by the Trustee, duly executed. Whenever any Bond shall be issued m~der this Indenture as a fully registered Bond withont coupons, there shall })e reserved by tim Trustee unissued an aggregate principal amonnt of coupon Bonds, of the same maturity and of the dm~ominati(m of $5,000, equal to the 1)rineipal an~ount of such registered Bond, and in such ease the serial mtml)er or taunt)ers of the (.OUl)on Bond or Bonds so reserved, together with an approl)riate statement as to such reser- vation, shall be endorsed on such registered Bond. XVhcnever any fully regist(,red Bond or Bonds without coupons shall be surrendered ['or transfer, the ('orporati(m shall execute and the Trustee shall authenticate and deliver a new fully registered Bond or B(m(ls, for like aggregate in'incilml amount, which shall have endorsed thereon the same ('oupon Bond serial mtml)er or num- bers so reserved. The (~orpm'ation may eharg'¢~ a Stlltl not exceeding live dollars ($5.00) for each new fully registtq'ed Bond issued upon any transfer except that m) charge shall be made to any registered owner of Bonds initially deliv¢~red in fully registert~d form for trans- ferring such Bonds. The exception set forth in the foregoing sentence shall not apt)ly to later transfers when the Bonds present}~d for transfer are m)t those initially delivered, })~tt have been delivered in a previous exchange or transfer. The Trustee shall also require the payment by any Bondholder requesting any such transfer of any tax or other govern~nental charge reqnired to be paid with respect to such transfer. Proof' o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisc'o, Inc., 981-7882 30 No transfer of fully reg'istered Bomts shall be required to },{~ made during the fifteen days next preceding each interest payment date. Sr.c:riox 2.05. Exchange of Bo~tdx. l~'ully registeri,d Bonds with(mt coul)ons may l)e exchanged at the l)rilieipal office of the Trustee in San Francisco, California, for a like ag'gregate prin- cipal a~nount of e(mpon Bonds (or for a like aggregate principal amount of fully registered Bonds of other authorized denmninations) of the same maturity, and coupon B(mds may be exchanged.at said office of the Trustee for a like agg'regate principal amount of fully registered Bonds of authorized denominations of the same nmturity. All coupon Bonds surrendered for exchange and delivered in ex- change shall have attached thereto all mmmtured coupons apper- taining thereto (together with any matured coup(ms in default appertaining thereto). The Trustee shall preserve (~oup(m Bonds surrendered to it for exchange, and may subsequently reissue said coupon Bonds in exchange for a like aggregate principal amount of fully registered Bonds, as hercinabove provided, after detaching all matu'red interest coupons al)pertaining thereto. The Corporation may charge a sum not exceeding five dollars ($5.00) for each new Bond issued upon any exchange except in the ease of any exchange of tmnporary Bonds for definitive Bonds and except as hereinafter provided. No charge shall be made to any holder of Bonds initially delivered in coupon form for exchanging such Bonds in coupon form for Bonds in fully registered form, and no charge shall be made to any registered owner of Bonds initially delivered in fully registered form for exchanging such Bonds in fully registered form for Bonds in coupon form or Bonds in fully registered form of other authorized denominations. The foregoing sentence shall not apply to later ex- changes when the Bonds presented for exchange tire not those initially delivered, but have been delivered in a previous exchange or transfer. The Trustee shall also require the paymeni by the Bond- holder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. ,~8scTmx 2.06. Bond Register. The Trustee will keel) or eat, se to be kept, at its principal otfee in San I~ ranctseo, California, suffi- Prool' o'f JUNE 17. 1975 CITY OF SO. SAN FRAN.--5666 Bmvne of San Francisco, Inc., 981-7882 31 eient books for the registration and transfer of the B(m(ls, which shall at all times be open to inspectim~ by the Corl~oration; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer cause to be registered or transferred, on said books, Bonds as inbefore provid~,d. S~:CTm~ 2.07. '.l'empor, r!! Bo~td.~'. The Bonds may b~, initially issued in temporary form exchangeable for definitive Bonds whe~ ready for delivery. The temi)orary Bonds may be printed, litho- graphed or typewritten, shall be of such denominations as may be determined by the Corporation, shall be with{mt COUl)m~s and may e(mtain such reference to any (ff the provisions of this Indenture as may be appropriate. Every temporary Bond shall I)e executed by the Corporation and be authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Bonds. [t, the Corporation issues temporary Bonds it will execute and furnish definitive Bonds without delay, and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the l)rineipal office of the rJ'rltste(~ in San Francisco, California, and the q'ruste{-, shall authenticate and deliver in ex- change for such t(,mporary Bonds an equal t~g'g'regat~, principal amotmt of definitive coupon Bonds (}r definitive fully registered Bonds of authorized denonfilmti(ms, of the same matm'ity m' maturi- ties. Until so exchanged, the temporary Bonds shall })e entitl(:d to the same benefits under this Indenture as definitive Bonds authenti(,ated and delivered hereunder. S~:c!rro~~ 2.08. Bonds M~ttilated, Lost, D(~xtroyed or StoIev.. if any Bon<l shall become mutilated, the Corporation, at the expense of the owner of said Bond, shall exe<.~te, an<l the Trustee shall thereupon authenticate and deliver, a new Bond of like tenor and nmn})er (having annexed approl~riate cm~f~ons eorresl)tmding to those, if any, ammxed to the nmtilalt,d Bond) in ex('hange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of tho Bond so mutilated together with any unimid coupons thereto appertaining. ]Cvery mutilated Bond s(~ surrendered to the Trustee shall be eaneelh,d I)v it and delivered to. {~' ~tl)On the Proo'f o'! JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francis~x~, Inc., 981.,7882 32 order of, the Corpm'ation. If auy Bond shall I)e lost, destroyed stolen, evidence of such loss, destruction or theft may be submitted to the Corporation and the Trustee and, if such evidence be satis- factory to both and indemnity satisfactory to them shall be given, the (lorl)oration, at the expense of the owner, shall execute, and the Trustee shall thereupon attthenticate and deliver, a new Bond like tenor and number (having annexed appropriate coupons corre- sponding to those, if any, annexed to the lost, destroyed or stolen Bond) in lieu of and in substitution for the Bond so lost, destroyed or stolen. The Corporation may require payment of a sum not exceeding the actual cost of preparing each new Bond issm~d under this Section ami of the expenses which may be incurred by the Corporation and the Trustee in the premises. Any Boml or coupon issued under the provisions of this Section in lieu of any Bond or coupon alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on th~. part of the Cor- poration whether or not the Bond or coupon so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entitled to the benefits of this Inden- ture with all other Bonds and coupons secured by this Indenture. AWI'I()IA~;. I1 I SIc('Tt>x 3.(}1. A.uthentic,tion uud Deli~:erq ~]' tloml.s'. !['he Trustee, forthwith upon the execution and delivery of this Indenture or front time to time thereafter, upon the execution and delivery to it by the Corporation of the Bonds, as hereinabove provided, and without any further action on the part of the (~orporation, shall authenticate Bonds in an aggregate principal amomtt of not exceed- ing' five million two hundred rifty thousand dollars ($5,250,000), and shall deliver them to or upon the Written th'der of the Oor- potation. S],:c~rm~ 3.02. Applicatiou. of Proceeds of Bomls. The pro- ceeds received by the Corporation from the sale of the Bonds shall be deposited with the Trustee, who shall forthwith set aside such proceeds in the following' respective funds: Proof' o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--.5666 1½owne of San Francisco, Inc., ,)81-788z (a) The Trttstee shall set aside in the Interest and l{ed,.,mp- tion Fund (established lmrsmmt to Section 5.02) an amount which, together with any accrued interest received upon the sale of the Bonds, is sufficient to pay the interest becoming due and i)ayable on the Bonds on and before October 1, 197(;. (b) The Trustee shall set aside in the Corporate ()peration Fund (established pursuant to Seetim~ 5.03) the sum of ten thousand dollars ($10,000). (e) The Trustee s!mll set aside in the Reserve Fund (estab- lished Imrsuant to Section 5.02) a sum eqmd to one-half of the Maximum Ammal Debt Service on the Bonds. (d) The Trustee shall set aside the remainder of said pro- ceeds in a separate fund to be known as the "Construction ~'und," which the Trustee shall establish and maintain. S~(,rmN 3.03. (?o~zst'ruction Fu.~id. The tnonevs in the Con- struetion Ia'und shall be held by the Trustee in trust and applied to the payment of the rental (hie to the (qty under th(' Site l~ease and of the cost of acquisition and eonstruetimt of the l"roject (includ- ing interest during construction and for a period of not to exceed twelve months thereafter) and of expenses incident thtq'eto, inchtd- lng fees and expenses of the Trustee, expenses in connection with the preparation, issuance and delivery ()f the Bonds, legal fees and ex- I)enses of counsel, and similar expenses. Before any payment is made front the Constru(.tion Fund I)y the Trustee (except for the payment of rental to the City under the Site Lease and excerpt for the transfer of m(mevs t{~ the Interest and Redemption Fund to pay interest during e{mstrueti(m and not to exceed twelve months thereafter), the COrlmration shall cause to be filed with the Trustee~ (a) in the ease of payment the t)roject pursuant to the e. ontraet described in Neet,on ,:,.(o, an Architects' Certificate, showing the item number of the pay.- merit and the amotmt to be paid, with the al)l)roval ()f the l)iree- tot of Public Services of the City or his duly auth{,rized repre- sentative endorsed thereon; P¢oo'f o'f ,,JU~JE 17, 1675 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981-7882 34 (b) in the case of payment of any other cost of construction of the Project or expense incident to the Project, a Written Requisition of the Corporation, with the approval of the I)irector of Public Services of the City or his duly authorized representa- tive endorsed thereon, showing with respect to each payment to be made-- (1) the item number of the payment; (2) the name of the person to whom payment is due; (3) the amount to be paid; and (4) the purpose for which the obligation to be paid was incurred. Each such Architects' Certificate and each such Written Requi- sition approved by said Director of Public Services shall state, and shall be su~cient evidence to the Trustee--- (a) that obligations in the stated amounts have been in- curred by the Corporation and that each item thereof is a proper charge against the Construction Fund; and (b) that there has not been filed with or served upon the Corporation notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Architects' Certificate or Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accru- ing by mere operation of law. Upon receipt of each such Architects' Certificate and of each such Written Requisition, the Trustee shall pay the mnount set forth in such Architects' Certificate or such Written Requisition as directed by the terms thereof. When the Project shall have l)een oomph, ted, a Certificate of the Corporation stating the fact and date of such completion and stating that all of such cost of construction and incidental expenses have been deternfined and paid, together with an Architects' Certifi- cate stating the fact and date of such completion, shall be delivered to the Trustee by the Corporation. Upon the receipt of such certifi- JUNE 1'7, I'975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981.7882 35 cates, the Trustee shall transfer any remaining bahtnce in the Con- struction Fund to the Revenue Fund established pursuant to Section 5.01. Szc~cIo~ 3.04. Issuance of Additiomd Bo,~do'. In addition to the Bonds, the Corporation may by supplemental indenture estab- lish one or more issues of Additional Bonds, and the Corporation may issue, and the Trustee may authenticate and deliver to or upon the Written Order of the Corporation, Additional Bonds of any issue so established, in such principal amount as shall be determined by the Corporation, but only upon compliance by the Corporation with the following specific conditions, which are hereby made conditions precedent to the issuance of any such Additional Bonds: (a) The Corporation shall not be in default under this In- dentm'e or any supplemental indenture. (b) The Board of Directors of the Corporation shall have by resolution authorized the execution and delivery of a sup- plemental indenture prescribing the terms and conditions of such Additional Bonds. Such supplemental indenture shall pre- scribe the forms of Additional Bonds and, subject to the pro- visions hereof, shall provide for the distinctive designation, denominations, methods of numbering, dates, maturity dates, interest rates, interest payment dates and places of payment of principal and interest of such Additional Bonds. (c) The supplemental indenture attthorizing the issuance of such Additional Bonds shall require that the proceeds of the sale of such Additional Bonds shall be applied for the construc- tion or acquisition of additions, extensions or improvements f(, the Project, or for subsequent phases of the Project, o,', if nec- essary, for the completion of the Project, including the payment of costs and expenses of and incident to the issuance and sale of such Additional Bonds. Said supplemental indenture may also provide that a portion of such proceeds shall be applied to the payment of interest due or to become due on said Addi- tional Bonds dm'ing the estimated period of construction of such additions, extensions or improvements to the Project, and for a fm'ther period of not exceeding one year after said period of construction. Proof' df JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo~vne of San Francisco, Inc., 981,7882 36 (d) The Additional Bonds shall be payable as to principal on October 1 of' each year in which principal falls due, shall be payable as to interest on April I and October 1 of each year, and shall be subject to redemption as provided in the first Sentence of Section 4.01. (e) The aggregate principal amonnt of Bonds issued and at any time outstanding hereunder shall not exceed any linfit imposed by law, by this Indenture or by any supplemental in- denture. (f) The I~'aeility Lease sltall have been amended or supple- mented so as to increase the base rental payable by the City thereunder by an aggregate amount at least equal to the Debt Service on such Additional Bonds, payable to the Trustee at such times and in such manner as may be necessary to provide for the payment of such Debt Service as it becomes due. (g) The Additional Bonds shall mature serially in each year (eo~nmeneing no later than tile year two years following the estimated date of completion of such construction) in amounts so that the Debt Service on such Additional Bonds shall be as nearly as practicable tile same in each such year. (h) The Facility Lease shall have been amended or sup- plemented so as to provide that the additions, extensions or improvements to the Project being financed from tile proceeds of such Additional Bonds shall beemne a part of the Project for the purposes of tile Facility Lease. (i) The Corporation shall have entered into a contract for all construction to be financed from the proceeds of such Additional Bonds. Such contract shall provide for a guaranteed maximmn price for such construction, which price shall be all mnount clearly available from the proceeds of said Additional Bonds and any other moneys legally available therefor, and said contract shall require the contractor to furnish a per- formance bond in an amount at least equal to one hundred per cent (10074) of said price as security for the faithful per- formanee of the contract and a labor and materials (payment) bond at least equal to fif'ty per cent (50%) of said price as. Prool' o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 98L7882 37 security for the payment of all persons performing labor or furnishing materials in connection with the contract. Said bonds shall be underwritten by resl)onsible corporate sureties. Said contract shall also require the contractor thereunder to com- plete the work therein provided for within a fixed period of time after receipt of notice to comme~we work. (j) If the proceeds of such Additional Bonds are to be used, in whole or in part, to finance construction ou ,'cai prop- erty not subject to the lien of this Indenture, (1_) the Site Lease shall have been amended or supplemented so as to add such additional real property to the property leased hy the City to the Corporation thereunder; (2) the supplemental inden- ture authorizing the issuance of such Additional Bonds shall subject such additional real property to the lien of this Inden- ture; and (3) the Facility Lease shall have been amended or supplemented so as to add such additional real property to the property leased by the Corporation to the City thereunder. (k) The supplemental indenture authorizing the issuance of such Additional Bonds shall provide that from such pro- ceeds an amount shall be deposited in the Reserve Fund estab- lished pursuant to Section 5.02 so that there shall be on deposit in said fund upon the issuance of such Additional Bouds an amount equal to one-half of the Maximum Annual Debt Service on all Bonds then outstanding, including such Additional Bonds. (1) The Corporation shall have executed and delivered such supplemental indenture to the Trustee and shall have filed the following documents with the Trustee: (1) An Opinion of Counsel setting forth (i) that he has examined the supplemental indenture; .