The URL can be used to link to this page

Home My WebLink AboutReso RDA 57-1985 RESOLUTION NO. A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FR.ANCISCCAUTHORIZING THE ISSUANCE OF $7,000,000 PRINCIPAL AM(XJNT OF REDEVELOPMENT AGENCY OF THE CXTY OF SOUTH SAN FRANCXSCO GATEWAY R£DEVELOPHENT PROJECT 1985 TAX ALLOCATION REFUNDING NOTES RESOLVED, by the Redevelopment Agency of *the Ctty of *South .San- Francisco, California, that *- WHEREAS, the Redevelopment Agency of the CItY of South San Francisco (the 'Agency") Is a redevelopment agency, a publlc body, corporate and pollttc, duly created, established and authorized to transact bustness and exercise powers under and pursuant to the provisions of the Community Redevelopment Law of the State of California, Including the power to issue Notes for any of Its corporate purposes; WHEREAS, a redevelopment plan for the Gateway Redevelopment Pro~ect, in the Ctty of South San Francisco, California, has been adopted in compliance with all requirements of law; WHEREAS, the Agency has heretofore authorized, tssued and sold $6,500,000 of 1982 Tax Allocation Notes, for the purpose of' financing the Gateway Redevelopment Pro~e¢~,._All o~_whtch are bow ~utstandingand unpaid; ~nd WHEREAS, the Agency has. determined to issue notes to refund the 19B2 Tax Allocation notes as in thts Resolution provided; NOW, THEREFORE, IT IS ORDERED, as follows: ARTICLE V OTHER COVENANTS OF THE AGENCY ~ Page Section 5.01. Punctual Payment ...................................... Section 5 02 Extension of Notes 25 - Section 5 03 Against Encumbr&nces' ' 25 Section 5.04. Management and Operation of Properties................ 25 Section 5.05. Payment of Claims ..................................... 25 Section 5.06. Books and Accounts; Financial Statement ............... 25 Section 5.07. Protection of Security and Rights of Noteholders ...... 26 Section 5.08. Payments of Taxes and Other Charges ................... 26 Sectton S 09 Completion of Pro~ect ' 26 Section 5.10. Taxation of Leased Property ........................... 26 Sectton 5 10 A Zn Lt Taxes by Agency ' 27 Section 5.11. Otsposttlon of Property ............................... 27 Section 5.12. Single Sum Payments In Lieu of Taxes .................. 28 Section 5.13. Tax Revenues .......................................... 28 Section 5 14 Eminent Domain 28 Section 5.15. Further Assurances .................................... 28 Section 5.16. Arbitrage Covenant .................................... 28 · ARTICLE THE FISCAL AGENT AND THE PAYING AGENT Section 6.01. Appointment of Fiscal Agent ......... ' ........ 30 Section 6.02. Liability of Agent .................................... 30 SecUon 6 03 Notice to Agent ' 31 Section 6.04. Compensation and Expenses ............................. 31 ARTICLE VII MOOIFZCAT~ON OR AMENOMENT OF THE RESOLUTION Section 7.01. Amendments Permitted .................................. 32 Section 7.02. Noteholders' Meeting .................................. 32 Section 7.03. Otsqualtfted Notes .................................... 35 Section 7.04. Effect of Supplemental Resolution ..................... 35 Section 7.05. Endorsement or Replacement of Notes Issued After Amendments .......................................... 35 (ii) ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF ),3TEHOLDERS Section 8.01. Events of Default and Acceleration of Maturities ...... 36 Section 8.02. Application of Funds Upon Acceleration ................ 37 -- Section 8.03. Other Remedies of Noteholders ......................... 37 Section 8 04 #on-waiver · 38 Section 8.05. Actions by Fiscal Agent as Attorney-in-Fact ........... 38 Section 8.06. Remedies Not Exclusive ................................ 39 ARTICLE IX MISCELLANEOUS Section 9.01. Benefits of Resolution Limited to Parties ............. 40 Section 9.02. Successor is Deemed Included inA11 References to Predecessor ......................................... 40 Section 9.03. Otscharge of Resolution ............................... 40 Section 9.04. Executlon of Documents and Proof of Ownership by Noteholders ......................................... 41 Sectton 9.05. Waiver of Personal Liability .......................... 41 Section 9.0.6. Destruction of Cancelled ~otes ........................ 42 Section 9.07. Notices and-Oemands-on-Agency.;-.-:;..~.-;;;'....---~"... 4Z Section 9.08. Partial Invalidity .................................... Section 9.09. Effective Date of Resolution .......................... 42 (iii) · ARTICLE I AUTHORIZATION OF NOTES; 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 Notes 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 Notes 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 Redevelopment Agency of the City of South San Francisco, a public body, corporate and politic, established under the Law. Articles, Sections All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Resolution, and the word~' "h~-r~¥n,-:"--'f~e~of,'' "~re~d~r" and'o~her words of similar import refer to this Resolution as a whole and not to any particular Article, Section or subdivision hereof. Bonds "Bonds" means the Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Pro, eot 1988 Tax Allocation Refunding Bonds, to be hereafter Issued for the purpose of paying the principal amount of the Notes, or the Redevelopment Agency of the City of South San Francisco lgBB Refunding Notes to be hereafter Issued for the purpose of refunding the Notes. 