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HomeMy WebLinkAboutReso RDA 25-19816441B JHHW:PNL:ea 11/11/81 - :ea 12/14/81 THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY RESOLUTION NO. 25 Resolution of The South San Francisco Redevelopment Agency Authorizing the Issuance of $12,000,000 Principal Amount of The South San Francisco Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes Adopted December 16, 1981 Table of Contents ARTICLE I AUTHORIZATION OF BONDS; DEFINITIONS Pa e Section 1.01. Authorization ...................... 2 Section 1.02. Definitions ....................... 2 ARTICLE II THE BONDS Section 2.01. Authorization ...................... 8 Section 2.02. Terms of Bonds ...................... 8 Section 2.03. Redemption ........................ 9 Section 2.04. Form of Bonds ...................... 11 Section 2.05. Execution of Bonds ................. 20 Section 2.06. Transfer of Coupon B~n~s~ ................ 20 Section 2.07. Transfer of Fully Registered Bonds ............ 20 Section 2.08. Exchange of Bonds .................... 21 Section 2.09. Bond Register ....................... 21 Section 2.10. Temporary Bonds ..............._. 21 Section 2.11. Bond Mutilated, LoSt, DeStroYed or'S~oie~ ........ 22 ARTICLE III ISSUE OF BONDS: ADDITIONAL BONDS Section 3.01. Issuance of Bonds .................... 23 Section 3.02. Application of Proceeds of Sale of Bonds ......... 23 Section 3.03. Reserve Account .................... 23 Section 3.04. Redevelopment Fund~ . . . 23 l'S; i ;f'B; ........ Section 3.05. Issuance of Addition r es n s .......... 24 Section 3.06. Validity of Bonds .................... 25 ARTICLE IV THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS Section 4.01. Pledge of Tax Revenues .................. 26 Section 4.02. Special Fund ....................... 26 Section 4.03. Establishment and Maintenance of Accounts for Revenues; Use and Withdrawal of Revenues ......... 26 ARTICLE V OTHER COVENANTS OF THE AGENCY Page Section 5.01. Punctual Payment ..................... 30 Section 5.02. Accumulation of Coupons ......... · ........ 30 Section 5.03. Against Encumbrances ................... 30 Section 5.04. Management and Operations of Properties ......... 30 Section 5.05. Payment of Claims. .......... 30 Section 5.06. Books and Accounts; ~i~anciai ~t~t~m~n~ ........ 30 Section 5.07. Protection of Security and Rights of Bondholders ..... 31 Section 5.08. Payments of Taxes and Other Charges ........... 31 Section 5.09. Completion of Projects .................. 31 Section 5.10. Taxation of Leased Property ...... 31 Section 5.11. Amendment of Redevelopment Plans'a~d'Dis~oJi~i~n'of Property .................. 32 Section 5.12. Single Sum'pJymeAts in LieJ of Taxes~ .......... 33 Section 5.13. Tax Revenues ....................... 33 Section 5.14. Eminent Domain ................ .... 33 Section 5.15. Further Assurances] ................... 33 ARTICLE VI THE FISCAL AGENT AND THE PAYING AGENTS Section 6.01. Appointment of Fiscal Agent ............... 34 Section 6.02. Appointment of Paying Agents ............... 34 Section 6.03. Liability of Agents ................... 35 Section 6.04. Notice to Agents ................... 35 Section 6.05. Deposit and Investment of Moneys in ~und~ ........ 35 ARTICLE VII MODIFICATION OR AMENDMENT OF THE RESOLUTION Section 7.01. Amendments Permitted ................... 37 Section 7.02. Bondholders' Meeting ......... 38 Section 7.03. Procedure for Amendmen~ ~i~h Wri~ten'C~n~eAt'o~ Bondholders ....................... 38 Section 7.04. Disqualified Bonds ................... 39 Section 7.05. Effect of Supplemental'ResolUtion ............ 39 Section 7.06. Endorsement or Replacement of Bonds Issued After Amendments ..................... 39 Section 7.07. Amendatory Endor~eme~t'of Bonds ............. 39 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS Section 8.01. Events of Default and Acceleration of Maturities ..... 40 Section 8.02. Application of Funds Upon Acceleration .......... 41 ii Page Section 8.03. Other Remedies of Bondholders .............. 42 Section 8.04. Non-waiver ........... --- - --.... --. 42 Section 8.05. Actions by Fiscal Agent as'AttOrneY-in-Fact ....... 42 Section 8.06. Remedies Not Exclusive .................. 43 ARTICLE IX MI SCELLANEOUS Section 9.01. Benefits of Resolution Limited to Parties ........ 44 Section 9.02. Successor is Deemed Included in All References to Predecessor .................. 44 Section 9.03. Discharge of R~s~l~tio~ ........... . . 44 Section 9.04. Execution of Documents and Proof o~ Owne~s~i~ by Bondholders ....................... 45 Section 9.05. Waiver of Personal Liability' .............. 46 Section 9.06. Publication for Successive Weeks ............. 46 Section 9.07. Destruction of Cancelled Bonds .............. 46 Section 9.08. Notices and Demands on Agency .............. 46 Section 9.09. Partial Invalidity ............... 46 Section 9.10. Effective Date of Re~oiu~i~n~ .............. 47 Secretary' s Cert ifi cate ........................ 48 iii RESOLUTION NO. 25 RESOLUTION OF THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF $12,000,000 PRINCIPAL AMOUNT OF THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY GATEWAY REDEVELOPMENT PROJECT lg82 TAX ALLOCATION BONDS AND NOTES WHEREAS, The South San Francisco Redevelopment Agency is a redevelopment agency, a public body, corporate and politic, duly created, established and authorized to transact business and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, including the power to issue bonds for any of its corporate purposes; WHEREAS, a redevelopment plan for the Gateway Redevelopment Project, in the City of South San Francisco, California, has been adopted in compliance with all requirements of law; and WHEREAS, The South San Francisco Redevelopment Agency has determined to issue bonds to aid in the financing of such Project as in this Resolution provided; NOW, THEREFORE, BE IT RESOLVED by The South San Francisco Redevelopment Agency, as follows: ARTICLE I AUTHORIZATION OF BONDS; DEFINITIONS Section 1.01. Authorization. The Agency has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Agency is now duly empowered, pursuant to each and every requirement of law, to issue the Bonds in the manner and form provided in this Resolution. Section 1.02. Definitions. Unless the context otherwise requires, the terms defined in this Section 1.02 shall, for all purposes of this Resolution, of any resolution supplemental hereto, and of any certificate, opinion or other document herein mentioned, have the meanings herein specified. Agency "Agency" means The South San Francisco Redevelopment Agency, a public body, corporate and politic, established under the Law. Annual Debt Service, Average Annual Debt Service "Annual Debt Service" means, for each Fiscal Year, the sum of (1) the interest payable on the outstanding Bonds in such Fiscal Year, assuming~that the outstanding Serial Bonds are retired as scheduled and that the outstanding Term Bonds are redeemed from minimum sinking account payments as scheduled, (2) the principal amount of the outstanding Serial Bonds payable by their terms in such Fiscal Year, and (3) the principal amount of the outstanding Term Bonds scheduled to be paid or called and redeemed from minimum sinking account payments in such Fiscal Year, excluding the redemption premiums, if any, thereon. "Average Annual Debt Service" means the average Annual Debt Service during the period from the date of the Bonds through the final maturity date of any outstanding Bonds. Articles, Sections All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this II II Resolution, and the words "herein, "hereof, "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. Bonds, Additional Bonds, Serial Bonds, Term Bonds "Bonds" means The South San Francisco Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes, and, to the extent required by any Supplemental Resolution, any Additional Bonds authorized by, and at any time outstanding pursuant to, this Resolution or any Supplemental Resolution. "Additional Bonds" means Bonds of the Agency issued in accordance with Section 3.06. "Serial Bonds" means Bonds for which no minimum sinking account payments are provided. "Term Bonds" means Bonds which are payable on or before their specified maturity dates from minimum sinking account payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. "Chairman "Chairman" means the chairman of the Agency appointed pursuant to Section 33113 of the Health and Safety Code of the State of California, or other duly appointed officer of the Agency authorized by the Agency by resolution or By-law to perform the functions of the chairman ~n the event of the chairman's absence or disqualification. Federal Securities "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest, including United States Treasury (book entry) certificates, notes and bonds, state and local government series; obligations issued by banks for cooperatives, federal land banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board, the Tennessee Valley Authority, or obligations, participations, or other instruments of or issued by, or fully guaranteed as to principal and interest by, the Federal National Mortgage Association; or participation certificates evidencing beneficial interests in obligations, or in the right to receive interest and principal collections therefrom, which obligations have been subjected by one or more government agencies to a trust or trusts for which any executive department, agency or instrumentality of the United States (or the head thereof) has been named to act as trustee, all as and to the extent that such securities are eligible for the legal investment of Agency funds. Financial Newspaper "Financial Newspaper" means The Wall Street Journal or The Daily Bond Buyer or any other newspaper or journal printed in the English language pu--~STfshing financial news, circulated in Los Angeles, California, and in the same or similar newspaper or journal of general circulation in New York, New York, and selected by the Fiscal Agent, whose decision shall be final and conclusive. 3 Fiscal Agent "Fiscal Agent" means the Fiscal Agent appointed by the Agency and acting as an independent trustee with the duties and powers herein provided, its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in Section 6.01. Fiscal Year "Fiscal Year" means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both inclusive, or any other twelve-month period hereafter selected and designated by the Agency as its official fiscal year period. Holder, Bondholder "Holder" or "Bondholder" means any person who shall be the bearer of any outstanding coupon Bond or Note and, unless the context otherwise requires, includes the registered owner of any outstanding fully registered Bond. Independent Certified Public Accountant "Independent Certified Public Accountant" means any accountant or firm of such accountants duly licensed or registered or entitled to practice and practicing as such under the laws of the State of California, appointed by the Agency, and who, or each of whom: ~ (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. Independent Financial Consultant "Independent Financial Consultant" means any financial consultant or firm of such consultants appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer of employee of the Agency, but who may be regularly retained to make reports to the Agency. 4 Independent Real Estate Consultant "Independent Real Estate Consultant" means any real estate consultant or firm of such consUltants appointed by the Agency, and who, or each of whom: (1) is in fact independent and not under domination of the Agency; (2) does not have any substantial interest, direct or indirect, with the Agency; and (3) is not connected with the Agency as an officer or employee of the Agency, but who may be regularly retained to make reports to the Agency. Law "Law" means the Community Redevelopment Law of the State of California, constituting Part i of Division 24 of the Health and Safety Code of the State of California, and the acts amendatory thereof and supplemental thereto. Net Bond Proceeds "Net Bond Proceeds" means the aggregate amount of proceeds received by the Agency upon the sale of the Bonds (excluding accrued interest thereon), less all expenses of the Agency incurred in connection with the authorization, issuance and sale of the Bonds (including without limitation legal and consultant fees, rating agency fees, Initial Trustee fees and charges, costs of reproducing and binding documents and printing and advertising expenses). Outstanding "Outstanding," when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 7.04) all Bonds except: '(1)' Bonds theretofore cancelled by the Fiscal Agent or any Paying Agent or surendered to the Fiscal Agent for cancellation; (2) Bonds paid or deemed to have been paid within the meaning of Section 9.03; and (3) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by the Agency pursuant to the Resolution or any Supplemental Resolution. Paying Agents "Paying Agents" means the agents appointed by the Fiscal Agent pursuant to Section 6.02, the successors and assigns of each of them, and any other corporations or associations which may at any time be substituted in the place of any of them, as provided pursuant to Section 6.02. Projects, Redevelopment Projects "Projects" or "Redevelopment Projects" means, collectively, the undertaking of the Agency pursuant to the Redevelopment Plan and the Law for the redevelopment of the Project Area. Project Area "Project Area" means, collectively, the project area described in the Redevelopment P1 an. Redevelopment P1 an "Redevelopment Plan" means, collectively, (1) the Redevelopment Plan for the Gateway Redevelopment Project, approved by Ordinance No. 867-81, enacted by the City Council of the City of South San Francisco on June 17, 1981, together with any amendments thereof duly authorized pursuant to the Law. Report "Report" means a document in writing signed by an Independent Financial Consultant or an Independent Real Estate Consultant and including: (1) a statement that the person or firm making or giving such Report has read the pertinent provisions of this Resolution to which such Report relates; ~ (2) a brief statement as to the nature and scope of the examination or investigation upon which the Report is based; (3) a statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the · subject matter referred to in the Report. Resolution "Resolution" means this Resolution, adopted by the Agency under the Law, as originally adopted or as it may be amended or supplemented by any Supplemental Resolution adopted pursuant to the provisions hereof. San Mateo County Assessor "San Mateo County Assessor" means the person who holds the office designated San Mateo County Assessor from time to time, or one of his duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. 