(ii) that ~the execution and delivery of the Additi(mal Bond~; have been sufficiently and duly a~thorized by the Corporation; (iii) that said Additional Bonds, when duly executed by /he Corporation and authenticated and delivered by the Trustee, will be valid and binding obligations of the Corporation; (iv) that any amendment or supplement to the Site Lease required by subsection (j) of this Section has been duly authorized, executed and delivered and has b~,en duly re- Proo~ oY JU~JE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo~vne of Sail Francisco, Inc., 981-7882 38 corded; and (v) that tile amendment or supplement to tile Facility Lease required by su})seetions (fl, (h) and of this Section has been duly authorized, executed and de- livered and has been (hdv recorded. (2) A C, ertitieate of the Corporation that the, require- ments of subsection (al of this Section have been met. (3) A certified copy or' a resolution or ordinance of the City Council of the City authorizing the execution of the amendment or supplement to the Facility Lease required by subsections (fl, (h) and (j) of this Section. (4) An executed counterpart or duly authenticated copy of the mnendment or supplement to the Facility Lease required by subsections (fl, (h) and (j) of this Section. (5) l~;xeeuted counterparts or duly authenticated cop- ies of the eonstrnetion contract, l)erfornmnee bond and labor and nmterials (payment) 1)ond required by subsection (il of this Section. (6) Certified copies of the policies of insurance re- quired by Section 6.13(a) and (c) or certificates thereof. (7) 'fl tile proceeds of such Additional Bonds are to be nsed, in whole or in part, to finance construction on real 'property not then subject to the lien of this Indenture, (il an executed eounterlmrt or duly attthentieated cop)' of the amendment or supplement to the Site Lease required by subsection (j) of this Section and (ii) a certified copy of a resolution or ordinance of the City Council of the City authorizing tile execution of the amendment or supplement to tile Site Lease. (S) A title insuran('e policy in an amotmt equal to the principal amount of such Additional Bonds, insuring either the leasehold estate of the Corporation in such additional real property being added to the lien of this Indenture or the title of the City in such real property, or, if no real property is being added, a title insurance policy or endorse- ment thereto in such an amount increasing the insurance coverage on the real property being improved from tluc proceeds of such Additional Bonds. JUNE '17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-788~ 39 Upon delivery to the Trustee of tile foregoing instrnments and upon the Trustee's being satisfied front an examination of said in- struments that all applicable provisions of this Indenture have been complied with, so as to permit the issue of the Additional Bonds in accordance with the supplemental indenture then delivered to it, the Trustee shall execute snell supplemental indenture and shall authenticate and deliver such Additional Bonds, in the aggregate principal amount specified in such supplemental indenture, to, or upon the Written Order of, the Corporation, when sneh Additional Bonds shall have been presented to it for that purpose. In addition to issuing Additional Bonds upon the terms and conditions and pursuant to the procedure heretofore set forth, the Corporation may also issue Additional Bonds payable from Reve- nues and having a lien upon the trust estate, upon satisfying tile following conditions precedent: (il the Corporation shall not be in default under this Indenture; (ii) the proceeds from the issu- ance of snell Additional Bonds are to be expended for the purpose of constructing additions, extensions or improvements to the Project, or, if necessary, for tile completion of the Project; and (iii) the hold- ers of at least sixty per cent (60%) in aggregate principal amount of the. Bonds then outstanding shall have consented in writing to the issuance of such Additional Bonds. S~,;cT~o.x 3.05. Co~t.s'tructio, Co.,~tract. The Corporation has executed a contract with Harris Construction, Inc., of South San Francisco, California, providing for the construction of the Project. A copy of said contract is on file in the otSce of the Trnstee. The Cor- poration covenants that, not later than twenty-four hours after the issnance of the Bonds, the Corporation will notify the contrac- tor nnder said contract to commence work therem~der and will at all times thereafter cause the work of construction of the Project to be diligently prosecuted to completion. The Corporation covenants that, without the approval of the holders of at least sixty per cent (607[:) in aggregate principal anmunt of the Bonds at the time outstanding, it will not make any ch. anges in said contract which will materially reduce or ~minish the capacity, adaptability or usefulness of the Project for the put- JUNE 17, 1075 CITY OF SO. SAN FRAN.--5666 Bowne of Sail Francisco, Inc., 981,7882 poses for which it was designed. The Corporation further covenants that it will not make any changes in said contract which MI1 mate- rially increase the total cost of construction of the Project above the price set forth therein unless the City shall have authorized such changes and (i) the balance then on hand in the Construction Fund shall be sufficient to pay all costs and expenses then payable, or which thereafter may beemne payable, from said Fund, ineludi~qg all stuns then and thereafter payable pursuant to said contract and the in- crease in total cost resulting from such changes, or (ii) the City shall have deposited with the Trustee (or, in a manner satisfactory to the Trustee, shall have guaranteed to deposit with the Trustee) such amount as shall be required to increase the balance in said Fund to an amount sufficient to pay all such costs and expenses. The Trustee shall set aside in the Construction Fund all amounts so deposited. ARTICLE IV I~EDEMPTION OF BOXI)S Sr:c~mo.x 4.01. Terms of Redeml)tion. The Corporation shall have the right, on any date, to redeem the P, onds, as a whole, or in part by lot within each maturity so that the Ammal Debt Service for all years in which Bonds shall xnature after such redmnption shall be as imarly equal as practicable, from proceeds of insurance or pro- ceeds of eminent domain proceedings, upon the terms and conditions of, and as provided for in, Sections (].13 and 6.18, respectively, at the principal amount thereof and accrued interest thereon to the date fixed for redemption. Bonds due on or before October 1, 1986 shall not otherwise be subject to redemption before their respective stated maturities. Bonds due on or after October 1, 1987 shall also be subject to redemption prior to their respective stated maturities, at the option of tim Corporation, as a whole, or in part in inverse order of maturities and by lot within any such maturity if less than all of the Bonds of such maturity be redeemed, from any source of available funds, on any interest payment date 0n or after Oetol)er 1, 1986, at the principal amount thereof and accrued interest thereon to the date fixed for redemption, plus a premlmn of one-fourth of one per cent (~/~ of 1%) of such principal mnount for each whole year or fraction thereof remaining between the date tixed for re- Prool' o'f JUNE 17, 1975 CITY OF SO. SAN F1LAN.---5666 Bowne of San Francisco, Inc., 981-7882 41 demption and their respective stated maturities, exceI)t that such premimn shall not exceed three and three-fourths percent of such principal amount. SECT102N' 4.02. Selection of Bomls for tledemptiom Whenever less than all of the Bonds of any maturity are called for redemption, the Trustee shall select the Bonds of such maturity to be redeemed, from the outstanding Bonds of such nmturity, by lot in any manner which the Trustee demns fair. The Trustee shall promptly notify the Corporation in writing of the numbers of the Bonds so selected for redemption. S~c~r~o~ 4.03. Notice of Redemptio,.. Notice of redemption (except as provided below) shall be given by publication at least once prior to the redmnption date in a financial newspaper or journal circulated in San Francisco, California, such putdieation to be not less than thirty nor more than sixty days before such redemption date. Each notice of redemption shall state the redemption date, the place of redemption and the redemption price, shall desigmate the serial numbers of the Bonds to be redeemed by giving the individual numbers of each Bond or by stating' that all Bonds l)etwcen two stated nmnbers, both inclusive, have been called for redemption, and shall require that such Bonds be then sm'rendered with, in the ease of coupon Bonds, all interest coupons maturing (m or subsequent to the said redemption date for redemption at the said redemption price, and shall also state that the interest on the Bonds in such notice designated for redemption shall cease to acertw front and after such redemption date and that on said date ther{, will become due and payable on each of said Bonds the principal amomtt thereof to be redeemed, interest accrued theroon to the redempti~n date and the premium thereon (such premium to be specified), if any of the coupon Bond serial numbers so chosen shall be the serial nmnbers of coupon Bonds then reserved against outstanding registered Bonds, such notice shall specify the respective serial numbers of such reserved coupon .Bonds, and if the serial numbers of all the coupon Bonds reserved against any particular registered Bond shall not have been chosen so that less than the whole of the principal of such registered Bond shall be redeemable, tl~e said notice shall also Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981-7882 42 state that suclx registered Bond is to be redeemed in part and that upon the presentation of such registered Bond for redmnption there will be issued in lieu of the unredeemed portion of the principal thereof a new registered Bond or Bonds of the same character, interest rate and matnrity of an aggregate principal amount equal to such unredeemed portion. A similar notice shall also be mailed to the original purchaser of the Bonds, or, if the original purchaser is a syndicate, to the managing member of such syndicate, and to the respective registe, red owners of any Bonds designated for redemption at their addresses appearing on the Bond registration books at least thirty days but not more than sixty days prior to the redemption date, which notice shall, in addition to setting forth the above infornmtion, set forth, in the case of each registered Bond called only in part, the portion of the principal thereof whic. h is to be redeemed; provided that neither failure to mail such notice nor any defect in any notice so mailed shall affect the sufficiency of the proceedings for tile redemp- tion of such Bonds. I'n case of the redemption as he,'ein permitted of all of the Bonds then outstanding, or of all of the Bonds of any maturity, notice of redemption shall be given by publication and mailing in the same manner' as for partial redemption of Bonds, except that the notice of redmnption need not specify the serial nmnbers of the Bonds to be redeemed. If at the time of giving notice of redemption no Bonds subject to redemption are outstanding except registered Bonds, publication of snch notice shall be deemed to have been waived if sneh notice shall have been mailed to each regdstered owner of such Bonds at his address as it appears on the registra- tion books or at such address as he may have filed with the Trustee for that purpose. Notice of redmnption of Bonds shall be given by the (~orpora- tion or, at the request of the Corporation, by the Trustee for and on behalf of the Corporation. Sr:c~m~· 4.04. E/feat o]: Redemptio,. Notice of redemption having been duly given as aforesaid, and moneys for payment of the redemption t)~See being held hy the Trustee, the Bonds so called Prool' o*f JUNE ! 7, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Fr~mcisco, Inc., 981-7882 43 for redemption shall, on the redemption (late designated in such notice, become due and payable at the redemption price specified in such notice, interest on the Bonds so called for redemption shall cease to accrue, the coupons for interest thereon maturing subse- quent to the redemption date shall })e void, said Bonds shall cease to be entitled to any lien, benefit or security under this Indenture, and the holders of' said Bonds shall have no rights in respect thereof except to receive payment of the redemption I)riee thereof. All unpaid interest installments represented by coupons which shall have matured on or prior to the date of redemption designated in such notice shall continue to be payable to the bearers severally and respectively upon the presentation and surrender of such eon- pons. All Bonds redeemed pursuant to the provisions of this Article and the appurtenant coupons, if an>', shall be cancelled upon sur- render thereof and delivered to the Corporation. Sr:c~r~o~ 4.05. Rescission of Notice of tledemptio~. The Cor- poration may, at its option, t)rior to the (late fixed for redemption in any notice of redemption rescind and cancel such notice of redemption. AR. TICIA!; V t{g VE N'U l.'.S SECTION 5.01. Pledge aaltd Assig~t,te,t o]' Recc~te.s'; t{et;C~tl, te Fund. All of the Revenues are hereby irrevocably pledged to thv punctual payment of the principal of and interest on the Bonds, and Revenues shall not be used for any other purpose while any of the Bonds remain outstanding, except that out of Revenues there may be apportioned and paid such sums, for such Intrposes, as are expressly permitted by Sections 5.02, 5.03, 6.13 and 6.18. Said pledge shall constitute a first and exclusive lien on the Revenues for the payment of the Bonds in accordance with the terms thereof. All Revenues to which the Corporation may at any time be entitled (including income or profit from investments pursuant to Section 5.04) are hereby irrevocably assigned by the Corporation Proo'f o7 JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxw~e of San Francisco, Inc., 981,7882 44 to tile Trustee and shall be paid directly to the Trustee, aud if received by the Corporation at any time shall be deposited by the Corporation with the Trustee within one business day after tile receipt thereof, and the Trustee shall deposit all tlevenues (except income or profit from investments pursuant to Section 5.04, except additional rental paid by the City pursuant to section 3(b) of the Facility Lease, except any proceeds of insurance received pursuant to Section 6.13 and except any eminent domain proceeds received pur- suant to Section 6.18) in a special fund designated as the "Revenue Fund," which the Trustee shall establish and maintain so long as any of the Bonds are outstanding. All moneys at any time deposited in the Revenue Fund shall be held by the Trustee in trust for the benefit of the holders from time to time of the Bonds and the coupons appertaining thereto, but shall nevertheless be disbursed, allocated and applied solely for the uses and purposes herein set forth. S~c~m~ 5.02. Allocation. o[ Money.s' in Revemte Phtnd to Spe- cial Fit.~ds. The Trustee shall transfer from the Revenue Fund the following amounts at the times and in the manner hereinafter pro- vided, and shall deposit such amouuts itl one or more of the following respective funds, each of which the Trustee shall establish and maintain and hold in trust, and each of which shall be disbursed and applied only as hereinafter authorized. Such an~ounts shall be so transferred to and deposited in the following respective funds in tile following order of priority, the requirements of each such fund at the time of deposit to be satisfied before any transfer is ~nade to any fund subsequent in priority: (a) Interest and Redemption 1,"u,~d. The Trustee, on or before March 31. of each year (commencing on or before March 31, 1977), shall deposit in tile Interest and Redemption Fund (the initial payment into which is provided for in Section 3.02) an amount equal to the aggregate half-yearly amount of interes! becoming due and payable on the outstanding Bonds On the next succeeding interest payment date plus an amount equal to one- half of the aggregate amount of principal becoming' due and payable on the outstamling Bonds on the next succeeding' Bond maturity date, and the Trustee, on or before September 30 of each year (commencing on or before September 30, 1977), shall Prool' o"f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bo~w'~e of San Francisco, Inc., 981-7882 45 deposit in the Interest and Redemption Fund an amount which, together with any balance then on deposit in said Fund, will be su~eient to pay the aggregate half-yearly am(rant of interest becoming due and payable on tim outstanding Bonds on the next succeeding interest payment date plus the aggregate amount of principal becoming due and payable on ~}~e outstanding Bonds on the next succeeding Bond maturity date. Moneys in the Interest and Redemption Fund shall be used first for the payment of interest and second for the payment of principal, except that the Trustee, upon the written request of the City and upon receipt of such documentation as it may quire, shall withdraw from the Interest and Redemption Fund and pay to the City moneys su~eient to reimburse the City for any rental theretofore paid by the C, ity under the Facility Lease for a period of time during which the payment of rental under the Facility Lease is abated pursuant to section 20 thereof and for which no other moneys (including proceeds of the rental interruption or use and occupancy insurance required by Section 6.13(c) and moneys in the Reserve Fund) are available. Except as hereinabove provided, moneys in the Interest and Redemp- tion Fund shall be used and withdrawn by the Trustee solely for the purpose of paying the interest on and principal of the Bonds when due and payable (including accrued interest on any Bonds redeemed prior to nmturity pursuant to Ibis Indenture). (b) Operation and Mai~ten.~ce i".u~d. If at any time the Corporation shall operate the Project, the Trustee, on or before each March 31 and each September 30, shall deposit in the Operation and Maintenance Fund all amounts which shall be estimated to be required to provide for the payme~t of all costs of maintenance and operation of the Project during the next six months, including costs of repairs and replacements, labor costs and insurance. Moneys in the Operation and Maintemmce Fund shall be disbursed by the Trustee to pay such costs upon the Written Request of the Corporation. (c) h'eser~:e Fu,t~d. The Trust~e, on or before each March 31 and each September 30 (cmmmmeing on or before Set)tern- Proo*l o*f .