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 to perform the functions of the chairman in 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 other obligations 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 the Agency determines such securities to be eligible for the legal Investment of Agency funds. Fiscal Agent "Fiscal Agent" means the Fiscal Agent appointed by the Agency, Its successors and assigns, and any other corporation or association which may at any time be substituted in Its plgce, as provided in Section 6.01. Fiscal Year ( "Fiscal Year" means any t.elve-~n~L' PeFij~'-e~n~i~g 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 She Agency as its official fiscal year period. -HOlder, Noteholder, Owner 'Holder" or "Noteholder" or 'Owner" means any person who shall be the person in whose name any Outstanding Note shall be registered. Indeoendent Certified Public Accountant 'Independent Certified Publlc 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 offficer 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 (1) Is in fact t~dependent 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. 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 1 of Otvlston 24 of the Health and Safety Code of the State of California, and the acts amendatory thereof and supplemental thereto, as now in effect. 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 and printing and advertising expenses) and less any amounts deposited in the 1988 Redevelopment Fund. 4 1982 Resolution '--- "1982 Resolution" means Resolution No. 31 adopted by the Agency on April 21, 1982. Notes, 1985 Notes .. "Notes" or "1985 Notes" means the Redevelopment Agency of the City of _. South San Francisco Gateway Redevelopment Pro~ect 1985 Tax A11oc~tto, Refunding Notes authorized by, and at any time outstanding pursuant to, the 1985 Resolution. / - "Notes of 1982" or "1982 Notes" means the $7,000,000 principal amount of Redevelopment Agency of the Ctty of South San Francisco Gateway Redevelopment Project 1982 Tax Allocation Notes, Issued and outstanding pursuant to the 1982 Resolution. -. Outstanding "Outstanding,' when used as of any particular ttme with reference to Notes, means (sub~ect to the provisions of Section 7.03) all Notes except: (1) Notes theretofore cancelled by the Fiscal Agent or surrendered to the Fiscal Agent for cancellation; (2) Notes paid or deemed to have been paid within the meaning of Section 9.03: and ................... (3) Notes tn lieu of or In substitution for which other Notes shall have been authorized, executed, Issued and delivered by the Agency pursuant to the Resolution or any Supplemental Resolution. -Pro~ect, Redevelopment Pro~ect "Project" or "Redevelopment Project" means the undertaking of the Agency pursuant to the Redevelopment Plan and the Law for the redevelopment of the Project Area. Pro, eot Area "Project Area" means the Project area described in the Redevelopment Plan. Redevelopment Plan "Redevelopment Plan" means the Redevelopment Plan for the Gateway Redevelopment Project Area, entitled "Gateway Redevelopment Pro~ect", 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. 5 Report _i... "Report" means a document in"wrtttng signed by an Independent Financial Consultant or an Independent Real Estate~Consultant and including: (1) a statement that the peKson 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 t° the n~ture ~nd scope of the examination er Investigation upon which;the Report ts based; (3) a statement that, tn the opinion of such person or firm, sufficient examination or investigation was made as ts necessary to enable 'said consultant to express an informed opinion with respect to the subject matter referred to tn the Report. Resolution or 1985 Resolution "Resolution" or "lg85 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__.~$~_sgr" means the..p~rs~ ..who hold~., the office' designated San Mateo County Assesso£-~F6m time to time, or one of bis duly appointed deputies, or any person or persons performing substantially the same duties in the event said office is ever abolished or changed. 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 tn 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 al! 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 X¥! of the Constitution of the State of California, and as provtded In the Redevelopment plan, Including all payments and reimbursements, tf any, to the Agency specifically attributable to ad valorem taxes lost be reason of tax exemptions and tax rate limttatlons. · . - · :.- -...~. ~__~ Treasurer ' · 'Treasurer' means the Olrector of Finance of the City of South San Francisco or any other officer of the City or the Agency acting as fiscal offtcer of the Agency. Written Request of the Agency; grttten 'Certificate of the Agency 'Written Request of the Agency" or "Written Certificate of the Agency" means a request or certificate, in wrttlng and signed by the Chairman, the Executive Directory, Secretary, Treasurer or by any other officer of the Agency duly authorized by the Agency for that purpose, with the seal of the Agency affixed. Sectton 1.03. Equal Security. In consideration of the acceptance of the Notes 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-ttme-o~-the-Notes and-.the-~ovenants 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 Notes without preference, priority or distinction as to security or otherwise of any of the Notes 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 i~y cause