6 San Mateo County Auditor-Controller "San Mateo County Auditor-Controller" means the person who holds the office designated San Mateo County Auditor-Controller from time to time, or one of his duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. Supplemental Resolution "Supplemental Resolution" or "supplemental resolution" means any resolution then in full force and effect which has been duly adopted by the Agency under the Law, or any act supplementary thereto or amendatory thereof, at a meeting of the Agency duly convened and held, at which a quorum was present and acted thereon, amendatory of or supplemental to this Resolution.; but only if and to the extent that such Supplemental Resolution is specifically authorized hereunder. Tax Revenues "Tax Revenues" means all taxes annually allocated to the Agency, and paid into the Special Fund of the Agency pursuant to Article 6 of Chapter 6 (commencing with Section 33670) of the Law and Section 16 of Article XVI of the Constitution of the State of California, and as provided in the Redevelopment Plan, including all payments and reimbursements, if any, to the Agency specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations. Written Request of the Agency "Written Request of the Agency" means an instrument in writing signed by the Chairman or by any other officer of the Agency duly authorized by the Agency for that purpose and by the Secretary, with the seal of the Agency affixe,d. Section 1.03. Equal Security. In consideration of the acceptance of the Bonds by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Agency and the holders from time to time of the Bonds and Additional Bonds and interest coupons appertaining thereto, and the covenants and agreements herein set forth to be performed on behalf of the Agency shall be for the equal and proportionate benefit, security and protection of all holders of the Bonds and Additional Bonds and interest coupons without preference, priority or distinction as to security or otherwise of any of the Bonds and Additional Bonds or interest coupons over any of the others by reason of the number or date thereof or the time of sale, execution and delivery thereof, or otherwise for any cause whatsoever, except as expressly provided therein or herein. ARTICLE II THE BONDS Section 2.01. Authorization. Bonds in the aggregate principal amount of Twelve Million Dollars ($12,000,000) are hereby authorized to be issued by the Agency under and subject to the terms of this Resolution and the Constitution and laws of the State of California. This Resolution constitutes a continuing agreement with the holders of all of the Bonds issued or to be issued hereunder and then outstanding to secure the full and final payment of principal and premiums, if any, and the interest on all Bonds which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions an'd conditions herein contained. The Bonds shall be designated "The South San Francisco. Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes." The Bonds may be issued in such series as from time to time shall be established and authorized by the Agency, subject to the provisions and conditions herein contained. Section 2.02. Terms of Bonds. The Bonds shall be dated March 1, 1982. The Bonds may .be issued as coupon Bonds in the denomination of $5,000 or as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof, so long as no registered bond shall have principal maturing in more than one year. The fully registered Bonds, the coupon Bonds and the interest coupons appertaining thereto shall be substantially in the forms hereinafter set forth. The Bonds shall mature and become payable on December i in each yea~, as follows: Principal Year Amount 1985 $ -0- 1986 300,000 1987 350,000 1988 400,000 1989 450,000 1990 500,000 1991 550,000 1992 600,000 1993 650,000 1994 700,000 2003 (Maturity) 7'500,000 The Bonds shall bear interest at the rates designated by the Agency at the time of the sale of the Bonds, but not to exceed twelve percent (12%) per annum, payable on December 1, 1982, and thereafter semiannually on June i and December 1 in each year. Both the principal of and interest on the Bonds shall be payable in lawful money of the United States of America at the principal office of the Fiscal Agent in San Francisco, California, or, in the case of coupon Bonds, at the option of the holder also at the principal office of the Fiscal Agent. The coupon Bonds shall be numbered i to 2400, inclusive, and shall bear interest from March 1, 1982. The interest coupons attached to the coupon Bonds shall be numbered in consecutive numerical order, and each such coupon shall represent six months' interest on the Bond to which it is attached, except for the first coupon which will be for nine (9) months. Payment of interest on the coupon Bonds due on or before maturity of such Bonds shall be made only upon presentation and surrender of the coupons representing such interest as the same respectively fall due. The fully registered Bonds shall bear interest from the interest payment date next preceding the date of registration thereof unless such date of registration is an interest payment date, in which event they shall bear interest from such date, or unless such date of registration is prior to the first interest payment date, in which event they shall bear interest from March 1, 1982; provided, however, that if, at the time of registration of any fully registered Bond, interest is in default on such Bond, such fully registered Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on such Bond. Payment of the interest on any fully registered Bond shall be made to the person whose name appers on the Bond registration books of the Fiscal Agent 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 may have filed with the Fiscal Agent for that purpose. Section 2.03. Redemption. Bonds maturing on or before December 1, 1994, shall not be subject to redemption before their stated maturity. Bonds maturing by their terms on December 1, 2003, are subject to redemption in part by lot prior to their maturity date, upon published notice as hereinafter provided, at the option of the Agency, on any June i or December i on or after December 1, 1994, from any available source of funds, at a redemption price equal to the principal am, ount thereof plus a premium equal to one-quarter of one percent of said principal amount for each year or fraction of a year from the redemption date to the maturity date of the Bonds; provided, however, that in no'event shall such premium exceed two percent (2%) of the principal amount. Any Additional Bonds issued pursuant to Section 3.06 of this Resolution may be made subject to redemption prior to maturity, as a whole or in part, at such time or times, and upon payment of the principal amount thereof and accrued interest thereon plus such premium or premiums, if any, as may be determined by the Agency in the Supplemental Resolution providing for the issuance thereof. Such Supplemental Resolution shall provide that in the event that some but less than all of the Bonds and of said Additional Bonds outstanding issued pursuant to Section 3.06 of this Resolution are to be redeemed at any one time, such Additional Bonds redeemed shall be in the proportion that the principal amount of outstanding Additional Bonds bears to the total principal amount of all the then outstanding Bonds and Additional Bonds. The Fiscal Agent shall cause notice of any redemption to be published once not less than thirty nor more than sixty days prior to the date fixed for redemption in a Financial Newspaper. Such notice shall state the redemption date and the redemption price and, if less than all of the then outstanding Bonds are to be called for redemption, shall designate the numbers of the Bonds to be redeemed by giving the individual number of each Bond or by stating that all Bonds between two stated numbers, both inclusive, or by stating that all of the Bonds of one or more maturities have been called for redemption, and shall require that such Bonds be then surrendered with all interest coupons maturing on or subsequent to the redemption date, at the option of the respective Holders thereof, at the office of the Fiscal Agent or at the office of any Paying Agent, for redemption at the said redemption price, giving notice also that further interest on such Bonds will not accrue after the redemption date. A similar notice shall be mailed by the Fiscal Agent to the respective registered owners of any Bonds designated for redemption, at least thirty but not more than sixty days prior to the redemption date, at their addresses appearing on the Bond registration books in the office of the Fiscal Agent; but such mailing shall not be a condition precedent to such redemption and failure to mail or to receive any such notice shall not affect the validity of the proceedings for the redemption of such Bonds. If the numbers of Bonds to be redeemed include the numbers of coupon Bonds reserved against a fully registered Bond of a denomination larger than $5,000 (in the event only a portion of any such fully registered Bond is~then called for redemption), then upon surrender of such fully registered Bond redeemed in part only, the Agency shall execute and the Fiscal Agent shall deliver to the registered owner, at the expense of the Agency, a new Bond or Bonds, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Bond or Bonds with all unmatured coupons appertaining thereto or a fully registered Bond or Bonds without coupons. After the date fixed for redemption, if notice of such redemption shall have been duly published and funds available for the payment of the principal of and interest (and premium, if any) on the Bonds so called for redemption shall have been duly provided, such Bonds so called shall cease to be entitled to any benefit under this Resolution other than the right to receive payment of the redemption price, and no interest shall accrue thereon on or after the redemption date specified in such notice. Whenever any Bonds are to be selected for redemption by lot, the Fiscal Agent shall determine, in any manner deemed by it to be fair, the numbers of the Bonds to be redeemed, and shall notify the Agency thereof. The Fiscal Agent shall determine, in sufficient time to give the notices required by this Section, what sums will be available on the next interest payment date in accordance with this Resolution, and shall cause notice to be given in accordance with such determination. Any notice of redemption may be 10 cancelled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Bonds then called for redemption. All Bonds redeemed pursuant to this Section and the appurtenant coupons, if any, and all Bonds purchased by the Fiscal Agent pursuant to Section 4.03 and the appurtenant coupons, if any, shall be cancel led and shall be surrendered to the Agency. Section 2.04. Form of Bonds. The coupon Bonds, the interest coupons to be attached thereto, the fully registered Bonds, the form of Fiscal Agent's certificate of authentication and registration, corresponding coupon Bond endorsement, and assignment to appear thereon, shall be substantially in the following forms, respectively, with necessary or appropriate variations, omissions and insertions, as permitted or required by this Resolution: (FORM OF COUPON BOND) No. $5,000 UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN MATEO THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY GATEWAY REDEVELOPMENT PROJECT 1982 TAX ALLOCATION BOND THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California (the "Agency"), for value received, hereby promises to pay to the bearer hereof the principal sum of FIVE THOUSAND DOLLARS ($5,000) on December 1, (subject to any right of prior redemption hereinafter expressly reserve-~, together with interest on such principal sum from the date hereof until payment of such principal sum in full, at the rate of percen.t (. %) per annum, payable on December 1, 1982, and thereafter semiannualllon June i and December I in each year, but only, in the case of interest due on or before maturity, upon presentation and surrender, and according to the tenor, of the respective interest coupons hereto attached as they severally mature. Both the principal of and interest on this Bond are payable in lawful money of the United States of America at the principal office of (the "Fiscal Agent") in San Francisco, California, or at the principal office of , the Paying Agent of the Agency in New York, New York, or at the principal office of , the Paying Agent of the Agency in , , at the option of the holder. This Bond is one of a duly authorized issue of The South San Francisco Redevelopment Agency Gateway Redevelopment Projects 1982 Tax Allocation Bonds and Notes (the "Bonds"), limited in aggregate principal amount to Twelve Million Dollars ($12,000,000), and consists or may consist of varying denominations, numbers, maturities, interest rates, redemption and other provisions, all issued and to be issued pursuant to the Constitution and the laws of the State of California, including