~UHE t7, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981~7882 46 bet 30, 1977), shall deposit in the l{eserw~ Fund (the initial payment into which is provided for in Section 3.02) all moneys available after the deposits required by subsections (a) and (b) of this Section have been made, and shall nmintain in the Re- serve IPund, from any source of legally available funds, an amount equal to one-half of the Maximum Annual Debt Service on all Bonds then outstanding. If on April 2 or ()ctober 2 of any year the mnount in the Reserve Fund exceeds one-half of the Maximum Annual Debt Service on the Bonds, the Trustee, if the Corporation is not then in default hereunder and if the (~ity is not then in default under the ~'acility Lease, shall pay the amount of such excess to the City, unless the Trustee, in its discretion, shall determine that the amouut of such excess is or will be required for the payment of the principal of and in- terest on the Bonds on any succeeding interest payment date (assuming for the purpose of such determination that the City shall pay when due all payments of base rental required by see- tion 3(a) of the Facility Lease). Moneys iu the Reserve Fund nmy also be used and withdrawn, upon the Written R, equest of the Corporation, to pay, together with insm'anee proceeds re- ceived or to be received by the Trustee and to make up for portions of losses not covered by insurance because of deductible amounts or replacement cost linfitations on the amount of insur- ance obtained, for the repair, reconstruction or replacement of any damaged or destroyed portion of the Project, pursuant to the procedure set forth in Section 6.13(a), but no such with- drawals shall reduce the Reserve Fund below one-fourth of Maximmn Annual I)ebt Service. Except for such withdrawals, moneys in the Reserve Fnnd shall be used and withdrawn solely for the payment of the principal of and interest on the Bonds in the event that no other funds are available therefor, or for the retirement or redemption of all of the Bonds then outstand- ing, or to reimburse the (City for any rental theretofore paid by the City under the Facility Lease for a period of time during which the payment of rental under the Facility Lease is abated pursuant to section 20 thereof and for which no other moneys (including proceeds of the rental iuterruption or use and occu- pancy insurance required by Section 6.13(c)) are available. Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 47 SV:CTm~ 5.03. (:orporate Operation b'u~d. The Trustee shall establish, and maintain and hold in trust so long' as any of the Bonds are outstanding, a special fund designated as the "C. orporate Operation ]?und." The Trustee shall deposit in the (:orporate Opera- tion Fund (the initial payment into which is provided fo,' in Section 3.02) all amounts received from thc City as additiomd rental nnder section 3(t)) of the I~'aeil]ty Lease. [['he moneys in the Corporate Operation I~'und shall be disbursed by the Trustee upon the Written Request of the Corporation for the payment of administrative costs of the Corporation, including salaries, wages, all expenses, eom- pensation and indemnification of the Trustee payable by the Corpo- ration under this Indenture, fees of auditors, accountants, attorneys or engineers, insurance premiums and all other necessary adminis- trative costs of the Corporation or charges required to be paid by it in order to maintain its corporate existence or to comply with the terms of the Bonds or of this Indenture. The Trustee shall, from time to time and as often as is necessary to replenish and maintain a balance of ten thousand'dollars (St0,000) in said Fund, give notice to the City of such additional rental required to be paid pursuant .to section 3(b) of the I,'ac'ility Lease. S~:c~o~ 5.04. bwestme.nt of Moneys in Special Funds; Arb.i- tra#e Bond Cove.na~,t. Any moneys in any of the funds to be estab- lished by the Trustee pursuant to Sections 3.02, 5.01, 5.02 and 5.03 (except the Operation and Maintenance l)'uud) may be invested, and, upon the Written }~equest of the Corporation, shall be invested, by the Trustee in time deposits (including certificates of deposit) of banks (including the Trustee) or Federal Securities (subject in each case to the limitations as to matm'ities hereinafter in this Section set forth), but any moneys invested in time deposits (including' certificates of deposit) of banks shall be seem'ed at all times, in the maturer provided by law, by collateral security, of a market value of no less than the amount of such moneys so invested. Moneys in the t~evcnue 1ruud may be invested in obligations which will mature within one year from the date of investment. Moneys in the Interest and Redemption Fund may be invested in obligations which will, as nearly as practicable, mature on or before the respective semiannual interest payment dates or annual Bond Pl'oot ot JUX£ 17, 197,5 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 48 maturity dates Oll which such moneys will be needed for tile pay- merit of interest or the retirement of Bonds. Moneys in the Con..' struction Fund and the Corporate Operation Fund may be invested in obligations which will mature within one year from the date of investment. Moneys in the Reserve Fund may be invested in obli- gations which will mature within ltwelve years from the date of investment. Any interest, profit or loss on such investments shall be credited or charged to the respective funds from which such investments are made, except that any interest or profit on investments of Interest and Redemption Fund moneys and Reserve Fund ~noneys received dm'lng the period of construction of the Project shall be credited to the Construction Fund. The Trustee may sell or present for redemp- tion any obligations so purchased whenever it shall be necessary in order to provide moneys to meet any t)as~nent, and the Trustee shall not be liable or responsible for any loss resulting from such invest- ment. The Corporation covenants that no use of tile proceeds of the Bonds will be made which will canse the Bonds to be "arbitrage bonds" subject to federal income taxation by reason of section 103(d) of the Internal Revenue Code of 1954. To that end, so long as any of the Bonds are outstanding, the Corporation and the Trustee, with respect to the proceeds of the Bonds, will comply with all require- ments of said section 103(d) and all regulations of the United States Department of the Treasury issued thereunder, to the extent that such requirements are, at the time, applicable and in effect. S~:cT~o,x 5.05. Fund Accountisg. For accounting purposes the Trustee nmy treat each of the funds herein created as accounts and not as separate entities. ARTICLE VI COVENANTS OF 'tHin CORPORATION Szca'~()~ 6.01. Paymevt o/Principal and Interest. The Corpo- ration will punctually pay the principal and the interest (and pre- mium, if any) to become due in respect of every Bond issued here- under at the times and places and in the manner provided herein Prool' o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 49 and in the Bonds and in the coupons thereto appertaining, according to the true intent and ~neaning thereof. When and ax paid in full, all Bonds and all coupons appurtenant thereto, if any, shall he delivered to the Trustee, shall forthwith be cancelled and shall there- after be redelivered to, or upon the order of, the Corporation, subject to the provisions of Section 11.04. SzCTmg 6.02. Extensio~. or 1,'.~t~t.di~tg o.f l.terest Coupo~ts. .In order to prevent any accumulation of coupons after maturity, the Corporation will not, directly or indirectly, extend or assent to the extension of the time for the payment of any coupon or any claim for interest on any of the Bonds, and will not, directly or indirectly~ be a party to or approve any such arrangement by purchasing or funding such coupons or claims or in any other rammer. In case any such coupon or claim for interest shall be extended or funded, whether or not with the consent of the Corporation, such coupon or claim fox' interest so extended or funded shall not he entitled, in case of default hereunder, to the benefits of this Indenture, except subject to the prior payInent in full of the principal of all of the Bonds then outstanding and of all coupons and claims for interest which shall not have been so extended or funded. S~:CTmS 6.03. Co'n. struction of Project. The Corporation will forthwith construct the Project in conformity with the plans and specifications prepared hy the Architects (subject to any changes approved in accordance with Section 3.05), and in conformity with the Facility I,ease and with law and all requirements of all govern- mental authorities having jm'isdiction thereover, and il will cornph~te such construction with all expedition praeticahh~. Si,:caym.x (;.04. :llaintemtnce of lfevc~.~s. The Cort)oration will promptly collect all rents and charges due for the occupancy or usc of the facilities of the Project as tile same become due, and will promptly and vigorously enforce its rights against any tenant or other person who does not pay such rents or charges as they become due. Thc Corporation will at all times maintain and vigorously force all of its rights under the Facility Lease. Proot o'f JUfiE 17, 1975 CITY OF SO. SAN FBAN.--5666 Bowne of San Francisco, Inc., 98L7882 5O S~'c'mo~x 6.05. Accotone. ting Records ,'~d ticports. The C'orpo- ration shall keep (or cause to be kept) proper books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the Revenues, and such books shall be available for inspection by the Trustee and by any holder of Bonds, or his agent or representative, at. reasonable hours and under reasonable con- ditions. Not more than four months after the close of each fiscal >'cai' of the Corporation, the Corporation shall furnish, to the Trus- tee aud to any Bondholder who may so request, a complete financial statement covering receipts, disbursements, allocation and applica- tion of Revenues for such fiscal year, and including a profit and loss statement and balance sheet, accompanied by an audit report and opinion of an independent firm of certified Imblie accountants to be employed by the Corporation, or, if so requested in writing by the holders of all of the Bonds then outstanding, certified by an inde- t)endent firm of certified public accountants of their selection. S~c't'~o~ 6.06. Complia~cc with, Iudc~t,~trc. The Corporation will not issue, or permit to be issued, any Bonds in any manner other than in accordance with the provisions of this Indenture, and will not suffer or permit any default to occur under this Indenture, but will faithfully observe and perform all the covenants, conditions and requirements hereof. Sr:c'.m)~ 6.07. Authorization for Bonds. The Uorporation is duly authorized under thc laws of the State of California, and any other applicable provisions of law, to create and issue the Bonds and to execute this Indenture; all corporate action on its part required for the lawful creation and issue of the Bonds ami the execution of this Indenture has been duly and effectively taken; and tile Bonds, upon the issue thereof, will be valid and enforceable obligations of the Corporation in accordance with their ter~ns. Sr:(:T~()~ (LOS. Leasehold Estate. The Corporation is, at the date of the execution and delivery of this Indenture, lhe owner and lawfully possessed of the leasehold estate described in paragraph 1 of the granting clauses hereof. The Site Lease is at the date of the exe- Proo'~ u'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxvne of San Francisco, Ine., 981,7882 51 eution and delivery of this Indenture a valid subsisting demise for the term therein set forth of the property which it purports to demise. At the time of executing the Site Lease the h, ssor therein named was the owner in fee simple of the premises described therein, and the Site Lease was lawfully made by said lessor. The covenants contained in the Site l,ease on the part of the lessor therein named are valid and binding, and this Indenture is executed in conformity therewith. At the time of the delivery of this Indenture there is no interest or estate in said premises subordinate to the fee simple estate therein which is superior or prior to said leasehold estate hereby transferred in trust and conveyed, other than easements, rights of way, excep- tions or conditions in deeds of record which do not impair or mate- rially interfere with the nsc of the demised premises for the purposes of the Project; the Corporation has good right, full power and law- ful authority to grant, bargain, sell, assign, transfer in trust, convey and pledge the trust estate, including, among other things, said lease- hold estate, in the manner and form herein provided; and the Cor- poration will forever warrant and defend the title to the same to the Trustee against the claims of all persons whomsoever. The Corpora- tion further covenants that the Facility Lease has been duly and regularly executed and transferred and assigned in trust to the Trustee. Without the written consent of the Trustee, the t¢orporation will not alter, modify or cancel, or agree or consent to alter, modify or cancel, the Site Lease or the Pacilitv Lease; but, with the written consent of the Trustee, the Corporation may consent to alterations or modifications thereof. The Trustee shall give such written consent (rely (i) if, in the opinion of the Trustee. such alterations or modifi- cations will not result in any impairment of the trust estate or of the secm'it¥ hereby given or intended to be given for the payment of the Bonds, or (ii) if the Trustee first obtains the written consent of the holders of at least sixty per cent (d054) in principal amount of the Bonds then outstanding to such alterations or modifications. Without allowance for any days of grace which may or might exist or he allowed by law or granted pt~rsmtnt to any terms or eon- ditions of' the Site Lease, the Corporation will in all respects ln'omptly and faithfully keep, perform and comply with all the terms, provi- Proo~ o'f JUXE 17, 197,5 CITY ()IV SO. SAN FRAN.--~5666 Bowne of San Fran.cisco, Inc., 981-7882 52 sions, covenants, conditions and agreements of tile Site l,ease ti, be kept, performed and complied with l)v it. The Corporation will not do or permit anything to be done, or omit or refrain front doing any- thing, in any ease where any sneh act done or permitted to be done, or any such omission of or refraining from action, would or might be a ground for declaring a forfeiture of the Site Lease, or would or might be a ground for cancellation or termination of the Facility Lease by the lessee thereunder. The Corporation ~511 t)romptly deposit with the Trustee (to be held by the Trustee until the title and rig%ts of the Trustee under this Indenture shall be released or reconveyed) any and all documentary evidence received by it showing emnpliance with the provisions of the Site Lease to be performed by it. The Corporation, immediately upon its receiving or giving any notice, communication or other doemnent in any way relating to or affecting the Site Lease, or the leasehold estate thereby created, which may or can in any manner affect the estate of the lessor or of the Corporation in or under the Site Lease, or any portion of the trust estate, will deliver the same, or a copy thereof, to the Trustee. The Corporation will pay or cause to be paid all taxes, assess- merits and other charges, if any, that may be levied, assessed or charged upon the trust estate, or any part thereof, promptly as and when the same shall become due and payable; and the Corporation will, upon request of the Trustee, from time to time keep the Trustee advised of such payments, and deliver such evidence thereof as the Trustee may reasonably require. The Corporation will not suffer said leasehold estate hereby conveyed and transferred in trust, or any part thereof, to be sold for any taxes, assessments or other charges whatsoever, or to be forfeited therefor; nor do or permit to be done, in, upon or about said leasehold estate, or any part thereof, anything that might in anywise weaken, diminish or impair the security intended to be given bv this Indenture. Sl.:c:rmx 6.09. Observ,,cc of Lau'.s' etnd Re$lttlatio>is. The Cor- poration will well and truly keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States of America, or of the State of California, or bv any officer, board or commission Proo'f o"f JUHE 17, 1975 CITY OF SO. SAN FItAN.---5666 Bowne of San Francisco, Inc., 981-7882 53 having jurisdiction or control, as a condition of the continued enjoy- ment of any and every right, privilege or franchise now owned or hereafter acquired by the CorI)oration, including its right to exist and carry on business as a corporation, to the end that such contracts, rights and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. SECTION 6.10. 