whatsoever, except as expressly provided therein or herein. ARTICLE II THE ~OTES - Section 2.01. Auth6rizatton. Notes in the aggregate principal amount of Seven Million Dollars ($7,000,000) 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 Notes 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 Notes which may from time to time be executed and delivered hereunder, subject to the covenants, agreements, provisions and conditions herein contained. The Notes shall be designated the "Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project 1985 Tax Allocation Refunding Notes." Section 2.02. Terms of Notes. The Notes shall be issued as fully registered Notes without coupons in denominations of $5,000 and any integral multiple thereof, shall be dated May 15, lg85 and shall be substantially in the form hereinafter set forth. The Notes shall mature and become payable on November 15, lg88. The Notes shall bear interest at the rates designated by the Agency at the time of the sale of the Notes, but not to exceed twelve percent (12~) per annum, payable on November 15, 1985, and thereafter semiannually on May 15 and November 15 in each year. ' Each Note shall bear interest from the interest payment date next preceding the date of registration and authentication thereof unless the Note is registered and authenticated as of an interest payment date (in which event it shall bear interest from such interest payment date), or unless the Note is registered and authenticated prior to November 15, lgB5 (in which event it ~ihall bear interest from its date), or unless, as shown by the records of the Trustee, interest on the Notes shall be in default (in which event it shall bear interest from the last date to which interest has been paid in full), or unless no interest shall have been paid on the Notes (in which event it shall bear interest from its date). Such interest shall be payable from such date to the date of maturity or earlier redemption of the Notes. Payment of principal, premium and interest shall be made in lawful money of the United States of America. Principal of and premium on the Notes shall be paid only upon presentation and surrender thereof for cancellation at the principal office of the Fiscal Agent. Payment of the interest on any Note shall be made to the person whose name appears on the Note registration books of the Fiscal Agent as the registered owner thereof as of the close of business on the fifteenth day of the month next preceding an interest payment date, whether or not such day is a business day, such interest to be paid by check 'or draft mailed to such registered owner at his or her address as it appears on such registration books. Section 2.03. Redemption. (al Opttonal Redemption. The Notes are subject to redemption tn whole, or tn part by 1pt, upon notice as hereinafter provided, at the option of the Agency, on any Hay 15 or November 15 on or after Hay'15, 1986, from any available source of funds, at a redemption prtce ,equal to the principal amount thereof to be redeemed together with accrued Interest thereon to the redemption date, plus a premium (expressed as a percentage of the prtnctpa! amount of Notes (to be redeemed) as follows: · Redemption - Redemption Dates Premium ~":~"'" ~; .' .:..'..~ Nay 15. 1986 and NOvember 15, 1986 1~ '"'" Hay 15. 1987 and November 1S, 1987 1/2[ '~ " . Hay 1S, 1988 . 0 '. (bi Notice of Redemption.. The Fiscal Agent on behalf and at the expense of the Agency shall cause notice of any redemption to be mailed to the respective registered owners of any Notes designated for redemption, at least fifteen but not more than thirty days prior to the redemption date, at their address appearing on the Note registration books tn the office of the Fiscal Agent. Any defect in any such notice shall not affect the validity of the proceedings for the redemption of such Notes. Such notice shall state the redemption date and the redemption price and, tf less than all of the then Outstanding Notes are to be called for redemption, shall designate the numbers of the Notes to be redeemed by giving the individual number of each Note or by stating that all Notes between two stated, numbers, both inclusive, or by. stating that all of the Notes_oC_one_or_~o~'e..m~turl~Jes have.been called for redemption, and shall require that such Notes be then surrendered at the office of the Fiscal Agent for redemption at the said redemption price, giving notice also that further interest on such Notes will not accrue after the redemption date. ~' Notice of redemption having been given in the manner provided above, and money sufficient for the redemption being held by the Fiscal Agent for the purpose thereupon the Notes so called for redemption shall become due and payable on the redemption date, and interest thereon shall cease to accrue; and the registered owners of the Notes so called for redemption shall thereafter no longer have any security or benefit under this Resolution except to receive payment of the redemption price for such Notes. (c) Partial Redem~tion of Fully Registered Notes. Xn the event only a portion of any Note of a denomination larger than $5,000 is called for redemption, then upon surrender of such Note redeemed In part only, the Agency shall execute and the Fiscal Agent shall deliver to the registered Holder, at the expense of the Agency, a new fully registered Note or Notes, of the same series and maturity, of authorized denominations in aggregate principal amount