the Community Redevelopment Law (being Part i of Division 24 of the Health and Safety Code of the State of California) and the acts amendatory thereof and supplemental thereto, and pursuant to a resolution (the "Resolution") adopted by the Agency on December 16, 1981. All of the Bonds are equally and ratably secured in accordance with the terms and conditions of the Resolution, to which reference is hereby made for a specific description of the security therein provided and of the nature, extent and manner of enforcement of such security, and a statement of the rights of the bearers and registered owners of the Bonds, to all of the provisions of which the bearer of this Bond, by acceptance of this Bond, consents and agrees. The Bonds are issued by the Agency to aid in financing the redevelopment of the Gateway Redevelopment Project, a duly designated redevelopment project area, in South San Francisco, California, and are special obligations of the Agency, secured by a first and exclusive pledge of the Tax Revenues (as such term is defined in the Resolution), all as more particularly set forth in the Resolution. The Agency hereby covenants and warrants that, for the payment of this Bond together with all other Bonds issued under the Resolution and interest thereon when due, there has been created and will be maintained in said office of the Fiscal Agent, in San Francisco, California, a special fund (the "Special Fund") into which all the Tax Revenues shall be deposited to pay the principal of the Bonds when due, and to pay interest on the Bonds when~due, and as a superior and irrevocable charge the Agency has allocated the Tax Revenues to the payment of the Bonds (and any Additional Bonds authorized by the Resolution) and will pay promptly when due the principal of and interest on this Bond and all other Bonds of this issue out of the Special Fund, all in accordance with the terms hereof and the provisions set forth in the Resolution. Additional Bonds payable from the Tax Revenues may be issued on a parity with the Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Resolution. Bonds maturing on or before December 1, 1994, are not subject to redemption before their stated maturity. Bonds maturing on or after December 1, 2003, are subject to redemption in part by lot prior to their maturity date, upon published notice as hereinafter provided, at the option of the Agency, on any June i or December 1 on or after December 1, 1994, from any available source of funds as provided in the Resolution, at a redemption price equal to the principal amount thereof plus a premium equal to one-quarter of one percent of said principal amount for each year or fraction of a year from the redemption date to the maturity date of the Bonds; provided, however, that in no event shall such premium exceed two percent (2%) of the principal amount. The Bonds are issuable as coupon Bonds in the denomination of $5,000 and as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof, so long as no registered Bond shall have principal maturing in more than one year. Subject to the limitations and conditions and 12 upon payment of the charges, if any, as provided in the Resolution, fully registered Bonds may be exchanged for a like aggregate principal amount of coupon Bonds or for a like aggregate principal amount of fully registered Bonds of other authorized denominations, and coupon Bonds may be exchanged for a like aggregate principal amount of fully registered Bonds of authorized denomi nations. This Bond and the coupons appertaining hereto are negotiable amd transferable by delivery, and the Agency, the Fiscal Agent and any Paying Agent may treat the bearer hereof, or the bearer of any coupon appertaining hereto, as the absolute owner hereof or of such coupon, as the case may be, for all purposes, whether or not this Bond or such coupon shall be overdue, and the Agency, the Fiscal Agent and any Paying Agent shall not be affecteci by any notice to the contrary. The rights and obligations of the Agency and of the Holders registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Resolution, but no such modification or amendment may (1) extend the maturity hereof or reduce the interest rate hereon, or otherwise alter or impair the obligation of the Agency to pay the principal hereof, or interest hereon, or any 'premium payable on the redemption hereof, at the time and place and at the rate provided herein, without the express consent of the holder of this Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien herein and in the Resolution created for the benefit of the Bonds, or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, or (3) modify any of the rights or obligations of the Fiscal Agent or of any Paying Agent without its written consent thereto; all as more fully set forth in the Resolution. This Bond is not a debt of the City of South San Francisco, the State of California, or any of its political subdivisions, and neither said City, said State,. nor any of its politicial subdivisions is liable hereon, nor in any event shall this Bond be payable out of any funds or properties other than those of the Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the acts, conditions and things required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, The South San Francisco Redevelopment Agency has caused this Bond to be executed in its name and on its behalf by its Chairman and its Secretary, and the seal of the Agency to be reproduced hereon, and 13 coupons for said interest, bearing the facsimile signature of its Secretary, to be attached hereto, and this Bond to be dated March 1, 1982. THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY By Chairman By Secretary (S E A L) (FORM OF INTEREST COUPON) Coupon No. THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY on , (subject to any right of prior redemption reserved in the Bonds herein mentioned) will pay (but only out of the Tax Revenues referred to in said Bond) to Bearer, at the option of ~he holder, at the principal office of the Fiscal Agent, , in San Francisco, California, or at the principal office of , Paying Agent of the Agency in New York, New York, or at the principal office of , Paying Agent of the Agency in , , upon surrender hereof, the sum set forth herein in lawful money of the United States of America, being interest then due on The South San Francisco $ Redevelopment Agency Gateway Redevelopment Project 1982 Tax Allocation Bonds and Notes, dated March 1, 1982. No. Secretary of The South San Francisco Redevelopment Agency 14 (FORM OF FULLY REGISTERED BOND) No. R $ UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN MATEO THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY GATEWAY REDEVELOPMENT PROJECT 1982 TAX ALLOCATION BOND AND NOTE THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY, a public body, corporate and politic, duly organized and existing under and by virtue of the laws of the State of California (the "Agency"), for value received hereby promises to pay to or registered assigns, the principal sum of Dollars ($ ) on December 1, (subject to any right of prior redemption hereinafter expressly reserved),-~-6~ to pay interest thereon from the interest payment date next preceding the date of registration of this Bond (unless ttliS Bond is registered on an interest payment date, in which event it shall bear interest from such date, or unless this Bond is registered prior to to June 1, 1982, in which event it shall bear interest from March 1, 1982) until payment of such principal sum in full at the rate of percent ( %) per annum, payable on December 1, 1982, and thereafter '"~emiannually on June 1 and December i in each year. Both principal of and interest on this Bond are payable in lawful money of the United States of America at the principal office of (the "Fiscal Agent") in San Francisco, California. This Bond is one of a duly authorized issue of The South San Francisco Redevelopment Agency Gateway Redevelopment Projects 1982 Tax Allocation Bonds and Notes (the "Bonds"), limited in aggregate principal amount of Dollars ($ ) and consists or may consist of varying denominations, numbers, maturities, interest rates, redemption and other provisions, all issued and to be issued pursuant to the Constitution and laws of the State of California, including the Community Redevelopment Law (being Part i of Division 24 of the Health and Safety Code of the State of California) and the acts amendatory thereof and supplemental thereto, and pursuant to a resolution (the "Resolution") adopted by the Agency on December 16, 1981. All of the Bonds are equally and ratably secured in accordance with the terms and conditions of the Resolution, to which reference is hereby made for a specific description of the security therein provided and of the nature, extent and manner of enforcement of such s'ecurity, and a statement of the rights of the bearers and registered owners of the Bonds, to all of the provisions of which the registered owner of this Bond, by acceptance of this Bond, consents and agrees. The Bonds are issued by the Agency to aid in financing the redevelopment of the Gateway Redevelopment Project, a duly designated redevelopment project 15 area, in South San Francisco, California, and are special obligations of the Agency, secured by a first and exclusive pledge of the Tax Revenues (as such term is defined in the Resolution), all as more particularly set forth in the Resolution. The Agency hereby covenants and warrants that, for the payment of this Bond together with all other Bonds issued under the Resolution and interest thereon when due, there has been created and will be maintained in said office of the Fiscal Agent, in San Francisco, California, a special fund (the "Special Fund") into which all the Tax Revenues shall be deposited to pay the principal of the Bonds when due, and to pay interest on the Bonds when due, and as a superior and irrevocable charge the Agency has allocated the Tax Revenues to the payment of the Bonds (and any Additional Bonds authorized by the Resolution) and will pay promptly when .due the principal of and interest on this Bond and all other Bonds of this issue out of the Special Fund, all in accordance with the terms hereof and the provisions set forth in the Resolution. Additional Bonds payable from the Tax Revenues may be issued on a parity with the Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Resolution. Bonds maturing on or before December 1, 1994, are not subject to redemption before their stated maturity. Bonds maturing on December 1, 2003, are subject to redemption in part by lot prior to their maturity date, upon published notice as hereinafter provided, at the option of the Agency, on any June 1 or December 1 on or after December 1, 1994, from any available source of funds as provided in the Resolution, at a redemption price equal to the principal amount thereof plus a premium equal to one-quarter of one percent of said principal amount for each year or fraction of a year from the redemption date to the maturity date of the Bonds; provided, however, that in no event shall such premium exceed two percent (2%) of the principal amount. The Bonds are issuable as coupon Bonds in the denomination of $5,000 and as fully registered Bonds without coupons in denominations of $5,000 and any integral multiple thereof, so long as no registered Bond shall have principal maturing in more than one year. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Resolution, fully registered Bonds may be exchanged for a like aggregate principal amount of coupon Bonds or for a like aggregate principal amount of fully registered Bonds of other authorized denominations, and coupon Bonds may be exchanged for a like aggregate principal amount of fully registered Bonds of authorized denominations. This Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Fiscal Agent, but only in the manner, subject to the limitations and upon payment of the charges provided in the Resolution, 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. 16 The Agency and the Fiscal Agent may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Agency and the Fiscal Agent shall not be' affected by any notice to the contrary. The rights and obligations of the Agency and of the Holders and registered owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Resolution, but no such modification or amendment may (1) extend the maturity hereof or reduce the interest rate hereon, or otherwise alter or impair the obligation of the Agency to pay the principal hereof, or interest hereon, or any premium payable on the redemption hereof, at the time and place and at the rate and in the currency provided herein, without the express consent of the holder of this Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues (hereinbefore referred to) superior to or on a parity with the pledge and lien herein and in the Resolution created for the benefit of the Bonds, or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, or (3) modify any of the rights or obligations of the Fiscal Agent without its written consent thereto; all as more fully set forth in the Resolution. This Bond is not a debt of the City of South San Francisco, the State of California, or any of its political subdivisions, and neither said City, said State, nor any of its political subdivisions is liable hereon, nor in any event this Bond be payable out of any funds or properties other than those of the Agency. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. It is hereby certified that all of the acts, conditions or things required to exist, to have happened and to have been performed precedent to and in the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law. This Bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been signed by the Fiscal Agent. IN WITNESS WHEREOF, The South San Francisco Redevelopment Agency has caused this Bond to be executed in its name and on its behalf by its Chairman 17 and its Secretary, and the seal of the Agency to be reproduced hereon, and this Bond to be dated , . THE SOUTH SAN FRANCISCO REDEVELOPMENT AGENCY By Chairman (S E A L) By Secretary 18 (FORM OF FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION TO APPEAR ON REGISTERED BONDS) This is one of the Bonds described in the within-mentioned Resolution and authenticated and registered this ~day of , . as Fiscal Agent By Authorized Officer (FORM OF CORRESPONDING COUPON BOND ENDORSEMENT) Notice: No writing below except by the Fiscal Agent This Registered Bond is issUed in lieu of or in exchange for Coupon Bond(s) of this issue, interest rate and maturity, numbered in the denominaton of $5,000 each not contemporaneously outstanding aggregating the face value hereof; and Coupon Bond(s) of this issue and of the same interest rate and maturity aggregating the face value.hereof and bearing the above number(s) which has (have) been reserved for such Coupon Bond(s) will be issued in exchange for this Registered Bond upon surrender and cancellation thereof and upon payment of charges, all as provided in the within-mentioned Resolution. (FORM OF ASSIGNMENT) ~or 'value received the undersigned do(es) hereby sell, assign and transfer unto the within Registered Bond and hereby irrevocably constitute and appoint attorney, to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises. 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, without alteration or enlargement or any change whatsoever. 19 Section 2.05. Execution of Bonds. The Bonds shall be executed on .... behalf of the Agency by the signature of its Chairman and the signature of its Secretary who are in office on the date of adoption of this Resolution or at any time thereafter, and the seal of the Agency shall be impressed, imprinted or reproduced by facsimile signature thereon. Either of such signatures may be affixed by facsimile thereof, provided that one of such signatures shall be manually signed on each Bond. The interest coupons attached to the Bonds shall bear the facsimile signature of said Secretary. If any officer whose signature appears on any Bond or coupon ceases to be such officer before delivery of the Bonds to the purchaser, such signature, either on the Bonds or the coupons, or on both, shall nevertheless be as effective as if the officer had remained in office until the delivery of the Bonds to the purchaser. Any Bond or coupon may be signed and attested on behalf of the Agency by such persons as at the actual date of the execution of such Bond or coupon shall be the proper officers of the Agency although on the date of such Bond or coupon any such person shall not have been such officer of the Agency. 0nly such of the fully registered Bonds as shall bear thereon a certificate of authentication and registration in the form hereinbefore recited, executed and dated by the Fiscal Agent, shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution, and such certificate of the Fiscal Agent shall be conclusive evidence that the Bonds so registered have been duly authenticated, registered and delivered hereunder and are entitled to the benefits of this Resolution. Section 2.06. Transfer of Coupon Bonds. All coupon Bonds shall be negotiable and transferable by delivery. The Agency, the Fiscal Agent 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 Bond or coupon for the purpose of receiving payment thereof and for all other purposes whatsoever, and the Agency, the Fiscal Agent and any Paying Agent shall not be affected by any notice to the contrary. Section 2.07. Transfer of Fully Registered Bonds. Any fully registered Bond without coupons may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.09, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such fully registered Bond for cancellation, accompanied by delivery of a written instrument of transfer in a form approved by the Fiscal Agent, duly executed. Whenever any Bond shall be issued pursuant to this Resolution as a fully registered Bond without coupons, there shall be reserved by the Fiscal Agent unissued an aggregate principal amount of coupon Bonds, of the same maturity and of the denomination of $5,000, equal to the principal amount of such registered Bond, and in such case the nun~aer or numbers of the coupon Bond or Bonds so reserved, together with an appropriate statement as to such reservation, shall be endorsed on such registered Bond. 20 Whenever any fully registered Bond or Bonds without coupons shall be surrendered for transfer, the Agency shall execute and the Fiscal Agent shall deliver a new fully registered Bond or Bonds, for like ag§re§ate principal amount, which shall have endorsed thereon the same coupon Bond number or numbers, if any, so reserved. No transfers of fully registered Bonds shall be required to be made during the 15 days next preceding each interest payment date. Section 2.08. Exchange of Bonds. Fully registered Bonds without coupons may be exchanged at the principal office of the Fiscal Agent in San Francisco, California, for a like aggregate principal amount of coupon Bonds (or for a like aggregate principal amount of fully registered Bonds of other authorized denominations) of the same maturity, and coupon Bonds may be exchanged at said office of the Fiscal Agent for a like aggregate principal amount of fully registered Bonds of authorized denominations of the same maturity. All coupon Bonds surrendered for exchange and delivered in exchange shall have attached thereto all unmatured coupons appertaining thereto (together with any matured coupons in default appertaining thereto). The Fiscal Agent shall preserve coupon 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 hereinabove provided, after detaching all matured interest coupons appertaining thereto. The Agency may charge a sum not exceeding its reasonable costs for each new Bond issued upon any exchange (except in the case of any exchange of temporary Bonds for definitive Bonds and except in the case of the first exchange of any definitive Bond in the form in which it is originally issued) and the Fiscal Agent shall require the payment by the Bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. No exchanges of fully registered Bonds for coupon Bonds or coupon Bonds for fully registered Bonds shall be required to be made during the 15 days next p.receding each interest payment date. Section 2.09. Bond Register. The Fiscal Agent will keep or cause to be kept, at its principal office in San Francisco, California, sufficient books for the registration and transfer of the Bonds, which shall at all times be open to inspection by the Agency; and, upon presentation for such purpose, the Fiscal Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, Bonds as hereinbefore provided. Section 2.10. Temporary Bonds. The Bonds may be initially issued in temporary form exchangeable for definitive Bonds when ready for delivery. The temporary Bonds may be printed, l ithographed or typewritten, shall be of such denominations as may be determined by the Agency, shall be without coupons and may contain such reference to any of the provisions of this Resolution as may be appropriate. Every temporary Bond shall be executed by the Agency upon the same conditions and in substantially the same manner as the definitive Bonds. 21 If the Agency 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 principal office of the Fiscal Agent in San Francisco, California, and the Fiscal Agent shall deliver in exchange for such temporary Bonds an equal aggregate principal amount of definitive coupon Bonds or definitive fully registered Bonds of authorized denominations. Until so exchanged, the temporary Bonds shall be entitled to the same benefits pursuant to this Resolution as definitive Bonds authenticated and delivered hereunder. Section 2.11. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond shall become mutilated the Agency, at the expense of the owner of said Bond, shall execute, and the Fiscal Agent shall thereupon deliver, a new Bond of like tenor and number (having attached appropriate coupons corresponding to those, if any, attached to the mutilated Bond) in exchange and substitution for the Bond so mutilated, but only upon surrender to the Fiscal Agent of the Bond so mutilated together with any unpaid coupons thereto appertaining. Every mutilated Bond so surrendered to the Fiscal Agent shall be cancelled by it and delivered to, or upon the order of, the Agency. If any Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Agency and the Fiscal Agent and, if such evidence be satsifactory to both and indemnity satisfactory to them shall be given, the Agency, at the expense of the owner, shall execute, and the Fiscal Agent shall thereupon deliver, a new Bond of like tenor and number (having attached appropriate coupons corresponding to those, if any, annexed to the lost, destroyed or stolen Bond) in lieu of and in substitution for the Bond so .lost, destroyed or stolen. The Agency may require payment of a sum not exceeding the actual cost of preparing each new Bond issued under this Section and of the expenses which may be incurred by the Agency and the Fiscal Agent in the premises. Any Bond 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 the part of the Agency 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 Resolution with all other Bonds and coupons issued pursuant to this Resolution. 22 ARTICLE III ISSUE OF BONDS; ADDITIONAJ_ BONDS Section 3.01. Issuance of Bonds. At any time after the adoption of this Resolution the Agency may sell and deliver Bonds in the aggregate principal amount of Twelve Million ($12,000,000). Section 3.02. Application of Proceeds of Sale of Bonds. Upon the receipt of payment for any of the Bonds when the same shall have been sold by the Agency, the proceeds thereof shall be paid to the Fiscal Agent which shall forthwith set aside, pay over and deposit such proceeds as follows: (1) The Fiscal Agent shall set aside in the Interest Account established pursuant to Section 4.03(1) an amount, including any accrued interest or premium received upon the sale of the Bonds, sufficient to pay interest on the Bonds coming due December 1, 1982, as set forth in a Written Request of the Agency delivered to the Fiscal Agent on the date of issuance of the Bonds. (2) The Fiscal Agent shall set aside in the Reserve Account established pursuant to Section 3.03 a sum equal.to Average Annual Debt Service on the Bonds. (3) The Fiscal Agent shall transfer the remainder of such proceeds to the Treasurer of the Agency who shall deposit said sum in the Revelopment Fund established by the Agency pursuant to Section 3.05. Section 3.03. Reserve Account. There is hereby created within the Special Fund established pursuant to Section 4.02 a fund to be known as the "Gateway Redevelopment Project Reserve Account" (the "Reserve Account"), which the Agency covenants and agrees to cause to be maintained and which shall be held in trust by the Fiscal Agent. An amount equal to Average Annual Debt Service on all outstanding Bonds shall be maintained in the Reserve Account, and any deficiency therein shall be replenished from the first available moneys in the Special Fund established pursuant to Section 4.02. The amount required to be maintained in the Reserve Account may be increased by any Supplemental Resolution establishing an additional series of Bonds pursuant to Section 3.06. Section 3.04. Redevelopment Fund. There is hereby created a fund to be known as the "Gateway Redevelopment Project Redevelopment Fund" (the "Redevelopment Fund"), which the Agency hereby covenants and agrees to cause to be maintained and which shall be held in trust by the Treasurer of the Agency. The moneys in the Redevelopment Fund shall be used in the manner provided by law solely for the purpose of aiding in financing the Project. The Agency shall pay moneys from the Redevelopment Fund upon receipt of warrants drawn thereon and signed by at least one duly authorized officer or member of the Agency. The Agency warrants that no withdrawal shall be made 23 from the Redevelopment Fund for any purpose not authorized by law. All or any -- moneys in excess of that amount required to complete the Project may also be transferred from the Redevelopment Fund to the Special Fund. Section 3.05. Issuance of Additional Series of Bonds. In addition to the Bonds, the Agency may, by Supplemental Resolution, establish one or more additional series of Bonds to finance the Project in such principal amount as shall be determined by the Agency. The Agency may deliver Additional Bonds of the series so established subject to the following specific conditions which are hereby made conditions precedent to the delivery of any such additional series of Bonds issued under this Section: (1) The Agency shall be in compliance with all covenants set forth in this Resolution. (2) The taxes eligible for allocation (pursuant to the Law and the Constitution of the State of California and from which Tax Revenues are derived) as shown on the equalized assessment roll next preceding the issuance of such additional series, of Bonds, as reported by the San Mateo County Auditor-Controller, shall be equal to at least one and twenty-five hundredths (1.25) times the Average Annual Debt Service on all series of Bonds and Additional Bonds then outstanding and on the additional series of Bonds (except refunding bonds issued to refund Bonds or Additional Bonds) proposed to be issued. At the option of the Agency, there may be added to such taxes the estimated amount of additional taxes ~-- eligible for allocation, based on the tax rates in effect on the date on which the estimate is made, from the estimated assessed valuations of improvements the construction of which has commenced and will be completed within twenty-four months following the date of issuance of said additional series of Bonds, or have been completed but which are not yet on the tax rolls, including any increase in assessed valuation of the land underlying such improvements, as such estimates are shown in an opinion of the San Mateo County Assessor or Auditor-Controller, or the Report of an Independent Real Estate Consultant or Independent Fi nancial Consultant. (3) The Agency shall have received from an Independent Certified Public Accountant a certificate stating that the requirements of subsection (2) of this Section 3.06 have been complied with, or a certificate of the San Mateo County Auditor-Controller setting forth such taxes. (4) The Supplemental Resolution providing for the issuance of such additional series of Bonds under this Section shall provide that: (i) Interest on said additional series of Bonds shall be payable on June i and December 1 in each year of the term of each such additional series of Bonds except the first year, which may be payable at the end of said year; 24 (ii) The principal of each such additional series of Bonds shall be " payable on December I in any year in which principal is payable; (iii) Money shall be deposited in the Reserve Account from the proceeds of the sale of said additional series of Bonds to increase the amount on deposit in the Reserve Account to an amount equal to the Average Annual Debt Service on the Bonds and such additional series of Bonds; and (iv) The proceeds of such additional series of Bonds shall be applied solely for (i) the purpose of aiding in financing the Project, including payment of~ all costs incidenl~al to or connected with such financing and/or (ii) the purpose of refunding any Bonds, including payment of all costs incidental to or connected with such refunding. (5) The Agency shall have received all required approvals or rulings from any governmental authority having jurisdiction over such series of Bonds or their terms, including, without limitation, compliance with all requirements of the Department 'of the Treasury of the United States. Section 3.06. Validity of Bonds. The validity of the authorization and issuance of the Bonds shall not be dependent upon the completion of the Project or upon the performance by any person of his obligation with respect to the Project. 