3Iai~te~mm;e (t~d Repair of Project. The Cor- poration shall maintain or cause to be maintained in good condition and keep in good repair the Project and all buildings, facilities and eqnipnmnt now or hereafter constituting an)' part of the trust estate, and shall not commit or allow any waste with respect to any of the trust estate. SECTION 6.11. Othe'r Lie;ts. The Corporation shall keep the trust estate and all parts thereof free from judgments, mechanics' and materialmen's liens (except those arising from the construction of the Project) and free from all liens, claims, demands and encum- brances of whatsoever prior nature or character, to the end that the priority of the lien of this Indenture may at all times he maintained and preserved, and free from any claim or liability which, in the judgment of the Trustee (and its determination thereof shall be final), might embarrass or hamper the Corporation in conducting its business or operating the trust estate, and the Trustee at its option (after first giving the Corporation ten days' written notice to comply therewith and failure of the Corporation to so comply within said ten-day period) nmy defend against any and all actions or proceed- ings in which the validity of this Indenture or its priority is or nfight be questioned, or pay or compromise any claim or demand asserted in any such actions or proceedings; provided, however, that, in defending against such actions or 1)roeeeding's or in paying or Compromising such claims or demands, the Trustee shall not in any event be deemed to have waived or released the Corporation from liability for or on account of any of its covenants and warranties contained herein, or from its liability hereunder to defend the validity and priority of this Indenture and the lien thereof and to perform such covenants and warranties. Proo¥ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bo;w~e of San Francisco, Inc., 981,7882 54 So long tls any Bonds are outstandin/4', thc Corporation will not create or suffer to be created an)' mortgage, pledge, lien or charge Ul)on all or any part of the trust estate, the Project or the Revenues, other than thc lien of this Indenture, except any mortgage, pledge, lien or charge expressly permitted by Section 3.04. S],;c~riox 6.12. Comi~lia,ce with (?o~dracts. The Corporation shall comply with the terms, covenants and provisions, express or implied, of all cont,'acts for the use of the trust estate by the Cor- l)oration, and all other contracts and agreements affecting or involv- ing the trust estate or the business oi' the Corporation. SE(:a'~o~' 6.13. I,ns~ra,ce. (a) The Corporation shall cause to be maintained, at all times while any of the Bonds are outstanding, fire, lightning and extended coverage insurance, including vandalism and malicious mischief insurance, and, following completion of con- struction of the Project, earthquake insurance (but only if such insurance is available at reasonable cost on the open market from reputable insurance comi)anies), either separately or as a part of comprehensive insurance carried by the City under the Facility Lease or as a part of insurance carried by the contractor under the construction contract, referred to in Section 3.05, in the form required by the Facility Lease, on all structures constituting any part of the Project, in an amount equal to one tmndred per cent of lhe replacement cost of such structures (except that such earth- quake insurance may be subject to a deductible clause of not to exceed ten per cent of such replacement cost for any one loss and may be subject to a co-insurance clause of not less than eig'hty l)er cent requiring the insnred to bear not more than twenty per cent of any loss that may occur, and except that such other insurance may be subject to deductible clauses of not to exceed fifty thousand dol- lars ($50,000) for any one loss) or, in the alternative, in an amount and in a form sutfeient, in the event of total or partial loss, to enable the Corporation either to reth'e all Bonds then outstanding or to restore such structures to the condition existing before such loss. Said extended coverage endorsement shall, as nearly as prac- ticable, cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and such other hazards as are normally ProoY o'f JUNE 17, 1975 CITY OF SO. SAN Ft~AN.--5666 Bowne of San Francisco, Inc., 981-7882 55 covered by such endorsement. ICach such policy of insurance shall in form satisfactory to the Trustee and shall contain a clause making all losses payable to the Trustee as its interest may appear. l'n the event of any damage to or destruction of any part of l>rojeet, caused by the perils covered by such insurance, the Corpora- tion, except as hereinafter provided, shall cause the proceeds of such insurance to he utilized for the repair, reconstruction or replacement of the danmged or destroyed portion of the Project, and the Trustee shall hold said proceeds separate and apart from all other funds, to the end that such proceeds shall be apl)lied to the repair, reconstruc- tion or replacement of the Project to at least the same good order, repair and condition as it was in prior to the damage or destruction, insofar as the same may bo accomplished by the use of said pro- ceeds. The Trustee shall permit withdrawals of said proceeds from time to time upon receiving the Written Request of the Corporation, stating that the (~orporation has expended moneys or incurred lia- bilities in an amount equal to the amom~t therein requested to be paid over to it for the purpose of repair, reconstruction or replacement, and specifying the items for which such moneys were expended, or such liabilities were incurred, in such reasonable detail as the Trustee may in its discretion require. Any balance of said proceeds not required for such tel)air, reconstruction or replacement shall be treated by the Trustee as Revenues and applied in the manner pro- vided by Section 5.02. Alternatively, the Corporation, at its option, with the written consent of the City and if the proceeds of such insurance together with any other moneys then available for the pur- pose are sufficient to redeem all outstanding Bonds, may elect not to repair, reconstruct or rel)laee the damag(,d or destroyed portion of the Project and thereupon shall cause said procet~ds to be used<. for the redemption of all outstanding Bonds pursuant to the i)ro- visions of Article IV. (b) The Corporation shall cause to He maintained, at all times while any of the Bonds are outstanding, public liability insurance, with limits of not less than five hundred thousand dollars ($500,000) for one person and one million dollars ($1,000,000) for more than one person involved in one accident, to protect the Corporation and its metal>ers, directors, officers, agents and emplo?es and the Trus- JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne <)f San Francisco, Inc-., 981~7882 56 tee from all direct or eonting'ent loss or liability for damages for l)ersonal injury or death occasioned by reason of the Corl~oration's operations, including any use or occupancy of the Project. 'Phc Cor- poration shall also cause to be maintained, so long as any of the Bonds are outstanding, insurance against liability for property dam- age resulting from any casualty attributable to the (~orporation's operations, in an amount not less than one hundred thousand dollars ($100,000) for each accident, except that such property danmge insurance may be subject to a dednctible clause of not to exeeed ten thousand dollars ($10,000) for any one accident. Such'public liability insurance and such property damage insm'anee may, how- ever, be in the form of a single limit policy in the amount of one million dollars ($1,000,000) covering all such risks. (c) The Corporation 'shall cause rental interruption or use and occupancy insm'ance to be maintained on each structure constituting any part of the Project, at all times while any of the Bonds are out- standing, in an amount not less than the portion of the total rent payable by the City under the Facility Lease attributable to such structure, for a period of at least tt~e time allowed for eonstrnction of such strneture plus three months, insuring against loss of nsc caused by the perils cow, red by the insurance required by Section 6.13(a), except that such insurance need be maintained as to the peril of earthquake only following' completion of construction of each structure and only if such insurance is available at reasonable cost on the open market from reptttabl~ il~surance companies. Any such insm'anee policy shall be in form satisfactory to the [l'rnstee and shall contain a loss payable clause making any loss thereunder payable to the Trustee, as its interest may appear. Any proceeds of such insurance shall be used by the Trustee to reimburse to the (Sty any rental theretofore paid by tim City under the Facility Lease for a period of time during which the payment of rental trader the I~'aeility Lease is abated pursuant to section 20 thereof, and any proceeds of such insurance not so used shall be treated as Revenues and applied as provided in Section 5.02 (to the extent required to pay Debt Service on the Bonds) and in Section 5.03 (to the extent required for the payment of costs payable from the Corporate Operation t~'und). P,roo'f o'f JUHE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisc. o, !nc., 981-7882 57 (d) The Corporation will also provide at its own expense, upon the execution of tiffs Indenture, a title insurance policy with endorse- merit so as to be payable to the Trustee for the use and benefit of trust estate. Such policy shall be iu form satisi'actorv to the Trustee and in the amomit ot' five million two hundred fifty thousand dollars ($5,250,000), and shall insure either the Corporation's lease- hold interest title derived from the Site Lease in the real property deserihed in the Site Lease or the title of' the City in such real property. All proceeds received by the Trustee under said policy shall be applied and disbursed t)y the Trustee in the same order and priority re, lating that the shall be and for the same purposes as are provided in Section d.lS to proceeds received in eminent domain proceedings except term "eminent domain proceedings" as used in Section (;.18 read as "proceedings affecting the title of the Corporation." (el The Corporation shall deliver to the Trustee in the month of July in each )'ear a schedule, in such detail as the Trustee in its discretion may reqnest, setting forth the insurance policies then in force pursuant to this Section, the names of the insurers which have issued the policies, the ammmts thereof and the property and risks covered thereby, lCach such insnrance policy shall require that the Trustee shall be given thirty days' notice of any intended cancellation thereof or reduction of the coverage provided thereby. Delivery to the Trustee of the insurance policies under the provisions of this Section shall not confer responsibility npon the Trustee as to the sufficiency of coverage or amotmts of said l)olieies. It'-so requested in writing by the Trustee, the Corporation shall also deliver to the Trustee duplicate originals or certified copies of each insurance policy described in such sehe(htle. SI':CTm.',' 6.14. t"'rOSeC'tttio~t a;*td Dc?,~s~ o/' Suits. The Corpora- tion shall promptly, upon request of the Trustee or any Bondholder, from time to time take such action as may 1)e necessary or proper to remedy or cure any defect in or cloud upon the title, to the trust estate or any part thereof, whether now existing or hereafter deveL oping, shall prosecute all such suits, actions and oth(q' proceedings as may be at)t)ropriate for such purpose and shall indemnify and save the Trustee and every Bondholder harmless fr(nn all loss, cost, Proof o'! JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne of San Franc, isco, Inc., 981-7882 58 damag'e and expense, including attorneys' fees, which they or any of them may incur by reason of anv such deflect, cloud, suit, action or proceeding. The Corporation shall defend against every suit, action or In-O- eeeding at any time brought against the Trustee or any Bondholder upon any claim arising out of the receipt, application or disburse- ment of any of the Revenues or involving the rights of the Trustee or any Bondholder under this Indenture; provided, that the Trustee or any Bondholder at its or his election may appear in and defend any such suit, action or proceeding. The Corporation shall indemnify and hold haxmfless the Trustee and the Bondholders against any and all liability claimed or asserted hy any person, arising out of such receipt, aplflieation or disbursement, and shall indenmify and hold harmless the Bondholders against any attorneys' fees or other ex- penses which any of them may incur in conm~etion with any litiga- tion to which any of them may become a l)arty by reason of his ownership of Bonds. The Corporation shall promptly reimburse any Bondholder in the full amount of any attorneys' fees or other expenses which he may incur in litigation or otherwise in order to enforce his rights under this Indenture or the Bonds, provided that such litigation shall be concluded favorably to such Bond- hohler's contentions therein. Notwithstanding any contrary provision hereof, this covenant shall remain in full force and effect, even though all indebtedness and obligations secured hereby may have been fully paid and satisfied and this Indenture may have been released and discharged, until the Corporation shall have been dissolved. SECTm~ 6.15. t~ccor&ttion {t'~d ]"ili'~tg. The Corporation shall record, register, file, renew, refile and re-record this Indenture and every indenture supplemental hereto which may hereafter be exe- cuted and all such documents, including financing statements, as may be required by law in order to maintain this Indenture at all times as a mortgage of property, all in such manner, at such times and in such places as may be required by law in order fully to preserve, protect and perfect the security of' the Bo.ndholders and the rights Prod! o'f JLJXE~ 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxw~e of San Francisco, Inc., 981,7882 5.9 aud security interests of the Trustee. The ('orporation shall do what- ever else may be necessary or be reasonably required by the Trustee in order to perfect and continue the lien of this Iudenture. SECTION 6.16. Miscellany.co,ts Covemtnts. The ('orporation cove- nauts that, so long as any of the Bonds remain outstanding-- (a) the Corporation will not create any subsidiary corpora- tion or acquire or own any capital stock of any corporation; (b) the Corporation will not issue any Additional Bonds or other obligations payable from Revenues or having a lien on the trust estate, except as expressly permitted so to do by Section 3.04; (c) the Corporation will not merge or consolidate with any other corporation; and (d) the Corporation will not assmne or guarantee, or other- wise obligate itself for or become liable for the payment of, or coutingently agree to purchase, any debt of any person other than the Corporation. S~c~n(m 6.17. ('~ity Budgets. The Corporation shall supply to the Trustee, prior to or as soon as practicable after the begimfing of each fiscal year of the City, a determination that the City has made adequate provision in its proposed annual budget for the payment of rentals due under the Facility Lease in the tlseal year covered by such budget. The determination given by the Corpo- ration to the Trustee shall be that the amounts so budgeted are fully adequate for the payment of all rentals due under the Facility Lease in the then ensuing fiscal year. If in the opinion of the Trustee the amounts so budgeted are not adequate for the payment of rentals due m~der the Paeility Lease, the Corporation will take such action as may be necessary to cause such annual budget to be amended, corrected or augmented so as to include therein thc amounts re~ quired to be raised by the City in the then ensuing fiscal year for the payment of rentals due under the Facility Lease and will notify the Trustee of the proceedings then taken or proposed to be taken by the Corporation. The Corporation will keep the Trustee advised of all proceedings thereafter taken by the Corporation.' Proot ot JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 60 S~ICTION 6.18. E'mi,~'te.,! Do,ma,i,~,. If all or any part of lite trust estate shall l)e taken by eminent domain proeeedings (or sohl to a government threatening to exercise the power of eminent domain), the proceeds therefrom shall be deposited with the TruMee in a special fund in trust and shall be applied and disbursed by the Trustee as follows: (a) (1) If the Trustee determines that such eminent domain proceedings have not materially affected the operation of the Project or the ability of the Corporation to meet any of its obligations hereunder, and if the Trustee deter,nines that such proceeds are not needed for repair or rehabilitation of the Project, the Trustee shall treat such proceeds as Revenues and shall apply such proceeds as provided in Section 5.02. (2) If the Trustee determines that such eminent do- main proceedings have not materially affected the operation of the Project or thc ability of the Corporation to meet any of its obligations hereunder, and if the Trustee determines that such proceeds are needed for repair or rehabilitation of the Project, the Trustee shall pay to the Corporation, or to its order, from said proceeds such amounts as the Corporation may expend for such repair or rehabilitation, upon the filing with the Trustee of such requisitions of the Corporation, cer- tificates of architects or engineers and other documents as the Trustee may at its discretion request. (3) In making aa~y such deterndnation (including thc determination mentioned in the following subsection (b)) the Trust.cc may obtain, but shall not be required to obtain, at the expense of the Corporation, the report of an independent engi- neer or other independent professional consultant. Any such determination by the Trustee shall be final. (b) Ii' less than all of the Project shall have been taken in snell eminent domah~ proceedings, and if the Trustee deter- mines that such eminent domain proceedings have materially affected the operation of the Project or the ability of the Co,'- poration to meet any of its obligations hereunder, the Trustee shall apply such proceeds to the redemption of Bonds in the manner provided in Article IV. Proo} o'f JUNE 1T, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 61¸ (c) (1) If all of tile Project shall have been taken in such eminent domain proceedings and if such proceeds, together with any other nxoneys then available to the Trustee for the pose, are sufficient to provide for the payment of the entire amount of principal then due or to become due upon the Bonds, together with the interest thereon, so as to enable the Corpo- ration to retire all of the Bonds then outstanding by redemption or by payment at maturity, the Trustee shall apply such pro- eeeds to the payment of such interest and to such retirement. (2) If all of the Project shall have been taken in such eminent domain proceedings and if such proceeds, together with any other moneys then available to the Trustee for the purpose, are insu~eient to provide moneys for the purposes specified in paragraph (1) of this subsection (e), the Trustee shall apply such proceeds in accordance with the provisions of Section 7.14 so far as the same may be applicable. (d) After all of the Bonds have been retired and the entire amount of principal due or to become due upon the Bonds, together with the interest thereon, have been paid in full, the Trustee shall pay the remainder of such proceeds to the City and the (~orporation in accordance with theh' respective interests. S~:CT~Og 6.19. S¢tle of Pcrso.mtl Property. The (~orporation shall not sell or exchange or permit the sale or exchange of any personal property which may at any time constitute a part of the trust estate exct,pt as hereinafter provided. The Trustee, in its discretion, may permit the Corporation. to sell or exchang'e any persomd property which may at any time constitute a part of the trust estate, and to release said persoual property from the lien of this Indenture, if (a) in the opinion of the Corporation the prop- crty so sold or exchanged is no longer required or useful in eon- nection with the operation of the Project; (b) the consideration to be received frown the property is of a value substantially equal to the value of the 'property to be released; and (c) if the value of any such property shall, in the opinion of the Trustee, exceed the amount of $25,000, the Trustee shall have been furnished a certifi- cate of an independent engineer or other qualitied independent pro- Proo~f o'f J[I,~E 17, 1975 CITY OF SO. SAN FRAN.