equal to the unredeemed portion of the Note or Notes so surrendered. (d) Effect of Redemption. After the date fixed for redemption, tf notice of such redemption shall have been duly mailed and funds available for the payment of the principal of and interest (and premium, If any) on the Notes so called for redemption shall have been duly provided, such Notes 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. (e) Harmer of Redemption. Hhenever any Notes are to be selected redemption, the Fiscal Agent shall determine by lot, the numbers of the Notes to be redeemed, and shall notify the Agency thereof. The Fiscal Agent shall determine, tn sufficient time to give the notices - required by this Section, what sums will be available on the next .interest payment date tn accordance with this Resolution, and shall cause notice to be given in accordance uith such determination. Any notice of redemption may be cancelled if for any reason funds are not available on the date fixed for redemption for the payment in full of the Notes then called for redemption. All Notes redeemed pursuant to this Section and all Notes purchased by the Fiscal Agent pursuant to Section 4.03 shall be cancelled and shall be surrendered to the Agency. Section 2.04. Form of Notes. The Notes, the form of Fiscal Agent's certificate of authentication and registration, 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: I0 (FORM OF NOTE) No. UNITED STATES OF AMERICA :.. .STATE OF CALIFORNIA COUNTY OF SAN MATEO REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO -- GATEHAY REDEVELOPMENT PROJECT 1985 TAX ALLOCATION REFUNDING NOTE The REOEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO,'a public body, corporate and politic, duly organized and existing under the laws of the State of California (the "Agency"), for value received, hereby promises to pay to or registered asstgns, on November 15, 1988 (subject to any right of prior redemption hereinafter provided for), the principal sum of Oollars In lawful money of the United States of America, and to pay interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Note (unless this Note ts registered and authenticated as of an Interest payment date, in which event tt shall bear interest from such Interest payment date, or unless this Note is registered and authenticated prior to November 15, 1985, in which event this Note shall bear interest from 1ts date, or unless, as shown by the records of the Fiscal Agent, interest on the Notes shall be tn default, in which event '_L_ this Note shall bear lnterest'-fr'om"the-1~t date-to-which inte'~est has been paid In full, or unless no interest shall have been paid on the Notes, in which event this Note shall bear tnterest from 1ts date). Such interest payable from such date to the date of maturity or e&rllest redemption of this Note at the rate of percent ( ~) per annum, payable on the _fifteenth (15th) day of May and the fifteenth (15th) day of November of each year, commencing November 15, 1985. Payment of tnterest hereon will be made to the registered owner hereof by check or draft mailed to the registered owner at hts address as it appears on the registration books maintained by the Fiscal Agent or at such other address as Is furnished to Fiscal. Agent tn writing by such registered owner. The tnterest so payable, and punctually patd or duly provided for, on any Interest to the person In whose name this Note Is registered at the close of bustness on the Hay I or November 1 (whether or not a business day), as the case may be, next preceding such Interest payment date. Both the principal hereof, premium, if any, and Interest hereon are payable at the principal corporate trust office of Bank of America Natlonal Trust and Savings Association, the fiscal agent of the Agency (the "Fiscal Agent"), in San Francisco, California. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, HHICN FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. 11 It Ss hereby certified th=t all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Note ,Jo exist, have happened or have been performed In ':-- due and regular ttme, form and manner as required by the Law and the laws of the State of California, and that the a~unt of this Note, together with all. other Indebtedness of the Agency does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Notes permitted to be issued under the Resolution. This Note 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 IN WITNESS WHEREOF, the RedeVelopment Agency of the City of South San Francisco has caused this Note to be executed in its name and on its behalf with the signature of its Chairman and its seal to be reproduced hereon and attested by its Secretary. Oated: May 15, lg85 REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO /s/-Richard-AF'Haffey---' Chairman (SEAL) _Attest: Secretary 12 [FORM OF BACK OF NOTE] ,_ This Note ts one of a duly authorized Issue of notes of the Agency designated as the "Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project 1985 Tax Allocation Refunding Notes" (the "Notes"), of an aggregate principal amount of Seven Htilton:. Oollars ($7,000,000), all of like tenor and date. (except for such variation, tf any, as may be required to designate varying numbers) and all Issued pursuant to _ the provisions of the Community Redevelopment Law, being Part I (commencing with Section 33000) of Oivlston 24 of the Health and Safety Code of the State of California (the "Law") and pursuant to