25 ARTICLE IV THE TAX REVENUES; SPECIAL FUND AND ACCOUNTS Section 4.01. Pledge of Tax Revenues. The Bonds shall be secured by a first pledge (which pledge shall be effected in the manner and to the extent hereinafter provided) of all of the Tax Revenues and a pledge of all of the moneys in the Interest Account, the Principal Account, the Sinking Account and the Reserve Account. The Tax Revenues are hereby allocated in their entirety to the payment of the principal of and interest on the Bonds and, until the payment in full thereof, the Tax Revenues shall be applied solely to the payment of such principal and interest and to transfer to the Reserve Account for the purposes outlined in Section 3.03; except that out of the Tax Revenues may be apportioned such amounts for such other purposes as are expressly permitted by Section 4.03. The pledge and allocation of Tax Revenues is for the exclusive benefit of the Bonds and shall be irrevocable until all of the Bonds and all of their appurtenant coupons have been paid and retired or provision made therefor. The Agency will not issue any obligation or security superior to or on a parity with the Bonds authorized pursuant to Section 2.01, howsoever denominated, payable in whole or in part from the Tax Revenues which are hereby pledged to the payment of the principal of and interest on the Bonds (other than Additional Bonds or refunding bonds issued solely for the purpose of refunding all of the then outstanding Bonds and Additional Bonds), until all of the Bonds and all of their appurtenent coupons have been paid and retired or provision made therefor. Section 4.02. Special Fund. There is hereby created a special fU~d to be known as the "Special Fund", which the Agency hereby covenants and agrees to cause to be maintained and which shall be held in trust by the Fiscal Agent. The Agency shall pay or cause to be paid to the Fiscal Agent all of the Tax Revenues and the Agency covenants that it will, so far as permitted by law, authorize and direct, and does hereby authorize and direct, the payment of such Tax Revenues when collected for the account of the respective taxing agencies or by the official who collected such Tax Revenues on behalf thereof. All Tax Revenues at any time paid into the Special Fund shall be held by the Fiscal Agent in trust for the benefit of the Holders and registered owners from time to time of the Bonds and of the coupons appertaining thereto, and shall be disbursed, allocated and applied solely for the uses and purposes hereinafter in this Article IV set forth. So long as any of the Bonds are Outstanding, the Agency shall not have any beneficial right or interest in the Tax Revenues, except only as in this Resolution provided, and such moneys shall be used and applied by the Fiscal Agent as hereinafter set forth in this Article IV. Section 4.03. Establishment and Maintenance of Accounts for Revenues; Use and Withdrawal of Revenues. All Tax Revenues in the Special Fund shall .be set aside by the Fiscal Agent in the following respective special accounts (each of which is hereby created within the Special Fund and each of which the Agency covenants and agrees to cause to be maintained) or in the Reserve 26 Account (established pursuant to Section 3.03) in the following order of priority: (1) Interest Account, (2) Principal Account, (3) Reserve Account, (4) Sinking Account (5) Surplus. All Tax Revenues in each of said accounts shall be held in trust by the Fiscal Agent and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this Section 4.03. (1) Interest Account. On or before the last day of each May and November, beginning November 30, 1982, and so long as the Bonds remain Outstanding, the Fiscal Agent shall set aside from the Special Fund, in the Interest Account an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on the next succeeding interest payment date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding interest payment date upon all of the Bonds issued hereunder and then Outstanding. All moneys in the Interest Account shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying the interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to this Resolution). '(2) Principal Account. On or before November 30 (commencing November 30, 1986), the Fiscal Agent shall set aside from the Special Fund in the Principal Account an amount which, when added to the amount contained in the Principal Account on that date, will be equal to the principal next becoming due and payable on the Outstanding Serial Bonds. No deposit need be made into the Principal Account if the amount contained therein is at least equal to the principal to become due on the next succeeding December i upon all of the Serial Bonds issued hereunder and then Outstanding. All moneys in the Principal Account shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying the principal on the Serial Bonds as it shall become due and payable. (3) Reserve Account. On or before November 30 of each year, beginning on November 30, 1982, the Fiscal Agent shall set aside from the Special Fund and deposit in the Reserve Account an amount of money 27 that shall be required to maintain in the Reserve Account the full amount of the Average Annual Debt Service or such larger amount as shall be required to be maintained in the Reserve Account by any Supplemental Resolution. No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to at least the amount required by this paragraph to be on deposit therein. All money in the Reserve Account shall be used anti withdrawn by the Fiscal Agent solely for the purpose of replenishing the Interest Account, the Principal Account or the Sinking Account, in such order, in the event of any deficiency at any time in any of such accounts, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money of the Agency is lawfully available therefor, or for the retirement of all the Bonds then Outstanding, except that so long as the Agency is not in default hereunder, any amount in the Reserve Account in excess of the amount required by this paragraph to be on deposit therein may be withdrawn from the Reserve Account and deposited in the Special Fund. (4) Sinking Account. On or before November 30 of each year, beginning on November 30, 1995, the Fiscal Agent shall, but only to the extent of available Tax Revenues, set aside from the Special Fund and deposit in the Sinking Account an amount which, when added to the amount contained in the Sinking Account on that date, will be equal to the aggregate amount of the minimum sinking account payments required to be on deposit therein in such year, as set forth in the following table: Year Ending Minimum Sinking on December i Account Payment 1995 $ 750,000 1996 750,000 1997 800,000 1998 800,000 1999 800,000 2000 800,000 2001 900,000 2002 900,000 2003 (Maturity) 1,000,000 In the event that available Tax Revenues shall in any year be insufficient to make the minimum sinking account payment then required, such deficiency shall be made up from the first available Tax Revenues in succeeding years, and the failure to make such payment in full shall not be deemed an event of default within the meaning of Section 8.01. 28 In addition to the foregoing minimum sinking account payments, the .... Fiscal Agent shall set aside from the Special Fund and deposit in the Sinking Account on or before Noven~er 30 of each year, beginning on November 30, 1982, all remaining amounts of Tax Revenues not permitted to be treated as surplus as provided herein. All money in the Sinking Account on April i and October 1 of any year, beginning on October 1, 1994, shall be used and withdrawn by the Fiscal Agent on the next succeeding interest payment date for the redemption prior to maturity or payment at maturity of Bonds maturing on December 1, 2003, and the Agency hereby covenants and agrees with the Holders of the Bonds to call and redeem Bonds maturing on December 1, 2003, from the Sinking Account pursuant to this paragraph and pursuant to Section 2.03 hereof whenever, on April i or October i of any year, beginning on October 1, 1994, there is money in the Sinking Account available for such purpose as provided in this paragraph. Such amounts may also be used and withdrawn by the Fiscal Agent, upon the Written Request of the Agency, for the purchase of Bonds at public or private sale as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as it may in its discretion determine, but not to exceed the principal amount of such Bonds plus the redemption premium applicable on the next ensuing redemption date. All Bonds purchased pursuant to this section and the appurtenant coupons, if any, shall be cancelled. (5) Surplus. On or after July 1, but in no event later than July 31, of each Fiscal Year, the Fiscal Agent shall determine the amount of taxes eligible for allocation (pursuant to the Law and the Constitution of the State of California and from which Tax Revenues are derived) as shown on the equalized assessment roll next · preceding such date as reported by the San Mateo County Auditor-Controller, and shall deduct from such amount (1) the amount estimated to be required next for deposit into the Reserve Account to maintain therein the amount required by this Resolution and any Supplemental Resolution, and (2) one hundred twenty-five percent (125%) of the amounts estimated to be required for deposit into the Interest Account, the Principal Account and (for the purpose of making any required minimum sinking account payments) the Sinking Account on the next May 31 and November 30; and the Fiscal Agent shall promptly notify the Agency of the amount so determined. The Agency may, within 30 days following receipt of such notification, direct that all or any portion of such amount be paid to the Agency for any lawful purpose of the Agency; provided that the Agency may direct the Fiscal Agent to pay all or any portion of such amount to the San Mateo County Auditor-Controller for payment into the funds of the taxing agencies levying ad valorem property taxes upon property within the Project Area. 29 ARTICLE V OTHER COVENANTS OF THE AGENCY Section 5.01. Punctual Payment. The Agency will punctually pay or cause to be paid the principal and interest to become due in respect of all the Bonds, in strict conformity with the terms of the Bonds and of this Resolution, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Resolution and all Supplemental Resolutions and of the Bonds. Nothing herein contained shall prevent the Agency from making advances of its own moneys howsoever derived to any of the uses or purposes referred to herein. Section 5.02. Extension of Bonds and Coupons. The Agency will not, directly or indirectly, extend or consent to the extention of the time for the payment of any Bond or any coupon appertaining to or claim for interest on any of the Bonds and will not, directly or indirectly, be a party to approve any such arrangement by purchasing or funding the Bonds, coupons or claims for interest or in any other manner. In case the maturity of any such Bond, coupon or claim for interest shall be extended or funded, whether or not with the consent of the Agency, such Bond, coupon or claim for interest so extended or funded shall not be entitled, in case of default hereunder, to the benefits of this Resolution, except subject to the prior payment 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. Section 5.03. Against Encumbrances. The Agency will not encumber, pledge or place any charge or lien upon any of the Tax Revenues superior to or on a parity with the pledge and lien herein created for the benefit of the Bonds, except as permitted by this Resolution. Section 5.04. Management and Operations of Properties. The Agency will manage and operate all properties owned by the Agency and comprising any part of the Project in a sound and businesslike manner, and will keep such properties' insured at all times in conformity with sound business practice. Section 5.05. Payment of Claims. The Agency will pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Tax Revenues or any part thereof, or upon any funds in the hands of the Fiscal Agent or any Paying Agent, or which might impair the security of the Bonds. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in §ood faith shall contest the validity of said claims. Section 5.06. Books and Accounts; Financial Statement. The Agency will keep, or cause to be kept, proper books of record and acounts, separate from all other records and accounts of the Agency and the City of South San Francisco, in which complete and correct entries shall be made of all transactions relating to the Project and to the Tax Revenues. Such books of 3O record and accounts shall at all times during business hours be subject to the inspection of the Holders of not less than ten percent (10%) of the principal amount of the Bonds then Outstanding, or their representatives authorized in writing. The Agency will cause to be prepared and filed with the Fiscal Agent annually, within one hundred and twenty (120) days after the close of that Fiscal Year so long as any of the Bonds are Outstanding, complete financial statements with respect to that Fiscal Year showing the Tax RevenUes, all disbursements from the Tax Revenues and the financial condition of the Project, including the balances in all funds and accounts relating to the Project, as of the end of such Fiscal Year, which statement shall be accompanied by a certificate or opinion in writing of an Independent Certified Public Accountant. The Agency will furnish a copy of such statements to any Bondholder upon request. Section 5.07. Protection of Security and Rights of Bondholders. The Agency will preserve and protect the security of the Bonds and the rights of the Bondholders, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds by the Agency, the Bonds and coupons appertaining thereto 'shall be incontestable by the Agency. Section 5.08. Payments of Taxes and Other Charges. Subject to the provisions of Section 5.11 hereof, the Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Agency or the properties then owned by the Agency in the Project Area, or upon the Revenues therefrom, when the same shall become due. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said taxes, assessments or charges. The Agency will duly observe and conform with all valid requirements of any governmental authority relative to the Project or any part thereof. Section 5.09. Completion of Project. The Agency will commence, and will continue to completion, with all practicable dispatch, the Project, and the Project will be accomplished and completed in a sound and economical manner and in conformity with the Redevelopment Plan and the Law. Section 5.10. Taxation of Leased Property. Whenever any property in either of the Project Area has been redeveloped and thereafter is leased by the Agency to any person or persons (other than the City of South San Francisco or the County of San Mateo) or whenever the Agency leases real property in the Project Area to any person or persons for redevelopment, the property shall be assessed and taxed in the same manner as privately owned property (in accordance with Section 33673 of the Health and Safety Code of the State of California), and the lease or contract shall provide (1) that the lessee shall pay taxes upon the assessed value of the entire property and not merely upon the assessed value of his or its leasehold interest, and (2) that if for any reason the taxes paid by the lessee on such property in any year 31 during the term of the lease or contract shall be less than the taxes which would have been payable upon the assessed value of the entire property if the property were assessed and taxed in the same manner as privately owned property, the lessee shall pay such difference to the Fiscal Agent within thirty days after the taxes for such year become payable to the taxing agencies and in any event prior to the delinquency date of such taxes established by law. All such payments to the Fiscal Agent shall be treated as Tax Revenues and shall be deposited by the Fiscal Agent in the Special Fund. Section 5.11. Amendment of Redevelopment Plan and Disposition of Property. (1) The Agency will not authorize the disposition of any land or real property in the Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property planned for such ownership or use by the Redevelopment Plan in effect on the date of this Resolution) so that such disposition shall, when taken together with other such dispositions, aggregate more than ten percent (10%) of the land area in the Project Area unless the Redevelopment Plan is amended with the approval of the Fiscal Agent as hereinafter provided in this Section 5.11. If the Agency proposes to make such a disposition, it shall propose an amendment to such Redevelopment Plan which expressly provides for the disposition of such real property with such an effect and shall apply to the Fiscal Agent for approval of said proposed amendment. The Agency shall thereupon appoint a reputable Independent Financial Consultant and direct said consultant to report on the effect of said proposed disposition. If the Report of the Independent Financial Consultant concludes that the security of the Bonds or the rights of the Bondholders will not be materially impaire~d by said proposed disposition, and that taxes allocated to the Agency will not be significantly diminished by the proposed disposition, the Fiscal Agent shall approve the proposed amendment and the Agency may thereafter adopt the amendment (pursuant to all applicable provisions of the Law) and make the disposition. If said Report concludes that taxes allocated to the Agency will be significantly diminished or that such security will be materially impaired by said proposed disposition, the Fiscal Agent shall either disapprove said proposed amendment, or, in its discretion and as a condition precedent to its approval of said proposed amendment, declare that the requirements set forth in subsection (2) of this Section 5.11 must be required by the amendment to be imposed on any new owner or owners who acquire real property pursuant to dispositions authorized by said amendment. The Agency shall have the sole and exclusive authority to appoint said consultant. Neither the Fiscal Agent nor said consultant shall be liable in connection with the performance of their duties hereunder, except for their own negligence or willful misconduct. (2) If the Fiscal Agent is not required to approve said proposed disposition pursuant to subsection (1) of this Section 5.11, the Fiscal Agent may nevertheless approve said proposed disposition, provided that, as a condition precedent to said approval, the Agency shall be required not to dispose of any property in the Project Area to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property planned for such ownership or use by the 32 Redevelopment Plan in effect on the date of adoption of this Resolution), without imposing the following requirements on such new owner or owners: (a) Such new owner or owners shall pay to the Fiscal Agent, so long as any of the Bonds are Outstanding, an amount equal to the amount that would have been received by the Fiscal Agent as taxes allocated to the Agency if the property were assessed and taxed in the same manner as privately owned non-exempt property; and (b) Such payment shall be made to the Fiscal Agent within thirty (30) days after taxes for each year would become payable to the taxing agencies for non-exempt property and in any event prior to the delinquency date of such taxes established by law. All such payments in lieu of taxes to the Fiscal Agent shall be treated as Tax Revenues and shall be deposited by the Fiscal Agent in the Special Fund. Section 5.12. Single Sum Payments in Lieu of Taxes. As an alterative to payment to the Fiscal Agent pursuant to subsection (2)(b) of Section 5.11, the new owner or owners of property becoming exempt from taxation provided for in Section 5.11 may elect to make payment to the Fiscal Agent in a single sum equal to the amount estimated by the Fiscal Agent to be receivable by the Agency from taxes on said property from the date of said payment to the maturity date of the Bonds, less a reasonable discount value. All such single sum payments in lieu of taxes shall be treated as Tax Revenues and shall be deposited by the Fiscal Agent in the Special Fund. Section 5.13. Tax Revenues. The Agency shall comply with all requirements of the Law to insure the allocation and payment to it of the Tax Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of San Mateo County, and shall forward information copies of each such filing to the Fiscal Agent. 'Section 5.14. Eminent Domain. The net proceeds received by the Agency from any eminent domain proceeding shall be deposited by the Agency in the Special Fund; provided that the net proceeds received by the Agency from the taking of any property in the Project Area the redevelopment of which was financed by the Agency through the issuance of lease revenue bonds shall be deposited, used and applied in the manner provided by the resolution authorizing the issuance of such lease revenue bonds. Section 5.15. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Resolution, and for the better assuring and confirming unto the Holders of the Bonds of the rights and benefits provided in this Resolution. 33 ARTICLE VI THE FISCAL AGENT AND THE PAYING AGENTS Section 6.01. Appointment of Fiscal Agent. at its principal office in San Francisco, California, is hereby appointed Fiscal Agent for the Agency to act as the agent and depositary of the Agency for the purpose of receiving all moneys required to be paid to the Fiscal Agent hereunder, to allocate, use and apply the same, to hold, receive and disburse the Tax Revenues and other funds pledged or held hereunder, and otherwise to hold all the offices and perform all the functions and duties provided in this Resolution to be held and performed by the Fiscal Agent. The Fiscal Agent shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the Agency a written acceptance thereof; and by executing and delivering such acceptance, the Fiscal Agent shall be deemed to have accepted such duties and obligations, but only upon the terms and conditions set forth in this Resolution. The Agency may remove the Fiscal Agent initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company doing business and having an office in San Francisco, California, having a combined capital (exclusive of borrowed capital) and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Fiscal Agent may at any time resign by giving written notice to the Agency and bY giving to-the Bondholders notice by publication of such resignation, which notice shall be published at least once in a Financial Newspaper. Upon receiving notice of such resignation, the Agency shall promptly appoint a successor Fiscal Agent by an instrument in writing. Any resignation or removal of the Fiscal Agent and appointment of a successor Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. Section 6.02. Appointment of Paying Agents. The Fiscal Agent shall have the authority to appoint paying agents if it so desires, with the Agency's approval. The Fiscal Agent, with the Agency's approval, and the Agency may remove any Paying Agent and any successor thereto. Any Paying Agent may resign upon giving written notice to the Agency or the Fiscal Agent. Any Paying Agent so designated shall continue to be the Paying Agent of the Agency for the purpose of paying the principal of and interest on the coupon Bonds until the designation of a successor as such Paying Agent. The Fiscal Agent shall enter int~ such credit arrangements with each Paying Agent as shall be necessary and desirable in order to enable such Paying Agent to 34 carry out the duties of its office. A Paying Agent is hereby authorized to redeem the coupon Bonds and interest coupons appertaining thereto when duly presented for payment at maturity, or on redemption prior to maturity, and to cancel all coupon Bonds and coupons upon payment thereof and to return the same so cancelled to the Fiscal Agent. A Paying Agent shall keep accurate records of all coupon Bonds and coupons paid and discharged. The Agency is hereby authorized to compensate 'a Paying Agents for its respective services rendered pursuant to the provisions of this Resolution. Section 6.03. Liability of Agents. The recitals of facts, covenants and agreements herein and in the Bonds contained shall be taken as statements, covenants and agreements of the Agency, and neither the Fiscal Agent nor any Paying Agent assumes any responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Resolution or of the Bonds or coupons, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon it. Neither the Fiscal Agent nor any Paying Agent shall be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. Section 6.04. Notice to Agents. The Fiscal Agent and any Paying Agent shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties. The Fiscal Agent and any Paying Agent may consult with counsel, who may be of counsel to the Agency, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. Neither the Fiscal Agent nor any Paying Agent shall be bound to recognize any person as the Holder of a Bond unless and until such Bond is submitted for inspection, if required, and the Holder's title thereto satisfactorily established, if disputed. Whenever in the administration of its duties under this Resolution the Fiscal Agent or any Paying Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of bad faith on the part of the Fiscal Agent or the Paying Agent, be deemed to be conclusively proved and established by a certificate of the Agency, and such certificate shall be full warrant to the Fiscal Agent or the Paying Agent for any action taken or suffered under the provisions of this Resolution or any