--~5666 Bowne of San Francisco, Inc., 981-7882 62 fessional consultant (satisfactory to the Trustee) certifying the wdue thereof and further certifying that snell property is no longer re. quired or useful in connection with the operation of the trust estate. In determining the value of the property to be released and any property received in exchange, which shall become subject to the lien of this Indenture, the Trustee may conclusively rely on certificates furnished by such an engineer or other consultant, and shall not be obligated to make any independent investigation with reference to the value of the property to be released and the prop- erty to be received in exchange therefor. In the event of arty such sale, the full amount of the money consideration received for the property so sold and released shall be paid to the Trustee. Any ~noney so paid to the Trustee shall, so 10rig as the Corporation is not in default under any of the pro- visions of'this Indentm'e, be paid by the Trustee to the Corpora- tion, upon its Written t~equest, to purchase property, which prop- erty shall become subject to the lien of this Indenture. Any money so paid to the Trustee, and not so paid to the Corporatiou within one year, shall be treated as Revenues and held and disbursed as provided in Section 5.02. The Trustee, before permitting' any sale or exchange of personal property subject to the lien of this Inden- tm'e and executing a release thereof, shall be furnished with a Written Request of the Corporation approving said salt; or exchange, and snell certificates of value, conveyance and Opinions of Counsel as the Trustee may require. The Trustee shall in no event, be liable for. any mistake of fact or error in judgment in permitting any such sale or exchange of personal property and releasing auy of the property so sold or exchanged from the lien of this Indenture. Sr. CT~OX 6.20. Fl,rther .~lssit. rwnces. Whenever and so often as requested so to do by the Trustee or an}' Bondholder, the Corpora- tion will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, doem-nents or assurances, and promptly do or cause to be done all such other and further tilings, as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Bondholders all rights, interest, powers, benefits, privileges and advantag'es con- ferred or intended to be conferred upon them by this Indenture. Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FBAN.--5666 Bowne (If Sall Francisco, Inc., 981,7S82 ~3 S~;c'r~oN 6.21. P~t/fi.n.q Agents. The Corporation, with the writ- ten approval of the Trustee, shall appoint and at all times hax'e a paying agent in the Borough of Manhattan, City of New 5"ork, State of New York, and a paying agent in the City of Chicago, County of Cook, State of Illinois, for the payment of the principal Of, and the interest (and prenfium, if any) on, the coupon Bonds. It shall be the duty of the Trustee to make such credit arrange- ~nents with such paying agents as may be necessary to assure, to the extent of the moneys held by the Trustee for such payment, the prompt payment of the principal of, and interest (and premium, if any) on, the coupon Bouds presented at such place of payment. The paying agents iuitially appointed hm'eunder and hereby ap- proved by the Trustee are the principal office of First National City Bank~ in New York, New York, and the office of Harris Trust and Savings Bank, in Chicago, Illinois. AIVI'ICIA~I VII IL:~EMEDIES ON DEFAULT S~c~rmN 7.01. Events of Defrt~tlt; ~tccelcr~tlio~t.; W~tit:er of la'ult. If one or more of the following events (herein called "events of default") shall happen, that is to say-- (a) if default shall be made in the due and punctual puy- merit of the principal of, or prenfium (if any) on, any Bond when and as the same shall become duc and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise; (b) if default shall be made by the Corporation in the servance of the covenants on its part contained in Section 6.08; (c) if default shall be made in the due and punctual pay- merit of any installment of interest on any Bond, when and as such interest instalhnent shall become due and payable; (d) if default shall be made by the Corporation in the per- formance or ot)serx,ance of any other of the cox-enants, agree- ments or conditions on its part in this Indenture or in the Bonds contained, and such default shall have contiuued fora period of sixty days after written notice thereof, specifying such de- Proo:f o'f .JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 tIo~v]~(' ef San Fra~cisco. Inc., 3,$1-788z 64 fault and requiring the same to be remedied, shall have been given to the Corporation by the q ~u~t(.e, or to the and the Trustee by the holders of ~ot less than twtmty-five per cent (25%,) i~ aggregate principal amount of the Bomls at the time outstanding; (e) if the corporate existence of the (Jorporation shall terminated; (f) if the Corporation shall (1) admit in writing its inabil- ity to pay its debts generally as they become due, ,(2) file a petition in bankruptcy or to take advantage of any insolvency act, (3) make an assigmnent for the benefit of its creditors, (4) consent to the appointment of a receiver of itselfi or of the whole or any substantial part of its property, or (5) on a peri- tion in bankruptcy filed against the Corporation, be adjudicated a bankrupt; (g) if the Corporation shall file a petition or answer seek- lng reorganization or art'ang'ement under the federal bankruptcy laws or any other applicable law of the United States of America or any State thereof; (h) if a court of competent jurisdietio~ shall enter an order, judgment or decree appointing, without the consent of the poration, a receiver of the Cori)oration, or of the whole or any substantial part of its property, or apl)roving a petition filed against the Corporation seeking reorganization of the C, orpo- ration under the federal bankruptcy laws or any other applic- able law of the United States of America or any State thereof, aud such order, judgment or decree shall not be vacated or set aside or stayed within sixty days from the date of the eutry thereof; or (i) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdietio~ shall assume custody or control of the Corporation or of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within sixty days from the date of assumption of such custody or eo~trol; Proo'f o'f JUHE 17, 1975 CITY OF SO. SAN FtLAN.--5666 Bowne of San Francisco, Inc., 981-7882 65 then and in each and every sneh case during the continuance of such eveut of default, unless the principal of all the Bonds shall have ah'eady become due and payable, the Trustee, by notice in writing to the Corporation, may, and upon the written request of the holders of not less than twenty-five per cent (255~) in aggregate principal amount of the Bonds at the time outstanding, shall, declare the prin- cipal of all the Bonds then outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such dec- laration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Bonds contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of the Bonds shall have been so declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as herein- after provided, the Corporation shall deposit with the Trustee a sum su~cient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue instalhuents of principal at the rate or rates of interest borne by the respective Bonds, and the reasonable expenses of the Trustee, and any and all other defaults known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cra'ed to the satisfaction of the Trustee or provision deemed by the Trus- tee to be adequate shall have been nmde therefor, then, and in every such case, the holders of at least sixty per cent (60¢) in aggregate principal amount of the Bonds then outstanding, by written notice to the Corporation and to the Trustee, may, on behalf of the holders of all of the Bonds, rescind and anmfl such declaration and its con- sequences and waive such default; but no such rescission and annul- ment shall extend to or shall affect any subsequent defmflt, or shall impair or exhaust any right or power consequent thereon. S~(:T~o~ 7.02. Po~cc~' o/ Tr.stec to E.te~r ..d Trtkc t'ossc&'sio., of T,'ust Estatc. If one or more of the events of default shall imp- pen and he continuing, then and in each and every such case the Trustee, either personally or by its agents or atto,'neys, may, in its Proo/~ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 66 discretion, and upon the written request of the hohlers of not hess than a majority in principal amount of the Bonds then outstanding, and upon }ming indemnified to its satisfaction, forthwith shall, enter into and upon and take and hold possession of the trust estate, and may exclude the Corporation and its agents and servants and all other persons or corporations wholly therefrom and may nsc, mam~ge and control the trust estate and conduct the business of the Corpora- tion with respect thereto in such manner as in its discretion it sha[l d{~em to be to the best advantage of the holders of the Bonds. In aid of the exercise of the power of entry conferred upon the Trustee under the foregoing provisions of this Section, the Trustee iu its discretion and Mthout notice or demand upon the Corporation, such notice and demand being hereby expressly waived, shall be entitled to the appointment of a receiver by any court of competent jurisdiction, and such receiver so appointed shall be entitled to exer- cise all the powers hereby conferred upon the Trustee under the provisions of this Article in the management and operalion of the trust estate. Sr:ca'I()~ 7.03. tligl~ts .'J.t Duties of Trustee upon EJttry. Upon every such entry the Trustee from time to time, and at the expense of the trust estate, may maintain and restore and insure and keep insured the trust estate and make alt necessary repairs, renewals, replacements, alterations, additions, betterments and improvements, as it may deem judicious. The Trustee in case of such entry shall have the right to manage the trust estate and to carry ou the busi- ness of the Corporation with respect thereto and to exercise all the rights and powers of the Corporation either in the name of the Cor- poration or otherwise, as the Trustee shall deem best, and shall be entitled to collect, take and receive all earnings, income, rents, issues and profits of the trust estate. After deducting the expenses of operating the trust estate and of conducting the business thereof, and of all repairs, maintenance, renewals, rephteements, alterations, additions, betterments and im- provements, and all payments or reserves that may be made or set up, in the Trustee's discretion, for taxes, assessments, insurance and prior or other proper charges upon or in connection with the. opera- Proo'! o'f JUNE 17, 197.5 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981,7882 67 tio~t of the trust estate or any part thereof, as well as just and reasonable compensation for its own services and for the services of counsel, agents and employees by it properly engaged and employed, and after making reiml)ursement to itself for advances made pur- suant to tile provisions of this Indentm'e with interest on all such advances at the rate of six per cent (67;) per ammm, the Trustee shall apply moneys received by it pursuant to this Section as follows: First: In case tile principal of none of tile Bonds shall have become due and remain unpaid, to the payment of interest in default in tile order of the maturity thereof, such payments to be made ratably to the persons entitled thereto without dis- erimination or preference, except as specified in Section 6.02. Second: In ease the principal of any of the Bonds shall have become due by declaration or otherwise and remain unpaid, first to the payment of interest in default in the order of the xnaturity thereof, then to the payment of the principal of all Bonds then due and unpaid, with interest on the overdue principal at the rate or rates of interest borne by the respective Bonds; in each instance such payment to be made ratably to the persons en- titled thereto without discrimination or preference, except as specified in Section (;.02. Upon the payment in full of all amounts due for such principal or interest, or payable fox' other purposes, and if the Corporation shall not then be in default hereunder, the trust estate (except any money required to be held by the Trustee under any other Section of this Indenture) shall be returned to the possession of the Corpora- tion, its successors or assigns, or to whosoever may be lawfully entitled thereto. Sr;c~rxo.~ 7.04. ln. stit~tio~z, of Lc#.l t'rocecdi~:#s b1! Tr'~tstcc. If one or more of the events of default shall happen and be continuing', the Trustee in its discretion may, and ltl)O~l the written request of the holders of not less than a majority in principal amount of the Bonds then outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of the holders of Bonds under this htdenture bv a suit in equity Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 381-788z 6S or action at law, either for the specific performance of any eovemmt or agreement contained herein, or in aid of the execution of any power herein granted, or for the foreclosure of this Iudenture, or for the enforcement of any other appropriate legal or equitable remedy as the Trustee shall deem most effectual in support of any of its rights or duties tmreunder; and upon instituting such proceed- ing, or in order to take possession of the trust estate as hereinabove provided, the Trustee shall be entitled as of right to the appointment of a receiver of the trust estate, without notice or demand to or upon the Corporation, which notice and demand are hereby expressly waived. S~zc'no~ 7.05. Power of SalE. If one or more of the events of default shall happen and be continuing, the Trnstee, without entry, personally or by attorney, in its discretion may, and upon the written request of the holders of not less than a majority in principal amount of the Bonds then outstanding, and upon being indenmified to its satisfaction therefor, shall, proceed to sell to the highest and best bidder all and singular the trust estate (except any money then held by the Trustee under any provision of this Indenture) and all rights, title, interest, claim and demand therein and thereto of the Corporation. Such sale shall be made at public auction and at such plac. e or places in the County of San Mateo, and at such time or times and upon such notice as the Trnstee may be advised by counsel to be consistent with the laws, if any, applicable thereto, and upon such terms as the Trustee may fix. Notice of any sale pursuant to any provision of this Indenture shall state the. time and place when and where the same is to be made, shall eon- rain a })riel general description of the property to be sold, shall briefly state the terms of the sale and shall be given by publication or posting or both to the extent and in the manner required t)y law. SzCT]O.X 7.06. Acceleration upo~'t Exerci.se of t'ow,'r of S, le. In the event of any sale of the trust estate made m~der the power of sale hereby granted and conferred, or under or by virtue of judi- cial proceedings, or of any judgment or decree of forech)sure and sale, the principal of all Bonds, if not previously due, immediately Proo'f o'! JUNE 17, 197,5 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981-788'2 69 shall become and be due and payable, anything in said Bonds or iu this Indenture to the contrary notwithstanding. Si~CT~OS 7.07. S.le as E,utirety or i~ P. rcclx. Should any such sale be made pursuant to judicial proceedings, such sale shall be made either as an entirety or in such parcels as may be directed by the court, or should such sale be made by the Trustee under the power of sale hereby granted, such sale shall be made either as an entirety or in such parcels as the Trustee in its sole discretion may determine. The City shall have a first right and option, in the event of any proposed sale pursuant to judicial proceedings or by the Trustee under the power of sale herein granted, to purchase the trust estate at the price sufficient to retire and pay all indebtedness of the Col potation then outstanding and secured by this Indenture. The Corporation, for itself and all persons and corporatious hereafter elaiufing through or nn,ler iL or who may at any time hereafter become holders of liens junior to the lien of this lmlen- rm.'e, hereby expressly waives and releases all right to have the properties and rights comprised in the trust estate marshaled upon any foreclosure or other enforcement hereof, and the Trustee or any court in which the foreclosure of this Indenture or administra- tion of the trusts hereby created is sought shall have the right as aforesaid to sell the entire property of every description comprised in or subject to the trusts created by this Indenture as a whole in a single parcel. Ssc~riox 7.08. Adjo~'r.~me,~ds o.[ S,le. The Trustee from time to time may adjourn any such sale to be made by it by announce- ment at the time and plac~ appointed for such aide or for such adjourned sale or sales, and without further notice or publication it may make such sale at the time to which the same shall be so adjourned, but in the event of such adjournment or adjournments, sale shall be made within six months from the date of sale fixed in the advertisement, nnless notice of sale on some later date shall be given again in the manner provided in Section 7.05. Proo'f o'f JUHE 1T, 1975 CITY OF SO. SAN FRAN.--5666 Boxm~e of San Francisco, Inc., 981.-7S82 70 Sz,x"rm~' 7.0~L Tra~s]'cr to P,~'cl~t.