Resolution No. of the Agency adopted on Hay 8, 1985, as amended (the "Resolution") authorizing the Issuance of the Notes. Reference ts hereby made to the Resolution (copies of which are on ftle at the office of the Agency) and all resolutions supplemental thereto and to the Law for a description of the terms on which the Notes are Issued, the provtston~ wtth regard, to the nature and extent of the Tax Revenues, as that term ts defined in the Resolution, and the rights thereunder of the registered Holders of the Notes and the rights, duties and Immunities of the Fiscal Agent and the rights and obligations of the Agency thereunder, to all of the provisions of which Resolution the registered owner of this Note, by acceptance hereof, assets and agrees. The Notes have been Issued by the AgenCy to aid tn financing and refinancing a redevelopment project tn the Agency known as the Gateway Redevelopment Project. This Note and the Interest hereon and al.1..gth~ .Notes and_.the interest t--- thereon (to the extent set forth In the Resolution)'are payable from , and ~re secured by a charge and 1ten on the Tax Revenues derived by the Agenc~ from the Project Area (as those terms are defined tn the Resolution) and certain other funds. As and to the extent set forth in the Resolution, all such Tax Revenues are exclusively and Irrevocably pledged to and constitute a trust .fund, tn accordance wtth the teras hereof and the provisions of the Resolutlon and the Law, for the securtty and payment or redemption of, and for the security and payment of interest on, the Notes. Notwithstanding the foregoing, tn accordance with the Resolution, certain amounts out of Tax Revenues may be applied for other purposes as provtded tn the Resolution. This Note ts 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 1ts political subdivisions, Is 1table hereon nor tn any event shall this Note be payable out of any funds or properties other than those of the Agency. The rights and obligations of the Agency and the Holders of the Notes may be modified or amended at anyttme in the manner, to the extent and upon the terms provided tn the Resolution, but no such modification or amendment shall permit a change in the terms of redemption or maturity of the principal or any Outstanding Note or of any Installment of Interest thereon or a reduction In the principal amount or the redemption price thereof or In the rate of Interest thereon without the consent of the Holder of such Note, or 13 ih'all reduce the percentages or otherwise affect the classes of Note the consent of the Holders of whfch is required to effect any such modification or amendment. The Notes are sub3ec't to prior redemption at the option of the Agency from any source of funds as provided in the Resolution, as a whole, or in part in inverse order of maturity and by lot within a maturity, upon published notice as hereinafter provided, on any Hay 15 or November 15 on or after Hay 15, 1986, at a redemption prtce equ=l to the principal amount thereof to -. be redeemed-together with accrued interest thereon to the redemption date. plus a premium (expressed as a percentage of the principal amount of Notes to be redeemed) as follows: Redemotton Dates Redemption Premium Hay 15, 1986 and November 15 lg86 1% Nay 15. 1987 and November 15. 1987 112~ Nay 15, 1988 0 As provided in the Resolution, notice of redemption shall be given by mail no less than fifteen (15) nor more than thirty (30) days prior to the redemption date to the respective registered owners of any registered Notes designated for redemption at their addresses appearing on the note registration books, but no defect in the notice so mailed shall affect the sufficiency of the proceedings for redemption. Zf thts Note is called for redemption and payment is duly provided therefor as specified tn the Resolution, tnterest shall cease, to accrue hereon from and after the date fixed for redemption. Zf an event of default, as deftned tn the Resolution, shall occur, the -~'rtnctpal of all Notes may be declared due and payable upon the conditions, In the manner and with the effect provided In the Resolution, *but such declaration and 1ts consequences may be rescinded and annulled ~s further provtded on the Resolution. The Notes are tssuable as fully registered Notes wtthout coupons tn the denominations of $5,000 and any Integral multtple thereof. Subject to the limitations and conditions and upon payment of the charges, tf any, as provtded tn the Resolution, fully registered Notes may be exchanged for a like aggregate principal amount of fully registered Notes of other authorized denominations and of the same maturity. Registration of this Note ts transferable by the registered Holder hereof, In person or by his attorney duly authorized in writing, at satd offtce 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 thts Note. Upon registration of such transfer a new fully registered Note or Notes wtthout coupons, of authorized denomination or denominations, for the same aggregate principal amount and of the same maturtty will be tssued to the transferee in exchange herefor. 14 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. 15 (FORM OF FISCAL AGENT'S CERTIFICATE OF AUTI4ENTICATION TO APPEAR ON NOTES) This ts one of the Notes described in the within-mentioned Resolution. . Bank of Amertca Nattonal Trust and Savings Assoc~atton _. ,-~.,. a's Fiscal Agent ' ?.. I · '-. --.-."~.- · · -'. '4-'~-: Dated: By - - ." "' Authorized Off1 cer ? 