Supplemental Resolution upon the faith thereof, but in its discretion the Fiscal Agent or any Paying Agent may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. Section 6.05. Deposit and Investment of Moneys in Funds. All moneys held by the Fiscal Agent in any of the funds or accounts established pursuant 35 to this Resolution shall be deposited in demand or time deposits (which may be represented by certificates of deposit) in any bank or trust company authorized to accept deposits of public funds (including and the banking department of the Fiscal Agent), and shall be secured at all times by obligations which are eligible by law to secure deposits of public moneys of a market value at least equal to the amount required by law, except such moneys which are at the time invested as hereinafter provided. Such obligations shall be deposited with such bank or banks as may be selected by the Fiscal Agent after consultation with the Treasurer of the Agency and held by or for the account of the Fiscal Agent as security for such deposits. Moneys in the Reserve Account and the Special Fund, including the accounts created thereunder, may, and upon the written request of the Treasurer of the Agency shall, be invested by the Fiscal Agent in Federal Securities or certificates of deposit of banks (including the Fiscal Agent and any Paying Agent) maturing as hereinafter provided. Moneys in the Special Fund, including the accounts created thereunder, shall be invested by the Fiscal Agent, and moneys in the Redevelopment Fund may be invested by the Treasurer, in such obligations which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Moneys in the Reserve Account may be so invested in such obligations which by their terms mature prior to the date estimated by the Agency that such funds will be required to be paid out or transferred to another fund or account hereunder. Obligations purchased as an investment of moneys in either the Redevelopment Fund or the Special Fund shall, for the period ending November 30, 1985, be deemed to be part of the Redevelopment Fund and thereafter to be part of~ the Special Fund. All interest or gain received during, the acquisition, construction and development of the Project (but not in any event after November 30, 1985) from such investments of moneys in the Special Fund and the Redevelopment Fund shall at the option of the Agency be deposited in the Redevelopment Fund; following completion of the Project, such earnings or gains shall be deposited in the respective fund or account from which such investment was made. The Agency covenants, with the Holders of all Bonds at any time Outstanding that it will make no use of the proceeds of the Bonds which will cause any of the Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Section 103(c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the Bonds are Outstanding, the Agency will comply and will cause and the Fiscal Agent to comply with all requirements, with respect to the proceeds of the Bonds, of said Section 103(c) 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. 36 ARTICLE VII MODIFICATION OR AMENDMENT OF THE RESOLUTION Section 7.01. Amendments Permitted. This Resolution and the rights and obligations of the Agency and of the Holders of the Bonds and the coupons may be modified or amended at any time by a Supplemental Resolution and pursuant to the affirmative vote at a meeting of Bondholders, or with the written consent without a meeting, of the Holders of sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 7.04. No such modification or amendment shall (1) extend the maturity of any Bond or reduce the interest rate thereon, or otherwise alter or impair the obligation of the Agency to pay the principal thereof, or interest thereon, or any premium payable on the redemption thereof, at the time and place and at the rate and in the currency provided therein, without the written consent of the Holder of such Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the Tax Revenues superior to or on a parity with the pledge and lien created for the benefit of the Bonds (except as expressly permitted by this Resolution), or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, or (3) modify any of the rights or obligations of the Fiscal Agent or of any Paying Agent without its written consent thereto. This Resolution and the rights and obligations of the Agency and of the Holders of the Bonds and the coupons may also be modified or amended at any time by a Supplemental Resolution, without the consent of any Holders of the Bonds, but only to the extent permitted by law and only for any one or more of the following purposes: (a) to add to the covenants and agreements of the Agency in this Resolution contained, other covenants and agreements thereafter to be observed, or to surrender any right or power herein reserved to or conferred upon the Agency; (b) with the written approval of the Fiscal Agent, to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Resolution, or in regard to questions arising under this Resolution, as the Agency may deem necessary or desirable and not inconsistent with this Resolution, and which shall not adversely affect the interests of the Holders of the Bonds; and (c) to provide for the issuance of any Additional Bonds, and to provide the terms and conditions under which such Additional Bonds may be issued, subject to and in accordance with the provisions of Section 3.06 of Article III. 37 ~ Section 7.02. Bondholders' Meetings. The Agency may at any time call a meeting of the Bondholders. In such event the Fiscal Agent is authorized to fix the time and place of said meeting and to provide for the giving of notice thereof and to fix and adopt rules and regulations for the conduct of said meeting. Section 7.03. Procedure for Amendment with Written Consent of Bondholders. The Agency may at any time adopt a Supplemental Resolution amending the provisions of the Bonds or of this Resolution or any Supplemental Resolution, to the extent that such amendment is permitted by Section 7.01, to take effect when and as provided in this Section. A copy of such Supplemental Resolution, together with a request to Bondholders for their consent thereto, shall be mailed by the Agency to each registered owner of Bonds Outstanding and to each Holder of any such Bonds payable to bearer who shall have filed with the Fiscal Agent an address for notices, but failure to mail copies of such Supplemental Resolution and request shall not affect the validity of the Supplemental Resolution when consented to as in this Section provided. Notice of the fact of the adoption of such Supplemental Resolution (stating that a copy thereof is available for inspection at the office of the Agency) shall be published at least once a week for two successive weeks in a Financial Newspaper, the first publication to be made not more than fifteen (15) days after the date of adoption of such Supplemental Resolution. Such Supplemental Resolution shall not become effective unless there shall be filed with the Fiscal Agent the written consents of the Holders of sixty percent (60%) in aggregate principal amount of the Bonds ~then Outstanding (exclusive of Bonds disqualified as provided in Section 7.04) and a notice shall have been published as hereinafter in this Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the Bonds for which such consent is given, which proof shall be such as is permitted by Section 9.04. Any such consent shall be binding upon the Holder of the Bonds giving such consent and on any subsequent Holder (whether or not such subsequent Holder has notice thereof) unless such consent is revoked in writing by the Holder giving such consent or a subsequent Holder by filing such revocation with the Fiscal Agent prior to the date when the notice hereinafter in this Section provided for has been published. After the Holders of the required percentage of Bonds shall have filed their consents to the Supplemental Resolution, the Agency shall mail and publish a notice to the Bondholders in the manner hereinbefore provided in this Section for the mailing of the Supplemental Resolution and publication of the notice of adoption thereof, stating in substance that the Supplemental Resolution has been consented to by the Holders of the required percentage of Bonds and will be effective as provided in this Section (but failure to mail copies of said notice shall not affect the validity of the Supplemental Resolution or consents thereto). Proof of the publication of such notice shall be filed with the Fiscal Agent. A record, consisting of the papers required by this Section to be filed with the Fiscal Agent, shall be proof of the matters therein stated until the contrary is proved. The Supplemental Resolution shall become effective upon the filing with the Fiscal Agent of the 38 proof of the publication of such last-mentioned notice, and the Supplemental : Resolution shall be deemed conclusively binding (except as otherwise hereinabove specifically provided in this Article) upon the Agency and the Holders of all Bonds and coupons at the expiration of sixty (60) days after such filing, except in the event of a final decree of a court of competent jurisdiction setting aside such consent in a legal action or equitable proceeding for such purpose commenced within such sixty-day period. Section 7.04. Disqualified Bonds. Bonds owned or held for the account of the Agency or the City of South San Francisco, excepting any pension or retirement fund, shall not be deemed Outstanding for the purpose of any vote, consent or other action or any calculation of Outstanding Bonds provided for in this Article VII, and shall not be entitled to vote upon, consent to, or take any other action provided for in this Article VII. Section 7.05. Effect of Supplemental Resolution. From and after the time any Supplemental Resolution becomes effective pursuant to this Article VII, this Resolution shall be deemed to be modified and amended in accordance therewith, the respective rights, duties and obligations under this Resolution of the Agency and all Holders of Bonds Outstanding (or of interest coupons appertaining thereto, whether attached thereto or detached therefrom) shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such Supplemental Resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. The Agency may adopt appropriate regulations to require each Bondholder, before his consent provided for in this Article VII shall be deemed effective, to reveal if the Bonds as to which such consent is given are disqualified as provided in Section 7.04 Section 7.06. Endorsement or Replacement of Bonds Issued After Amendments. The Agency may determine that Bonds issued and delivered after the ei~fective date of any action taken as provided in this Article VII shall bear a notation, by endorsement or otherwise, in form approved by the Agency, as to such action. In that case, upon demand of the Holder of any Bond Outstanding at such effective date and presentation of the applicable Bond for that purpose at the office of the Fiscal Agent or at such other office as the Agency may select and designate for that purpose, a suitable notation shall be made on such Bond. The Agency may determine that new Bonds, so modified as in the opinion of the Agency is necessary to conform to such Bondholders' action, shall be prepared, executed and delivered. In that case, upon demand of the Holder of any Bonds then Outstanding, such new Bonds shall be exchanged at the office of the Fiscal Agent in San Francisco, California, without cost to any Bondholder, for Bonds then Outstanding, upon surrender of such Bonds with all unmatured coupons appertaining thereto. Section 7.07. Amendatory Endorsement of Bonds. The provisions of this Article VII shall not prevent any Bondholder from accepting any amendment as to the particular Bonds held by him,~ provided that due notation thereof is made on such Bonds. 