~'cr a! b'atr. Ul~on comple- tion of any such sale or sales, the Trustee shall execute and deliver to the accepted purchaser or purchasers a good and sufficient deed or assignment of the property or pr~perties sold, m' shall execute and deliver, in conjunction with the deed or assignment of the court officer conducting such sale, a proper release of such properties. The [Prustee is hereby irrevocably appointed the true. and lawful attorney of the Cra'potation, in its name and stead to make all neces- sary deeds and assignments of such properties thus sold; and for that purpose the Trustee may execute all necessary instruments of conveyance, assignment and transfer, and may substitute one or more persons or corporations with like power; and the Corporation hereby ratifies and confirms all that its said attorney or attorneys, or such substitute or substitutes, shall lawfully do by virtue hereof. Nevertheless, the Corporation, if so requested by the "l!rustee, shall execute and deliver to the purchaser or purchasers such deeds, assignments, transfers and releases as may lm designated in such request. In the event of a sale of said trust estate, or any part thereof, and the execution of a deed or assignment thereof m~der these trusts, the recital therein of default, publication of notice of sale, demaz~d that such sale be made, postlmnement of sale, terms of sale, sale, pnrchaser, payment of purchase money and any other fact. affecting the regtdarity or validity of such sale shall be effectual and conclusive proof of the facts recited therein as against the Corporation, its successors and assigns, and all other persons. S~;cTrox 7.10. Sal~~. a. Bar A.q~ti,~tst Corl)orrttio~t. Any such salt~ shall divest all right, title, interest, claim and demand whatsoever, either at law or in equity, of the Corporation, its successors and assigns of, in and to the property and premises soht, and shall be a perpetual bar, both at law and in equity, against the Corporation, its successors and assigns, and against auy and all persons claiming or who may claim the property sold or any part thereof, from, through or under the Corporation, its successors or assigns. Szc~rmx 7.11. Purchctser Not Liablt' for APl~lic~tt'io~ o[ i'~ur- cha,s'e ]Im~e:¥. The receipt of the Trustee or of the court officer eon- duc, ting such sale shall be a sutfcient discharge for the lmrehase Proo) o'f .~Ut~E 1'/, 1~75 CITY OF SO. SAN FRAN.---5666 Boxvne of San Francisco, Inc., 981,7882 71 money of any purchaser of the property or any part thereof, sold as aforesaid, and no purchaser or representatives, g'rantces or as- signs of any purchaser, after l)aying such tmrehase money and receiving such receipt, shall be bound to st, e to the application of such purchase money upon or for any trust or lmrpose of this Indenture, or in any manner whatsoever he answerable for any loss, misap- plication or non-application of such pm'chase money m' any part thereof or be bmmd to inquire as to tlte authorization, necessity, expediency or regularity of any such sate. S~zcTmx 7.12. Applica.tio,. o/Bo,~ids to Pwrch~t.s'e Price. In ease of any such sale, for the purpose of making' settlement or payment for the property purchased, the purchaser shall be entitled to turn in or apply toward the payment of the purchase 'price any Bonds and any matured and unpaid coupons appertaining thereto (subject, however, to the provisions of Section 6.02) and to be credited there- for, to the extent of the value of or amount which would be payable upon such. Bonds and coupons upon a distribution among the holders of Bonds and coupons of the net proceeds of such sale, after making the deductions allowal)le under the terms hereof for the costs and expenses of the sale and otherwise; but such Bonds and coupons so applied in payment by the pm'chaser shall be deemed to 1)e pakt only to the extent so applied. S~,;¢'rm~~ 7.13. P.icrcl~ase by 'J.',r,uste~~. At. any such sate the Trustee or an5' holder of Bonds may })itl for and purchase such property and may make payment on account thereof as aforesaid, and upon compliance with the terms of sale may hold, retain and dispose of such property without further aee(mntal~ility therefor. SECTIOX 7.14. Apl;lic(ttio~t Of l*.roc(~ccl,~' of Nctle. The lmm'chase money, proceeds and avails of any such sale,, togettter with any sums which may then he held by the Trusiee or be t)ayabl,~ to and received by it under any of the provisions of this Indenture as part of the trust estate or of the proceeds ihereof, shall be applied as follows: Fb'st: To the payment of the costs, exI)ens(,s, fees and other charges of such sal6, a reasonahle compensation to the Trustee, its agents and attorneys, all expenses and liabilities Proo'f o'f JUNE 17, 19'/'5 CITY OF SO. SAN FBAN.~5666 Boxw~e of San Francisco, Inc., 9867882 7~ incurred and advances made bv the Trustee in managing and maintaining th~ property, instituting, defending or carrying on litigation and administering its tt'usts hereunder, with interest on all such advances at the rate of six per cent ((;%) per allnlllll, and all taxes, assesslllent8, wator rates or liens prior to the lien of this Indenture, except any taxes, assess- ments, water rates or other superior liens subject to which such sale shall have been made. Seco.~d: Any surphts then remaining to the payment of the whole ammmt owing and unpaid (for the payment of which other moneys are not then held by the Trustee) upon the prin- cipal of and interest on the Bonds, with interest on overdue principal at the rate or rates of interest borne by the respective Bonds, and in the event such proceeds shall be insufficient to pay in full the whole amount so due and nnpaid, then to the payment thereof ratably, without preference or priority of principal over interest or of interest over principal, or of any installments of principal over any other instalhnents of princi- pal, or of any instalhnents of interest over any other install- ments of interest, except as specified in Section (;.02. Third: Any surplus then remaining to the Corporation, its successors and assigns, or to whosoever may be lawfully titled to receive the same, upon laxvful demand being nmde therefor. S~;c'rtox 7.15. Effec! of Del~tg or Omissio~ to l~crs,,~e R. emcd:cc No delay or omission of the Trustee or of any holder of Bonds to exercise any right or power arising from a~v default shall impair any such right or power or shall be construed to be a waiver of any suclt dei'ault or acquiescence therein; and every power and remedy given by this Article to the Trustee or to the holders of Bonds may be exercised from time to time, and as often as shall be deemed expedient. In case the Trustee shall have proceeded to enforce any right under this lndmtture by entry, foreclosure or otherwise, and such proceedings shall have been discontinued or abandoned cause of waiver or for anv other reasons, or shall have been deter- mined adversely to the Trustee. then and in every such ease the Prool o'f JUNE 17, 1975 CITY OF SO. SAN FIlAN.---5666 Bmvne of San Francisco, Inc., 981--7882 73 Corporation and the Trustee, and the holders of the Bonds, severally and respectively, shall be restored to their former positions and rights hereunder in respect to the trust estate; and all remedies, rights and powers of the Corporation, thc Trustee and the holders of tile Bonds shall continue as though no such t)roceedings had been taken. S~;CTm~' 7.1(;. tlemedies C,..r.l.tice. No reu.dy herein con- ferred upon or reserved to the Trustee or to any holder of the Bonds is intended to be exclusive, of any other remedy, hut each and every such remedy shall be cmnulative anti shall 1)e in addition to every other remedy given hereunder. S~:cx.)x 7.17. Waiver by Corpor(ttion of Be}~efits of Laws for Protcctio,., of Debtors. The Corporation will not, at any time, claim, take or insist Ul)On. any benefit or advantage from any law now or hereafter in force providing for the valuation or appraisement of the trust property, or any part thereof, prior to any sale thereof to be made pursuant to any provision herein contained, or pursuant to the decree, judgment or order of any court of competent juris- diction; nor, after auy such sale, will it claim or exercise any right, under any statute now or hereafter emteted, to redeem the prop- erty so sold, or any part thereof; and the Corporation hereby expressly waives all benefit and advantag'e of any such law and covenauts that it will not invoke or utilize any such law in order to hinder, delay or impede the execution of any power'herein granted and delegated to the Trustee, but will suffer and permit the execu- tion of every such power as though no such law had been enacted. Sv, cT.).',- 7.18. Core,tn. ut to Pay Bo~ls i~,t Ecent. of Dc/'~t,ll, Etc. The (Jorporati(m covenants that, Ul)On the hat)pening of any event of default, the Corporation will pay to the Trustee, upon demand, for the benefit of the holders of the Bonds and coupons appertain- lng thereto, the whole amount then due and payable thereon (by declaration or otherwise) for interest or for principal, or both, as the case may be, and all other sums which may be due hereunder or secured hereby (with interest on overdue princil)al at the rate or rates of interest borne hy the respective Bonds), including reason- Proo~f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--,5666 Boxvne of San Fnmcisco, Inc., 9S1-7882 74 able eOml)ensation to the Trustee, its agents, attorneys and eom~sel, and any expenses or liabilities incm'red by the Trustee hereunder. In case the Corporation shall fail to pay the same forthwith such demand, the Trustee, in its own name and as trustee of an express t. rnst, shall be entitled to institute l)roceedings or tile a claim in any proceedings at law or in equity or in bankrnptey in any com't, of competent jurisdiction to recover judgment for the whole amount due and unpaid, together with costs and reasonable attorneys' fees. The Trustee shall be entitled to file claim and to recover judgment as aforesaid, either before or after or during the pendency of any trustee's sale proceedings or any proceedings for the enforcement of the lien of' this [ndentnre upon the trust estate, and the right of the Trustee to file such a claim or to recover such judgment shall not be affected by any entry or sale, or by the exer- cise of any other right, power or remedy for the enforcement of the provisions of this Indenture m' for the foreclosure of the lion hereof; and, in ease of a sale of the trust estate, or any portion thereof, and of the application of the proceeds ot' sale to the pay- merit of said indebtedness, the Trnstee, in its own name and as trustee of' an express trust, shall be entitled to enforce 1)ayment of and to receive all amounts then remaining due and nnpaid upon the Bonds and eoul)OUS then ontstanding, for the benefit of the holders thereof, and shall be entitled to recover judgment for any portion of said indebtedness remaining unpaid, with interest. No recovery of any judgment by the Trustee and no levv of any cution under any such judgment upon property subject to the lien of this Indenture or upon any other property shall in any manner or to any extent affect or impair the lien of this Indenture upon the trust estate or any part thereof or any rights, powers or remedies of the Trustee hereunder or any rights, powers or remedies of the holders of the Bonds, t)ut such lien, rights, powers and remedies shall continue mmffected and unimpaired as before. Any moneys collected by the Trustee upon any sneh judgment shall be applied by it in accordance with the provisions of Section 7.14 so far as · the same may be applicable. Notwithstanding the foregoing provisions of this Section, the powers hereby granted to the Trustee are strictly subject to the JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981,7882 75 limitation that if by thc commencement of any action at law to recover judgment for al~y anloullt due and unpaid hereunder or upon the Bonds or by the exercise of any other remedy prior to or concurrently with trustee's sate proceedings or proceed- ings to enforce the lieu of this Indenture upon the trust estate, the security hereby provided for would, despite the foregoing provisions of this Section, be sm'rendered, impaired, waived or lost, the Trustee shall have no power to commence such action at law or to exercise such power or remedy; but in case any statute now in force providing in terlns or effect that the commencement of an action to recover a debt secured by mortgage shall be deemed a waiver of the security thereof, or prohibiting the exercise, of any other remedy prior to or concurrently with trustee's sale proceed- ings or l)roeeedings to enforce the lien of a mortgage upon the premises mortgaged, or any statute which now impairs or suspends the virtue of the foregoing provisions of this Section and of which the Corporation might take advantage, despite the said provisions, shall hereafter be repealed or cease to he in force, such statute shall not be deemed to have become or to be a part of the contract eon- tained in this Indenture. S~:("rm.x 7.19. Rights of 7'r~stec 'i~ Ilecei~:ershilJ Proceedi,ngs, Etc. In the event oi' any receivership, insolvency, reorg'anization or bankruptcy proceedings affecting the Corl)oration or the trust estate, the Trustee, without prejudice to or waiver of the lien and security of this Indenture or of any right conferred hereby, shall be entitled, without being the holder of any Bonds, to file and prove a claim for the entire amount then due and payable by the Corporation under this Indenture without regard to or deduction for the value o[ the trust estate or the security of this Indenture or for any amount which may ther¢~after be collected, received or realized by the Trustee from the trust estate or any part thereof, and the Trustee is hereby al)pointed the agent and attorney of the holders of all Bonds outstanding hereund¢~r for such l)Urposc. S~.:(':rm.- 7.20. Iliqhtx of Bo}tdh.olders ~o ('o~,trr~l t)roccedi~tq~ by Tru.stcc. The holders of a majority in aggregate princil)al amount of the Bonds at the time outstanding shall have ibc rig'ht to direct Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--~5666 Bowne of San Francisco, Inc., 981-7882 76 tit(, time, method and place of conductiug any l~rOceeding for any remedy available to the Trustee, or exm'cising any trust or power conferred on the Trnstee, tmd{q' this indenture. In the event that the Trustee, upon the hapl)ening of an event of default, shall have taken some action, by judicial proceedings or otherwise, pursuant to its duties herem~der, whether ul)on its own discretion or upon the request ot' the hohters of the above-specified principal alnounL of Bonds then outstanding, it shall have full power, in the exercise of its discretion for the best interests of the holders of the Bonds, with respect to the continuance, diseontinnanee, withdrawal, eOmln'omise, settlement or other disposal of such action; provided, however, that the q'rnstee shall not, unless there no longer eontimms an event of default hereunder, discontinue, withdraw, compromise, settle or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the holders of at least a majority in aggregate principal amount of the Bonds at the time outstanding opposing such diseontinuanee, withdrawal, compromise, settlement or other disposal of such litiga- tion. Si~c~xoh~ 7.21. Limitatio~t o~ Bo.~tdl~oldcrs' Right to S~tc. No holder of any Bond or coupon issued hereunder shall have the right to institute any suit, action or proceeding at law or in equity, for the execution of any trust or power of this Indenture or for any other remedy under or upon this Indenture, unless (a) such holder shall have previously given to the Trustee written notice of the occurrence of an event of default hereuuder; (b) the holders of at least twenty-five per cent (2554) in aggregate principal anmunt of the Bonds then outstanding shall have made written request to the Trustee to exercise the powers hereinbefore granted or to institute such action, suit or proceeding' in its own name; (e) such holder or said holders shall have tendered to the Trustee reasonable indem- nity against the costs, expenses and lial)iliiies to be incurred in compliance with such request; and (d) the Trustee shall have refused or omitted to comply with such request for a period of sixty days after such written request shall have t)e~n received by, and said tender of indenmity shall have been maple to, the Trustee. Proo'~ 6f JUNE 17, 1975 CITY OF SO. SAN FRAN.---5666 Bowne of San Francisco, Inc., 981-7852 77 Such notification, reqm~st, tender of indemnity and refusal or omission are hereby declared, in ewe'fy case, to be conditions prece- dent to the exercise by any holder of Bonds of any remedy here- under; it being uuderstood and intended that no om, or more holders of Bonds or coupons shall have any right in any manner whatever by his or their action to enforce any right under this indenture, except in the manner herein provided, and that all proceedings at law or in equity to enforce any provision of this Indenture shall be instituted, had and nmintained in the manner here. in provided and for the equal benefit of all holders of the outstanding Bonds and coupons (subject to the provisions of Section 6.02). S~:c~:~ox 7.22. Absolute Obli#ation of Corporatio~.. Nothing in Section 7.21 or in any other provision of this indenture or in the Bonds or in the coupons contained shall affect or impair the obli- gation of the Corporation, which is absolute and unconditional, to pay the I)rincipal of, premium, if any, and interest on the Bonds to the respective holders of the Bonds and coupons at their respective dates of maturity or upon call for redemption as herein provided and at the place in such Bonds and coupons expressed. S~:c~r~og 7.23. Waiver o[ Personal Lirtbility recourse shall be had for the payment of the principal of or interest on the Bonds or for any elahn based thru'eon or otherwise in respect thereof or based on or in respect of this Indenlure or any inden- ture supplemental hereto, against any incorporator, member, direc- tor or officer, as such, past, present or future, of the Corporation or of any predecessor or successor corporation, either directly or through the Corporation or otherwise, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty, or otherwise; it being' expressly understood that the Bonds and the coupons and all obligations of the Corpora- tion nnder this Indenture are solely corporate obligations and that all such personal liability of' such incorporators, members, directors and o~eers is hereby expressly waived and released as a c(mdition of, and as a consideration for, the execution (}f this Indenture and the issue of the Bonds. Proo'f o'f JUNE 17, 1975 CITY ()F SO. SAN FRAN.--5666 Bownc of San Francisco, Inc., 981-7882 78 ART [(ILl"2 V t 11 rl~ lIE r[~RUSTEE Su¢~moN 8.01. Dt~ti~:x, lmmt~dtics tt.