16 For value received the undersigned dotes) hereby sell, assign and transfer unto the within-mentioned registered Note and hereby irrevocably constitute{~,) and appoint(s) 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) on l~his Assignment must correspond wtth the' "' ...... name(s) as written on the face of the within registered Note In every parUcular, without alteration or enlargement or any change whatsoever. 17 Section 2.05. Execution of Notes. The Notes 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. Etther or both of such signatures may be affixed by facsimile thereof, If any officer whose signature appears on any Note ceases to be such officer before dellvery Of the Notes to the ~urchaser, ~uch signature, ~hall nevertheless be as effective ~$ ..- If the officer had remained in office until the delivery of the Notes to the purchaser. Any Note may be signed, and attested on behalf of the Agency by such persons as at the actual date 'of the execution of such Note shall be the proper officers of the Agency although on the date of such Note any such person shall not have been such offtcer of the Agency. Only' such of the Notes as shall bear thereon a certificate of authentication 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 Notes so registered have been duly authenticated and delivered hereunder and are entitled to the benefits of this Resolution. Section 2.06. Transfer of Notes. The registration of any Note may, in accordance with its terms, be transferred, upon the books required to be kept pursuant to the provisions of Section 2.08, by the person in Whose name it is registered, in person or by his duly.authorized attorney, upon surrender of such Note to the Fiscal Agent for cancellation, &ccompan.ied by delivery of a written instrument of transfer--+n--a-form approved -by-the Fiscal-Agent, duly executed. Whenever any Note or Notes shall be surrendered for registration of transfer, the Agency shall execute and the Fiscal Agent shall deliver a new fully registered Note or Notes, for like aggregate principal amount. No registrations of transfers of Notes shall be required to be made during the 15 days next preceding each interest payment date or any date or dates set for selection of Notes to be redeemed or any date or dates..set for the redemption of Notes. Section 2.07. Exchange of Notes. Notes may be exchanged at the prlnclpal corporate trust office of the Fiscal Agent tn San Francisco, California, for a like aggregate principal amount of Notes of other authorized denominations of the same maturity. The Fiscal Agent shall require the payment by the Noteholder requesting such exchange of any tax. or other governmental charge required to be paid with respect to such exchange. No exchanges of Notes shall be required to be made during the 15 days next preceding each interest payment date or any date or dates set for selection of Notes to be redeemed or any date or dates set for the redemption of Notes. 18 Secti°n 2.08. Note Register. The Fiscal Agent will keep or cause to be kept, at its principal corporate trust office in San Francisco, California sufficient books for the registration and registration of transfer of the Notes, which shall at all times during normal business hours 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,'Notes as hereinbefore provided. ~.'. Section 2.0g. Temporary Notes.' The Notes may be initially Issued in temporary form exchangeable for definitive Notes when ready for delivery. The temporary Notes may be printed, lithographed 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 Note shall be executed by the Agency upon the same conditions and in substantially the same manner as the definitive Notes. If the Agency Issues temporary Notes it will execute and furnish definitive Notes without delay, and thereupon the temporary Notes may be surrendered, for cancellation, in exchange therefor at the principal corporate trust office of the Fiscal Agent in San Francisco, California, and the Fiscal Agent shall dellver in exchange for such temporary Notes an equal aggregate principal amount of definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall be entitled to the same benefits pursuant to this Resolution as definitive Notes authenticated and delivered hereunder. Section 2.10. Notes Mutilated, Lost, Destroyed or Stolen. If any Note shall become mutilated the Agency, at the expense of the Owner of said Note, shall execute, and the Fi-sca)--Agent-shall thereupon- deliver; -~'new Note of like tenor and number in exchange and substitution for the Note so,mutilated, but only upon surrender to the Fiscal Agent of the Note so mutilated. Every mutilated Note so surrendered to the Fiscal Agent shall be cancelled by it and delivered to, or upon the order of, the Agency. If any Note 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 satisfactory 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 Note of like tenor and number in lieu of and in substitution for the Note so lost, destroyed or stolen. The Agency may require payment of a sum not exceeding the actual cost of preparing each new Note issued under this Sectton and of the expenses whtch may be incurred by the Agency and the Ftscal Agent tn the premises. Any Note issued under the provisions of thts Sectton in lieu of any Note alleged to be lost,.destroyed or stolen shall constitute an original additional contractual obligation on the part of the Agency whether or not the Note so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be equally and proportionately entltled to the benefits of this Resolution with all other Notes issued pursuant to this Resolution. 