39 ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS Section 8.01. Events of Default and Acceleration of Maturities. If one or more of the following events ("events of default") shall happen, that is to say: (1) if default shall be made in the due and punctual payment of the principal of or redemption premium (if any) on any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise, and such default shall have continued for a period of thirty (30) days; (2) if default shall be made in the due and punctual payment of any installment of interest on any Bond when as as such interest installment shall become due and payable, and such default shall have continued over a period of thirty (30) days; (3) if default shall be made by the Agency in the observance of any of the covenants, agreements or conditions on its part in this Resolution or in the Bonds contained, and such default shall have continued for a period of ninety (90) days; or (4) if the Agency shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property; then, and in each and every such case during the continuance of such event of default, the Fiscal Agent, upon notice in writing to the Agency, or the Holders of not less than sixty percent (60%) in aggregate principal amount of the Bonds at the time Outstanding, uPon notice in writing to the Fiscal Agent and to the Agency, shall be entitled to declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Resolution 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 40 shall have been obtained or entered, the Agency shall deposit with the Fiscal Agent a sum sufficient 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 at the rate of ten percent (10%) per annum on such overdue installments of principal, and the reasonable expenses of the Fiscal Agent, and any and all other defaults known to the Fiscal Agent (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 cured to the satisfaction of the Fiscal Agent or provision deemed by the Fiscal Agent to be adequate shall have been made therefor, then, and in every such case, the Holders of at least sixty percent (60%) in aggregate principal amount of the Bonds then Outstanding, by written notice to the Agency and to the Fiscal Agent, may, on behalf of the Holders of all of the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust any right or power consequent thereon. Section 8.02. Application of Funds Upon Acceleration. All of the Tax Revenues and all sums in the funds and accounts provided for in Sections 3.03, 4.02 and 4.03 upon the date of the declaration of acceleration as provided in Section 8.01, and all sums thereafter received by the Fiscal Agent hereunder, shall be applied by the Fiscal Agent in the order following upon presentation of the several Bonds and coupons, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the costs and expenses of the Fiscal Agent and of the Bondholders in declaring such event of default, including reasonable compensation to its or their agents, attorneys and counsel; Second, in case the principal of the Bonds shall not have become due and payable, to the payment of the interest in default in the order of the maturity of the installments of such interest, with interest on the overdue installments at the rate of ten percent (10%) per annum (to the extent that such .interest on overdue installments shall have been collected), such payments to be made ratably to the persons entitled thereto without discrimination or preference; and Third, in case the principal of the Bonds shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the rate of ten percent (10%) per annum (to the extent that such interest on overdue installments of interest shall have been collected), and in case such moneys shall be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest. 41 Section 8.03. Other Remedies of Bondholders. Any Bondholder shall have the right, for the equal benefit and protection of all Bondholders similarly situated- (1) by mandamus, suit, action or proceeding, to compel the Agency and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this Resolution and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Agency and the fulfillment of all duties imposed upon it by the Law; (2') by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the violation of any of the Bondholders' rights;, or (3) upon the happening of any event of default (as defined in Section 8.01), by suit, action or proceeding in any court of competent jurisdiction, to require the Agency and its members and employees to account as if it and they were the trustees of an express trust. Section 8.04. Non-waiver. Nothing in' this Article VIII or in any other provision of this Resolution, or in the Bonds or in the coupons, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay the principal of and interest on the Bonds to the respective Holders of the Bonds and coupons at the respective dates of maturity, as herein prov]~ded, or affect or impair the right of action, which is also absolute and unconditional, of the Holders to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and coupons. A waiver of any default by any Bondholder shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of any Holder of any of the Bonds or coupons to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the Bondholders by the Law or by this Article VIII may be enforced and exercised from time to time and as often as shall be deemed expedient by the Holders of the Bonds. If a suit, action or proceeding to enforce any right or exercise any remedy be abandoned or determined adversely to the Bondholders, the Agency and the Bondholders shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 8.05. Actions by Fiscal Agent as Attorney-in-Fact. Any suit, action or proceeding which any Holder of.Bonds shall have the right to bring to enforce any right or remedy hereunder may be brought by the Fiscal Agent for the equal benefit and protection of all Holders of Bonds similarly situated and the Fiscal Agent is hereby appointed (and the successive 42 respective Holders of the Bonds and interest coupons issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed it) the true a~d lawful attorney-in-fact of the respective Holders of the Bonds and interest coupons for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Holders of the Bonds and coupons as a class or classes, as may be necessary or advisable in the opinion of the Fiscal A§ent as such attorney-in-fact. Section 8.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Holders of Bonds is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by the Law or any other law. 43 ARTICLE IX MI SCELLANEOUS Section g.O1. Benefits of Resolution Limited to Parties. Nothing in this Resolution, expressed or implied, is intended to give to any person other than the Agency, the Fiscal Agent, any Paying Agent and the Holders of the Bonds and coupons, any right, remedy, claim under or by reason of this Resolution. Any covenants, stipulations, promises or agreements in this Resolution contained by and on behalf of the Agency shall be for the sole and exclusive benefit of the Holders of the Bonds and coupons, the Fiscal Agent and the Paying Agent. Section 9.02. Successor is Deemed Included in All References to Predecessor. Whenever in this Resolution or any Supplemental Resolution either the Agency or the Fiscal Agent or any Paying Agent is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Resolution contained by or on behalf of the Agency or the Fiscal Agent or any Paying Agent shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 9.03. Discharge of Resolution. If the Agency shall pay and discharge the entire indebtedness on all Bonds Outstanding in any one or more of the following ways: (1) by well and truly paying or causing to be paid the principal o~ and interest on all Bonds Outstanding, as and when the same become due and payable; (2) by depositing with the Fiscal Agent, in trust, at or before maturity, money which, together with the amounts then on deposit in the funds and accounts provided for in Sections 3.03, 4.02 and 4.03, is fully sufficient to pay all Bonds Outstanding, including all principal, interest and redemption premiums, or; (3) by depositing with the Fiscal Agent, in trust, Federal Securities or general obligation bonds of the State of California in such amount as the Fiscal Agent shall determine will, together with the interest to accrue thereon and moneys then on deposit in the funds and accounts provided for in Section 3.03, 4.02 and 4.03, be fully sufficient to pay and discharge the indebtedness on all Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption shall have been given as in this Resolution provided or provision satisfactory to the Fiscal Agent shall have been made for the giving of such notice, then, at the election of the Agency, and notwithstanding that any Bonds or interest coupons shall not have been surrendered for payment, the 44 pledge of the Tax Revenues and other funds provided for in this Resolution and all other obligations of the Agency under this Resolution with respect to all Bonds Outstanding shall cease and terminate, except only the obligation of the Agency to pay or cause to be paid to the Holders of the Bonds and interest coupons not so surrendered and paid all sums due thereon; and thereafter Tax Revenues shall not be payable to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent and each Paying Agent. Any funds held by any Paying Agent, at the time of receipt by the Paying Agent of such notice from the Agency, which are not required for the purpose above mentioned, shall be paid over to the Fiscal Agent. Any funds thereafter held by the Fiscal Agent, which are not required for said purpose, shall be paid over the Agency. Section 9.04. Execution of Documents and Proof of Ownership by Bondholders. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Bondholders may be in one or more instruments of similar tenor, and shall be executed by Bondholders in person or by their attorneys appointed in writing. Except as otherwise herein expresssly provided, the fact and date of the execution by any Bondholder or his attorney of such request, declaration or other instrument, or of such writing appointing such attorney, may be proved by the certificate of any notary public or other officer authorized to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the person signing such request, declaration or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly sworn to before such notary public or other officer. Except as otherwise herein expressly provided, the amount of Bonds transferable by delivery held by any such person executing such request, declaration or other instrument or writing as a Bondholder, and the numbers thereo.f, and the date of his holding such Bonds, may be proved by a certificate, which need not be acknowledged or verified, satisfactory to the Fiscal Agent, executed by a trust company, bank or other depositary wherever situated, showing that at the date therein mentioned such person had on deposit with such depositary or exhibited to it the Bonds described in such certificate. Continued ownership after the date of deposit stated in such certificate may be proved by the presentation of such certificate if the certificate contains a statement by the depositary that the Bonds therein referred to will not be surrendered without the surrender of the certificate to the depositary, except with the consent of the Fiscal Agent. The Fiscal Agent may nevertheless in its discretion require further or other proof in cases where it deems the same desirable. The ownership of registered Bonds and the amount, maturity, number and date of holding the same shall be proved by the registry books. Any request, declaration or other instrument or writing of the Holder of any Bond shall bind all future Holders of such Bond in respect of anything 45 done or suffered to be done by the Agency or the Fiscal Agent in good faith and in accordance therewith. Section 9.05. Waiver of Personal Liability. No member, officer, agent or employee of the Agency shall be individually or personally liable for the payment of the principal of or interest on the Bonds; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 9.06. Publication for Successive Weeks. Any publication to be made under the provisions of this Resolution in successive weeks may be made in each instance upon any business day of the week and need not be made on the same day of any succeeding week or in the same newspaper for any or all of the successive publications, but may be made on different days of the week and in different newspapers. Section 9.07. Destruction of Cancelled Bonds. Whenever in this Resolution provision is made for the surrender to the Agency of any Bonds or coupons which have been paid or cancelled pursuant to the provisions of this Resolution, a certificate of destruction duly executed by the Fiscal Agent or by any Paying Agent shall be deemed to be the equivalent of the surrender of such cancelled Bonds and coupons and the Agency shall be entitled to rely upon any statement of fact contained in any certificate with respect to the destruction of any such Bonds or coupons therein referred to. Section 9.08. Notices and Demands on Agency. Any notice or d~mand which by any provision of this Resolution is required or permitted to be~given or served by the Fiscal Agent to or on the Agency may be given or served by being deposited postage prepaid in a post office letter box addresssed (until another address is filed by the Agency with the Fiscal Agent) as follows: Secretary, The South San Francisco Redevelopment Agency, 400 Grand Avenue, South San Francisco, California 94080. Section 9.09. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Resolution shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Resolution. The Agency hereby declares that it would have adopted this Resolution and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issue of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Resolution may be held illegal, invalid or unenforceable. If, by reason of the judgment of any court, the Fiscal Agent is rendered unable to perform its duties hereunder, all such duties and all of the rights and powers of the Fiscal Agent hereunder shall be assumed by and vest in the Treasurer of the Agency in trust for the benefit of the Bondholders. The Agency covenants for the direct benefit of the Bondholders that its Treasurer in such case shall be vested with all of the rights and powers of the Fiscal Agent hereunder, and shall assume all of the responsibilities and perform all of the duties of the Fiscal Agent hereunder, in trust for the benefit of the Bonds. 46 Section 9.10. Effective Date of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. PASSED AND ADOPTED on December 16, 1981, by the following vote: AYES: Agency members Ronald G. Acosta, Gus Nicolopulos, Roberta Cerri Teglia NOES: None ABSENT: " " Mark N. Addiego, Emanuele N. Damonte Chairman of The South Sa~ Francisco Redevelopment Agency (S E A L) Atte st: Secre ary of The ~6uth San francisco Redevelopment Agency .47 SECRETARY'S CERTIFICATE I, , Secretary of The South San Francisco Redevelopment Agency, hereby certify that the foregoing is a full, true and correct copy of a Resolution duly adopted at a regular meeting of said Agency duly and regularly held at the regular meeting place thereof on , 1981, of which meeting all the members of said Agency had due notice and at which a majority thereof was present; and that at said meeting said Resolution was adopted by the following vote: AYES: Agency members NOES: ABSENT: I further certify that I have carefully compared the same with the original Resolution on file and of record in my office; that said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting; and that said Resolution has not been amended, modified or rescinded since the date of its adoption, and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal of said Agency on , 1981. Secretary of the South San Francisco Redevelopment Agency 48