~td Liabilities of Trttstc~.. The Trustee shall, prior to an event of default, and after the curing of all events of default which may have occurred, perform such duties and only such duties as are specifically set forth in this lnden- tm'o. The Trustee shall, during the existence o[' any event of default (which has not been cured), exercise such o[ the rig'hts and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action or its own negligent failure to act, except that--~ (a) pri(~r to such an event of default herem~der and after the curing' of all events of default which may have oecurred~ (1) the duties and obligations of the Trustee shall be determined solely by the express l)rovisions of this Inden- ture, the Trustee shall not be liable except for the per- formanee of such duties and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (2) in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and correctness o[' the opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Indenture; but in the case of any such certificate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Indenture; and (b) at all times, regardless of wl~ether m' not any event of default shall exist~ Proot o'f JUNE 17, 1975 CITY O17 SO. SAN FRAN.--5666 Bowne of San Francisco, .Inc., 981,788'9 79 (1) the Trustee shall not be liable for any error ,,f judgment made in good faith by a responsible otticer or officers of the Trustee unless it shall })e proved that the Trustee was negligent in ascertaining the pertinent facts; and (2) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the holders of not less than a majority in aggregate principal amount of the Bonds at the time outstanding relating to the time, method and place of conducting any proceeding for any remedy avail- able to the Trustee, or exercising any trust or power con- ferred upon the Trustee under this Indenture. None of the provisions contained in this Indenture shall require the Trustee to expend or risk its own fnnds or otherwise incnr individual financial liability in the performance of any of its duties or in the exercise of any of its rights or powers. S~cr~()s 8.02. Right of 7'rttstcc lo Rcl!l ,pou. Docr~l~nellt$, Etc. Except as otherwise provided in Section 8.01~ (a) the Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instrmuent, opinion, report, notice, request, consent, order, bond, coupon or other paper or document believed by it to be genuine and to have 1)een signed or presented by the proper party or parties; (b) any notice, reqnest, direction, election, order or demand of the Corporation mentioned herein shall be su~ciently evi- denced by an instrument signed in the name of the Corporation by its President or a Vice President and by its Secretary or an Assistant Secretary or its Treasurer (unless other evidence. in respect thereof be herein specifically pr~scri}~ed); and any resolution of the Board of Directors of the Corporation may be evidenced to the Trustee by a Certifi(~d Resolution; (c) the Trustee may consult with counsel (who nmy be counsel for the Corporation) and the opinion of such counsel shall be full and complete authorization a~d protection in respect of any action taken or suffered by it hereunder'in good fa[th and in accordance with the opinion of such counsel: and Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FBAN.--5666 Boxvne of San Francisco, Inc., 981-7882 8O (d) whenever in the administration of the trusts of this Indenture the Trustee shall deem it necessary or desirable that a matter t)e proved or established prior to taldug or suffering any action hereunder, such matter (unless other evidence in resI)ect thereof })e herein specifically preseri'bed) may, in the abseuee of neg'ligenee or bad faith on the part of the Trustee, be deemed to be conclusively 1)roved and established by a Cer- tificate of the Corporation; and such Certificate of the Col potation shall, in the absence of negligence or bad faith on the l)art of the Trustee, be full warrant to the Trustee for any action taken or suffered by it under the provisions of this Inden- ture nl)on the faith thereof. S~:c'rlo~ 8.03. Trustee Not Respon.sible for Recitals. Tile eitals contained herein and in the Bonds shall be taken as tile state- merits of the Corporation, and the Trustee assumes no responsibility for the correctness of the same. The Trustee nmkes no represen- tations as to the validity or sufficiency of thc Indentm'e or of the Bonds or coupons. The Trustee shall not be accountable for the use or application by the Corporation of auy of the Bonds authenti- cated or delivered hereunder or of the proceeds of such Bonds. S~c~rm~ 8.04. Right of Trustee to Acquire Bouds. Subject to the limitations of any applicable law, the Trustee and its officers and directors may acquire and hold, or become the pledgee of, Bonds and coupons and otherwise deal with the Corporation in the manner and to the same extent and with like effect as though it were not Trustee hereunder. S~:c:a'x()~- 8.05. Moneys Received by Trustee to tJc Hehl i9't. Trust. Subject to the provisions of Section 10.03, all moneys received by the Trustee shall, nntil used or applied as herein provided, be held in trust for the purposes fei' which they were received, hut need not be segregated from other funds except to the exteut required by law. Tile Trustee shall be under no liability fei' interest on any moneys received by it hereunder except such as it may agree with the Corporation to pay thereon. Proo~ o'f JU~£ 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxw~e of San Francisco, Inc., 981-7882 81 ~.:(n'm.~~ 8.06. The Corporation covenants to pay t(, the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exeeuti(m of the trusts hereby created and in thc exere, ise and performance of ~my of the powers and duties hereunder of the Trustee, which compensation shall not be limited by any provision of law in regard to the compensation of ~t trustee of an express trust, and the ('orporation will l)ay or reimburse the Trustee upon its request for all expenses, disburse- ments and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenttu'e (including the reason- able compensation and the expenses and disbursements of its coun- sel and of all l)ersons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence or bad faith. If any property, other than cash, shall al~ any time be held by the Trustee subject to this Indenture, or any supple- mental indenture, as security for the Bonds, the Trustee, if and to the extent authorized by a receivership, b~mkrtq)tey or other court of competent jurisdiction or by the instrument subjecting such property to the provisions of this Indenture as such seem'ity for the Bonds, shall be entitled to make advances for th{, purpose of preserving such property or of discharging tax liens or other prior liens or enemnbranees thereon. The Corporation also covenants indemnify the Trustee for, and to hold it harmless ~gainst, any loss, liability, expense or advance incurred or made without neg- ligence or bad ftdth on the I)art of th, Trustee, arising out of or in e(mneetion with the acceptance or administrati(m of this trust, including the costs and expenses of deft, haling itself against any claim of liability in the premises. The obligations of the (Jori)ora- tion under this Section to compensate the Trustoe fo~' services and to pay or reimburse the Trustee for expenses, disbn~'sements, lia- bilities and advances shall constitute additional indebtedness here- under. Such additional indebtedness shall have priority over the Bonds in respect of all property and funds held or collected by the Trustee as such, except funds held in trust by the Trustee for the benefit of the holders of particular Bonds or coupons. Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San ~'rancisco, Inc., 981-7882 82 S~.:CTXO~' 8.07. Q'ualification~~ o]' Tr'u.~'tee. There shall at all times be a trnstee herem~der which shall he a corporation organized and doing business under the laws of the United States of America or the State of California, attthorized under such laws to exercise corporate trust powers, having a place of business in the City and County of San Francisco, State of California, having a combined capital, exclusive of borrowed capital, and a surplus of at least ten million dollars ($10,000,000), and subject to supervision or exami- nation by federal or state authority, if such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above re- ferred to, then for the purposes of this Section the combined capital and surplns of such corporation stlall be deemed to be its combined capital and surplus as set forth in its most recent report of condi- tion so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the ~nanner and with the effect specified in Section 8.08. S~:ca?Ioh* 8.0S. Itesi#vatio~; and Removed o[ Trustee a-~td poi,ntme~t of S~tccessor Tr,ustee. (a) Thc Trustee may at any time resign hy giving written notice to thc Corporation and by giving to the Bondholders notice by publication of such resignation, which notice shall be published at least once in a financial newspaper or journal circulated in San Francisco, California. Upon receiving such notice of resignation, the Corporation shall promptly appoint a successor trustee by an instrument in writing executed by order of its Board of Directors. If no successor trustee shall have been so appointed and have accepted appointment within thirty days after the publication of such notice of resignation, thc resig~fing trustee may petition any court of conq)etent jurisdiction for the appoint- ment of a successor trustee, or an)' Bondholder who has been bona fide holder of a Bond for at least six months may, on behalf of' himself and others similarly situated, petition any such court for the appointment of a successor trustee. Such court may thereupon, Proo'f o*f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of Sari Francisco, Inc., 981,7882 83 after such notice, if any, as it ~nay deem proper and prescribe, ap- point a successor trustee. (b) In case at any time any of the following shall occur- (i) the Trustee shall cease to be eligible in ~tceordanee with the provisions of Section 8.07 and shall fail to resign after written request therefor by the Corporation or by any Bond- holder who has been a bona fide holder of a Bond for at least six months, or (2) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trus- tee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, the Corporation may remove the Trustee and appoint a successor trustee by an instrument in writing exe- cuted by order of its Board of Directors, or any snell Bondholder nmy, on behalf of hhnself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Truste~ and the appointment of a successor trustee. Such court ~nay there- upon, after such notice, if an)-, as it may deem proper and prescribe, rmnove the Trustee and appoint a successor trustee. (c) Tile holders of sixty per cent (6(1%) in aggregato principal amount of the Bonds at the time outstanding' may at an5' time remove the Trustee and appoint a successor trnstee by an instru- ment or concurrent instruments in writing signed by such Bond- holders. (d) Any resignation t,r removal of the Trustee and al~pointment of a successor trustee })ursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Ser'tion 8.09. SECTIOh' S.0.t}. Acceptance o.f Trztst by Successor Trustee. Any successor frustum at)pointed as provided in Section S.0S shall execute, acknowledge and deliver to the Corporation and to its predecessor trustee an instrnment accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, withodt any further Proot o'f JUHE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo~vne of San Francisco, Inc., 981-7882 84 act, deed or conveyance, shall become vested with all the rights, powers, trusts, duties and obligations of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein; but, nevertheless, on the Written Request of the Corporation or the request of the successor trustee, the trustee ceasing to act shall execute and deliver an instrmnent transferring to sneh sue- cessor trustee, upon the trusts herein expressed, all the rights, powers and trusts of the trustee so ceasing to act. Upon request of any such successor trustee, the Corporation shall execute any and all instruments in writing necessary or desirable for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and duties. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds held or eol- letted by such trustee to secure the amounts due it as compensation, reimbursement, expenses and indemnity afforded to it by Section 8.06. No successor trustee shall accept appointment as provided iu this Section unless at the time of such acceptance' such successor trustee shall be eligible under the provisions of Section 8.07. Upon acceptance of appointment by a successor trustee as pro- vided in this Section, the Corporation shall publish notice of the succession of such trustee to the trusts hereunder at least onec iu a financial newspaper or journal circulated in San Francisco, Cali- fornia. If the Corporation fails to publish such notice within ten days after acceptance of appointment by the successor truste, e, the successor trustee shall cause such 'notice to be published at the expense of the Corporation. S~.:ca'[oh- S.10. Merger or Co?~.s'olid,tio~. of T~'~t,'tce. Any cor- poration into which the Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Trustee shall be a party, or any cor- poration succeeding to the business of the Trustee, shall be thc successor of the Trustee hereunder without the execution or filing of any pal)er or any' further act on the part of any of the parties hereto, provided that such successor trustee shall be eligible under the provisions of Section 8.07. Proof' o'/ JUHE 17, 1975 CITY OF SO. SAN FRAN.~5666 Bowne o£ San Francisco, Inc., 981-788~ 85 S~.:c'riox 8.11. lteco'rds of T~'~stee. The Trustee shall retain all tinancial statements furnished to it by the (.'.orporation pursuant to Section 6.05, so long as any of the Bonds shall be outstanding. ARTICLE IX ~[OBIIqCA2'ION OF INDENTIrI~E Ssc~rmx 9.01. Modifica. tion 'witl~o'~t Co~ta'e~t of Eo~tdholdc~'s. The Corporation, when authorized by resolution of its Board of Directors, and the Trustee, from time to time and at any time, subject to the conditions and restrictions in this Indenture eon- rained, may enter into an indenture or indentures supplemental hereto, which indenture or indentures thereafter shall form a part hereof, for any one or more or all of the following purposes- (a) to add to the covenants and agreements of the Cor- poration in this Indenture contained, other covenants and agree- ments thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the Corporation, provided, that no such covenant, agreement or surrender shall adversely affect the interests of the holders of the Bonds; (b) to evidence the succession of another corporation to the Corporation, or successive successions, and the assumption by a successor corporation of the covenants and obligations of the Corporation in the Bonds and in this Indenture contained; (c) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defec- tive provision contained in this Indenture, or in regard to matters or questions arising under this Indenture, as the Cor- poration may deem necessary or desirable and not inconsist(mt with this Indeuture and which shall not adversely affect the interests of the holders of the Bonds; (d) to modify, amend or supptenmnt this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1.939 or any similar federal statute hereafter in eft'eet, and, if they so determine, to add to this Indenture or any inden- Proo'f o'! JUNE 17, 1975 CITY OF SO. SAN FRAN.--,5666 Bowne of San Francisco, Inc., 981,788'2 86 ture SUl)plemental hereto such other terms, conditions and pro- visions as may be permitted by said Trust Indenture Act of 1939 or similar federal statute, and which shall not adversely affect the interests of the holders of the Bonds; (e) to authorize the issuance of Additional Bonds pur- suant to and in compliance with the provisions of Section 3.04; or (f) to release from the lien of the trust estate a portion of tile real property then subject to the lien of this Indenture, upon the exercise of tile option to purchase set forth in see- tion 24 of the Facility Lease, when the Trustee shall have received payment of the option price so required to be paid pursuant to said section 24 and if the Trustee determines, based upon such certificates, if any, of engineers, appraisers, counsel or other consultants that the Trustee (in its sole discretion) may require, that such release will not materially impair the trust estate or the security hereby given or intended to be given fo,' the payment of the Bonds. Any supplenlental indenture attthorized by the provisions of this Section may be executed by the Corporation and the Trustee without the consent of the holders of any of the Bonds at the time outstanding, notwithstanding any of the provisions of Section 9.02, but the Trustee shall not be obligated to enter into any such sup- plemental indenture which affects tile Trustee's own rights, duties or immunities nnder this Indenture or otherMse. Sr:cTm~ 9.02. Modification with (Jo.~sent o]' Bondholders. With the consent (evidenced as provided in Section 11.07) of the holders of not less than sixty I)er cent (60¢) in aggregate principal amount of the Bonds at the time outstanding, the Corporation, when author- ized by a resolution of its Board of Directors, and the Trustee may from time to time and at any time enter into an indentm'e or inden- tures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture; provided, how- ever, that no such supplemental indenture shall (1) extend the fixed maturities of tile Bonds or reduce the rate of interest thereon or t~foo~ o'! ,IUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, lnc., 981-7882 87 extend the time of payment of interest, or reduce the amount of the principal thereof, or reduce any premium payable on the demption thereof, without the consent of the hohter of each Bond so affected, or (2) reduce the aforesaid percentage of holders of Bonds whose consent is required for the execution of any such supplemental indenture, or pernfit the creation of any lien on the trust estate prior to or on a parity with the lien of this Inden- ture (except as expressly permitted herein) or deprive the hoMers of the Bonds of the lien created by this lndentm.'e upon the trust estate, without the consent or' the holders of all of the Bonds then outstanding. Upon receipt by the Trustee of a Certified Resolution authorizing the execution of any such supplenmntal indenture, and upon the filing with the Trustee of evidence of the consent o[ Bond- holders, as aforesaid, the Trustee shall join with the (~orporation in the execution of such supplemental indenture nnless such supple- mental indenture affects the Trustee's own rights, duties or immmfi- ties under this Indenture or otherwise, in which ease the Trustee may in its discretion, but shall not be obligated to, enter into such SUl)ple- mental indenture. It shall not be necessary for the consent of the Bondholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be su~cient if such consent shall approve the substance thereof. Promptly after the execution by the Corporation and the Trustee of any supplemental indenture pm'suant to the provisions of this Section, the Corporation shall publish a notice, setth~g' forth in general terms the substance of such supplemental indenture, at least once in a financial newspaper or journal circulated in San Francisco, California. Any failure of the ('orporalion to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. Seca'mx 9.03. E/fect of S, tpplcme,tt~tl I.