19 ARTICLE III ~-- ISSUE OF NOTES; ADDITIONAL NOTES Section 3.01. Issuance of Notes. At any time after the adoption of this Resolution the Agency may sell and deliver Notes in the aggregate principal amount of Seven Million Dollars ($7,000,000). Section 3.02. Application of Proceeds of Sale of Notes . Upon the receipt of payment for any of the Notes 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 and funds as follows: (1) The Fiscal Agent shall set astde tn the Note Fund established pursuant to Section 4.04 the amount of accrued tnterest and premium (if any) received upon the sale of the Notes, together with an amount representing Interest on the Notes from the date of their deltvery to including November 15, 1986. (2) The Fiscal Agent shall set aside In the South San Francisco lgB2 Tax Allocation Notes Note Fund (the "1982 Note Fund") established pursuant to Sectlon 4.04 of the 1982 Resolution, such portion of the proceeds as may be necessary to bring the amount in the 1982 · ' Note Fund up to the principal amount of the 1982 Notes issued pursuant to the 1982 Resolution and interest thereon to the date of their maturity. (3) The Fiscal Agent shall transfer the remainder of such proceeds to the Treasurer who shall depostt said sum in the 1985 Redevelopment Fund established by the Agency as described tn Section 3.03. Section 3,03 - Redevelopment Fund. There is hereby created a.fund known '~s the "Redevelopment Agency of the City of South San Francisco Gateway Redevelopment Project 1985 Tax Allocation Refunding Notes, Redevelopment Fund" (the "lgB5 Redevelopment Fund"), which the Agency hereby covenants and agrees to cause to be maintained and which shall be held tn trust by the Treasurer of the Agency. The moneys in the 1985 Redevelopment Fund shall be used In the manner provided by law solely for the purpose of aiding in financing the Pro~ect, Including the payment of costs of lssutng the Notes upon receipt of tnvotces therefor at, or after, the time of delivery of the Notes. ~.i, Sectton 3.04, Valtdlt¥ of Notes. The validity of the authorization and tssuance of the Notes shall not be dependent upon the completion of the Pro~ect or upon the performance by any person of his obligation with respect to the Pro~ect. 2O ARTICLE IV THE TAX REVENUES; SPEC[AL FUND AND ACCOUNTS Section 4.01. Pledge of TaX Revenues. The Notes 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 tn the Hote Fund. The Tax Revenues are hereby allocated tn their entirety to the payment of the prtnctpa! of and interest on the Notes and, - until the payment in full thereof, the Tax Revenues shall be applied solely to the payment of such principal and interest except thaff out of the Tax Revenues there shall be apportioned the moneys required by Sectton 4.03 and there may be apportioned such amounts for such other purposes as are expressly permitted by Secttons 4.04 to 4.06, Inclusive. The pledge and allocation of Tax Revenues ts for the exclusive beneftt of the Holders of the Notes and shall be Irrevocable until all of the Notes and the tnterest thereon have been paid and retired or provision made therefor. The Agency will not tssue any obligation or security superior to or on a partty wtth the Notes 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 tnterest on the Notes (other than refunding bonds Issued solely for the purpose of refunding all of the then Outstanding Notes), until all of the Notes have been paid and retired or provis?on made therefor. Section 4.02. Special Fund. There is hereby created the "Redevelopment Agency of the City of South San Francisco Special Fund,"' herein called "Special Fund", which shall be'maintained by the Fiscal Agent as a separate account, dtstinct from a11-*b~h~-f~nds of the Age'n~y,-~n~o*~hiCh -~ha11 be paid on receipt thereof, the Tax Revenues. Hhtle the Notes are Outstanding or any tnterest thereon ts unpatd,'%che Spectal Fund shall be administered and disbursements made in the manner and in ~the order progressively set forth ?n Sections 4.03 through 4.08 hereof. Sectton 4.03. Low and Moderate Zncome Houstng Fund. There 'Is hereby created a special fund to be known as the "Low and Moderate Income Houstng Fund," which the Agency hereby covenants and agrees to cause to be maintained and whlch shall be held In trust by the Treasurer of the Agency, for the purposes of Increasing and Improving the supply of housing within the C1ty of South San Francisco for persons and famtlles of low or moderate tncome, as such purposes are set forth and In the manner prescribed tn Sections 33334.2 and 33334.3 of the Health and Safety Code of the State of California. Twenty percent (20l) of the Tax Revenues shall be patd by the Ftscal Agent to the Treasurer for depostt in the Low and Moderate Zncome Housing Fund forthwith upon receipt thereof. Sectton 4.04. Note Fund. There ts hereby created a special fund designated "Redevelopment Agency of the City of South San Francisco 1985 Tax Allocation Refunding Notes Note Fund," herein called "Note Fund," which shall be maintained and operated by the Ftsca! Agent as a separate account distinct 21 'from all other funds ~f the Agency, to cover the pa~,nent of principal of and Interest on the Notes. (a) Forthwith, upon the receipt of the proceeds of th Notes. the Treasurer shall pay to the