~*dc~tt,tre. Upon the execution of any supplemental indenture pursuant to thc, provisions of this Article this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, duties and obligations under this Indenture of the Corporation, the Proo'f o'f JUNE 17. 1975 CITY OF SO. SAN FRAN.~5666 Bmvne of San Fran.cisco, Inc., 981-7882 88 Trustee and all holders of outstanding Bonds shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and condi- tions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. Sr~CTXO~' 9.04. Opbdon, of Cou.scl .s to S,uppleme~.ted Inden- ture. Subject to the provisions of Section 8.01, the Trustee may receive an Opinion of Counsel as conclusive evidence that any sup- plemental indenture executed pm'suant to the provisions of this Article complies with the requirements of this Article. S~:c~o~ 9.05. Notation of Modifi'catio~t on Bo.ds; Preparation of New Bonds. Bonds authenticated and delivered after the exe- cution of any supplemental indenture pursuant to the provisions of this Article may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental indenture, and if such supplemental indenture shall so provide, new Bonds, so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Corporation, to any modification of this Inden- ture contained in any such supplemental indenture, may be pre- pared by the Corporation, authenticated by the Trustee and deliv- ered without cost to the holders of the Bonds then outstanding, upon surrender for cancellation of such Bo. ds with all unmatured coupons and all matured coupons not fully paid, in equal aggregate principal amounts. ARTICLE X I)EFEASAXC'E SzcTm~' 10.01. Disch.rge of I..de.lure. If the Corporation shall pay and discharge the entire indebtedness on all Bonds out- standing in any one or ~nore of the following ways-- (a) by well aud truly paying or causing to be paid the principal of (including redemption premium, if any) and inter- est on all Bonds outstanding, as and when the same become due and payable: Proo¥ o'f JUNE 11, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 89 (b) by depositing with tile Trustee, in trust, at m' before maturity, money in the necessary anlount to pay or redeem all Bonds outstanding; (e) by delivering to the Trustee, for cancellation by it, all Bonds outstanding, together with all unpaid coupons thereto belonging; and (d) by depositing with the Trustee, in trust, Federal Securi- ties in such amount as the Trustee shall determine will, together with the income or increment to accrue thereon, be fully suPfi- dent to pay and discharge the indebtedness on all Bonds at or before their respective maturity dates; and if the Corporation shall also pay or cause to be paid all other sums payable hereunder by the Corporation, then and in that ease this Indenture shall cease, determine, and become mill and void, and thereupon the Trustee shall, upon the Written Request of the C, orporation, and upon receipt by tile Trustee of a Certificate of the Corporation and an Opinion of Counsel, each stating that in the opinion of the signers all conditions precedent to the satisfaction and discharge of this Indenture have been complied with, includ- ing the requirements of Section 10.02, forthwith execute propel' instruments acknowledging satisfaction of and discharging this In- denture. The satisfaction and diseharg'e of this Indemure shall be without ])rejudicc to thc rights of the Trustee to charge and be reimhursed by tile Corporation for auy expemtitures which it may thereafter incur in connection herewith. The Corporation may at ally time surrcnder to the Trustee fei' cancellation by it auy Bonds previously authenticated and delivered. together with all unpaid coupons thereto belonging, which the Cor- poration may have acquired in any manner whatsoever, and such Bonds and coupons, upon snell surrender aud cancellation, shall be deemed to be paid and retired. S~:cTIo~ 10.02. Discl~aLqe o[ Li,bility o, Berets ,~td Upon the deposit with the Trustee, in trust, at or before maturity. of money or Pederal Seeuritics in the necessary amount to pay or redeem outstanding Bonds (whether upon or prior to their maturity Proo} o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Boxvne of San Francisco, Inc., 981,7882 90 or the redemption date of such Bonds), provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such x'edemption shall have been g'iven as in Article IV provided ox' pro- vision satisfactory to the Trustee shall have been made for the giv- ing of such notice, all liability of the Corporation in respect of such ]~;onds and the coupons appertaining thereto shall cease, determine and be completely discharged and the holders thereof shall there- after be entitled only to payment out of the money or Pederal Securi- ties deposited with the Trustee as aforesaid for their payment, sub- jeer, however, to the provisions of Section 10.03. S~c~rm~ 10.03. Payn~e~,t of Bonds a~d Coupon,s after Discharge of Indenture. Notwithstanding any provisions of this Indenture, any moneys deposited with the Trustee or any paying agent in trust for the payment of the principal of, or interest or premium on, any Bonds and remaining m~claimed for six years after thc principal of all the outstanding Bonds has become due and payable (whether at maturity or upon call for redemption or by declaration as provided in this _~ndenture) shall then be repaid to the Corporation upon its Written Request, and the holders of such Bonds and coupons shall thereafter 1lc entitled to look only to the Corporation fox' payment thereof, and all liability of the Trustee or any paying agent with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such mmmys to the Corporation as aforesaid, thc Trnstee or paying agent, as thc case may be, may (at the cost of the Corporation) first publish at least once in a finan- cial newspaper or journal circulated in San Francisco, California, a notice, in such form as may be deemed appropriate by the Trustee or such paying' agent, in respect of the ~Bonds or coupons so payable and not presented and in respect of the provisions x'elating to the rel~ayment to the Corporation of the moneys held for the payment thereof. In the event of the rei.)ayment of any such moneys to the Corporation as aforesaid, the holders of the Bonds and coupons in respect of which such moneys were deposited shall thereafter be deemed to be unsecured ereditors of the Corporation for amounts equivalent to the respective amounts deposited for the payment of such Bonds and coupons and so repaid to the (!orporation (without interest thereon). Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.~5666 bowne o~' San Francisco), Inc., 981-7882 91 ARTICLE Xi S~:c~t. xox 11.01. Succe,'sors of (?orpo,ratio~. All the covenants, stipulations, promises and ag'reements in this Indenture contained, by or on behalf of the Corporation, shall bind and inure to the benefit of its successors and assigns, whether so expressed or not. S~:c:t'~o~ 11.02. Limitation of Rights to Parties a?~d Bond- holders. Nothing in this Indenture or in the Bonds or coupons expressed or implied is intended or shall be construed to give to any person other than the Corporation, the Trustee and the holders of the Bonds and coupons issued hereunder, any legal or equitable right, remedy or claim under or in respect of this Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exehtsive benefit of the Corporation, the Trustee and the holders of the Bonds and coupons issued tmreunder. S~c:t'~ox 11.03. Wai'ver of Notice. Whenever in this Indenture the giving of notice by nmit or otherwise is required, the giving of such notice may be waived in writing hy the person entitled to receive such notice and in any such ease the giving 03' receipt of such notice shall not be a condition precedent to the validity of' any action taken in reliance upon such waiver. SECTION 11.04. Dcstrttction of Bo?~ds a,~td (!otipon~,'. Whenever in this Indenture provision is made for the cancellation by the Trus- tee and the delivery to the Corporation of any Bonds or any eoupous, the Trustee may, upon the Written tlequest of the Corporation, in lieu of such cancellation and delivery, destro)' such Bonds and coupons and deliver a certificate of such destruction to the Corpora- tion. S~:c'rto.x 11.05. Seccrability of l~cttlid Pro,,isio~s. In case any one or more of the provisions contained in this Indenture or in the Bonds or coupons shall for any reason l)e held to lm invalid, illegal or nnenforceable in any respect, such invalidity, illegality or Proo) o*f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo;vne of San Francisco, Inc., 981-7882 9g mmnforceability shall not affect any other provision of tiffs Inden- ture, but this Indenture shall be construed as if such invalid or illegal or mmnforceable provision had never been contained herein. Sr:c~'~oh' 11.0(;. Notice to (,~orporatio~z (tnd 'l'r,tt~'tee. Any notice to or denmnd upon the Trustee may be served or presented, and such demand may be made, at the principal office of the Trustee in San Francisco, California. Any notice to or demand upon the Cor- poration shall be deemed to have been sufficiently given or served for all lmrposes by being deposited, postage prepaid, in a post office letter })ox, addressed to the Corporation, in care of the Director of Finance, City of South San l?raneisco, City Hall, 400 Grand Avenue, South San Francisco, California 94080, or to the Corporation at such other address as ~nay be filed in writing by the Corporation with the Trustee. S~c~rxo.~~ 11.07. Evide~tcc of Rigltts (,f Bondholders. (a) Any reqnest, consent or other instrmnent required by this Indenture to be signed and executed by Bondholders may be in any number of concurrent writings of substantially similar tenor and may be signed or executed by sneh Bondholders in person or by agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument 07' of a writing appoint- lng any such agent, or of the holding by any person of Bonds trans- ferable by delivery, shall be sufficient fei' any purpose of this Inden- ture and shall be conclusive in favor of the Trustee and of the Corporation if made in the manner provided in this Section. (b) The fact and date of the execution by any person of any snch request, (.'.onsent or other instrument 07' writing may be proved by the affidavit of a witness of such execution or l)y tile certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof. (e) The amount of Bonds transferal)lc by delivery held by any person executing any such request, consent or other instrument or writing as a Bondholder, the distinguishing mm~bers of the Bonds JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bo;vne of San Francisco, Inc., 981-7882 9:] held by such person, and the date of his holding the same, may be proved by a certificate executed by any trust comlmny, bank, bankm' or other depositary (wherever situated), if such certificate shall deemed by the Trnstee to be satisfactory, showing thai at the date therein mentioned such person had on deposit with such depositary, or exhibited to it, the Bonds therein described; or such facts may be proved hy the certificate or at, davit of the person executing such request, consent or other instrument or writing as a Bondholder, if such certificate or affidavit shall be deemed by the Trustee to be satisfactory. The Trustee and the Corporation may conclusively as- sume that such ownership continues until written notice to the eon- trary is served upon the Trustee. The fact and the date of execution of any request, consent or other instrument and the amount and distingmishing numbers of Bonds held by the person so executing such request, consent or other instrument may also be proved in any other manner which the Trustee may deem sufficient. The Trus- tee may nevertheless, in its discretion, require further proof in cases where it may deem further proof desirable. The ownership of registered Bonds shall be proved by the reg- ister of such Bonds. Any request, consent or vote of the holder of any Bond shall bind every future holder of the same Bond and the holder of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Corpora- tion in pursuance of such request, consent or vote. (d) In determining whether the holders 0f the requisite aggre- gate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under this Indenture, Bonds which are owned by the Corporation, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Corporation or any other obligor on the Bonds, shall be disregarded and deemed not to be outstanding' for tl~e purpose of any such determination, provided, that, for the purpose of determining whether the Trustee shall be protected in relying on any such de- mand, request, direction, consent or waiver, only Bonds which lhe Proo) o'f JUNE 17, 1075 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 94 Trnstee knows to be so owned shall be ~{isregarded. Bonds so owned which have been pledged in good faith may be regarded as out- standing for the purposes of this subsection (d) it' the ph:dgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with thc Corporation or any other obligor on the Bonds. In case of a dispute as to sttctx right, any decision by the Trustee taken upon the advice of' counsel shall be full protection to the Trustee. S~CTm~ 11.08. Article and Sectio)t. Headings. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for conven- ience of' reference and shall not affect thc meaning, construction or effect of this ]'ndenture. All references herein to "Articles," "Sections" and other sub- divisions are to the corresponding Articles, Sections or subdivisions of this Indentnre; and the words "herein," "hereof," "hereunder" and other words of' similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof. S~x~'-rm~x 11.(}9. Executio~t. i~,. Several Counterparts. This In- denture may be executed in any number of counterparts and each of sueb counterl)arts shall for all purposes be deemed to be an original; and all sueb eonnterparts, or as many of ttlem as the Corporation and the Trustee shall preserve undestroyed, shall to- gether constitute but one and the same instrument. l~roo¥ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 95 I~' 'W~TxESS Wnmmor, City of South Sau Francisco Public Facil- ities Corporation has caused this Indenture to be signed in its corporate name hy its President and its corporate seal to be here- unto affixed and attested hy its Secretary, and Bank of America National Trust and Savings Association, in token of its acceptance of the trusts created hereunder, has caused this Indenture to be sigmed in its corporate name by one of its Trust Officers and its corporate seal to be hereunto affixed and attested by one of its Assistant Secretaries, all as of the (lay and year first above written. CITY OF SOUTH SAN FI~A~N'CISCO t)UBLIC ]~ACILIT[ES CORPORATIO~~ [Corporate Seal] Attest: By Preside~,t Secretary BA~*K OF AMERICA NATIONAL TRUST AND 8AVINGS .ASSOCIATIOX [Corporate Seal] Attest: By Tr.st O#icer Assistant Secretary Pr°o¥ o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981,7882 State of California Connty of San Marco--ss. On this ........ day of ...................... , in the year 1975, before me, ............................ , a Notary Public in and for the State of Califmmia, residing therein, duly commissioned and sworn, personally appeared ................................ , known to me to be the President, and .................. .................. , known to me to be the Secretary, respectively, of (~,x~'¥ ov Som:~ S.~ Fm,~xc~sco P~m.~c ~',xcm~z~:s Com'onax'~o~, one of the corporations flint executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said corporation therein named, and acknowledged to me tha~; such corporation executed the within instrmnent pursuant to its by-laws or a resolution of its board of directors. I~- W~:Tx"t~ss W~t~:m,:ov, I have hereunto snbseribed my name and affixed my official seal at my office in the County of San Marco on the day and year in this certificate first above written. [Notarial Seal] Notary Public i~, and for the State of California My commission expires' . ............................. Proo'f o'f JUNE 17, 1975 CITY OF SO. SAN FRAN.--5666 Bowne of San Francisco, Inc., 981-7882 97 State of California City and County of San Francisco--ss. On this ........day of ........................ in the year 1975, before rne, .......................................................... , a Notary Public in and for the State of California, residing' therein, duly commissioned and sworn, personally appeared ........................................................... known to me to be a Trust Officer, and ............................................................ , known to me to be an Assistant Secretary, respectively, of B.ax~ o~' A.~l:smc.,~ N,tT~OX,XL T~usT ,xxi~ S~v~'¢s Assoc~xTtO~-, one of the corporations that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said cor- poration therein named, and acknowledged to me that such corpora- tion executed the within instrument l)ursuant to its by-laws or a rosolution of its board of directors. Ix W~c~-~:ss 5Vm;m.x~', I have hereunto subscribed my name and affixed my official seal at my office in the City and County of San Francisco on the (la), and )'ear in lhis certificate first above written. [Notarial Seal] Notr~r:q P~tblic i~, .~d for the Store of Calii"or'~ia My commission expires: ................................