Fiscal Agent for deposit in the Note Fund any funds received on account of Intere:t accrued on said Notes from their date to the date of thetr deltv, ery, and any premium on their sale. (bi The Treasurer shall also, upon receipt of the proceeds of the Notes, pay to the Fiscal Agent for deposit in the Note Fund such amounts - as may be necessary to pay interest on the Notes from the date of their delivery to and Including November 15, 1986. (c) On each Interest Payment Oate, commencing November 15; 1985, the Ftscal Agent shall apply moneys in the Note Fund to the payment of interest on the Notes. (d) On November 15, 1988, the Fiscal Agent shall transfer from the Special Fund to the Note Fund the balance of funds remaining tn the Special Fund after making the transfers required by Section 4.03, up to the total amount necessary to pay principal of and Interest on the Notes In ful 1. On or before November 15, 1988, the Treasurer shall also pay to the Fiscal Agent for deposit in the Note Fund that portion of the Net Bond Proceeds necessary to bring the total amount in the Note Fund up to the full amount of principal of the Notes. maturing and payable on that date plus any amount of Interest due and payable thereon. The Fiscal Agent shall apply the moneys so deposited to the' i~a~m~£f-6f'-p~'lnciPal'"6f-a-nd' Inter,'st 'On the Notes as the same become due and payable. Any amount required to be set aside, transferred to and placed in the Note Fund may .be prepaid in whole or in part by being earlier set aside, -transferred to and placed in the Note Fund, and tn that event, the transfer which has been so prepaid need not be made at the time appointed therefor. In any event, at least five days prior to the due date of any principal of or interest on the Notes all sums required for the payment of principal of or interest on the Notes must be in such Note Fund tn cash. All moneys in the Note Fund shall be used and withdrawn solely for the purpose of paying principal of and interest on the Notes as the same shall become due and payable. After payment of the Notes and the Interest thereon in full, any balance tn the Note Fund shall be transferred by the Fiscal Agent to the Treasurer for deposit in the Redevelopment Fund. Section 4.05. Redemption Account. There ts hereby created within the Note Fund a special account designated "Redevelopment Agency of the City of South San Francisco 1985 Tax Allocation Refunding Notes Redemption Account," herein, called "Redemption Account," which shall be maintained by the Fiscal Agent as a separate account distinct from all other funds of the Agency, to pay for the prior redemption of the Notes. a) Any Nf ~Note Proceeds received by At '~y on or after Hay 15, 1986 and prior to Nay 15, 1988 shall be paid to the Fiscal Agent for deposit in the Redemption Account and application to the prior redemption of Notes pursuant to Section 2.03. b) Prior to the mailing of notice of redemption, there must be on deposit tn the Redemption Account moneys sufficient to redeem the Notes designated tn such notice. c) -The moneys set aside in s~id Redemption Account shall be used solely for the purpose thereof and shall be applied on or after the redemption date to the prior redemption of the Notes to be redeemed upon presentation and surrender of such Notes and shall be used solely for .that purpose. d) If after all of the Notes have been redeemed and cancelled or paid and cancelled, there are moneys remaining tn said Redemption Account, said moneys shall be transferred to the Spectal Fund. The Fiscal Agent may~ at any time after 45 days next preceding any prior redemption date and prior to the giving of notice of redemption, purchase on the open market any or all of the Notes otherwise subject to being redeemed on such date and apply moneys in the redemption account to the purpose of purchasing such Notes at public or private sale, as and when and at such prices as the Fiscal Agent may in its discretion determine, not exceeding the par value of such Notes. All Notes purchased pursuant to this paragraph shall be cancelled and delivered by the Fiscal Agent to or upon the order oF the Agency. ~ Section 4.06. Special Fund - Surplus. All moneys remaining tn the Special Fund over and above the amounts transferred or disbursed under Sections 4.03 to 4.05 inclusive, shall be maintained in the Special Fund until ..the principal of and interest on the Notes and Notes ts paid in full whereupon they may be used for any lawful purpose. Section 4.07. Feeding Higher Priority. In the event that the balance in any fund or account is below its requirements, moneys from a fund or account of lower priority shall be transferred up to fill such deficiency in said fund or account, and said higher fund or account shall have a first claim on the moneys of said lower or account fund for said purpose. section 4.OB. Oepostt and Investment of Moneys in Funds. Ali moneys held by the Fiscal Agent tn any of the funds or accounts established pursuant to this Resolution and not invested pursuant to the second paragraph of this Section shall be deposited in demand or time deposits (which may be represented by certificates of deposit) tn any bank or trust company authorized to accept deposits of public funds (including 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 23 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 Special Fund, Note Fund and Redemption Account 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 any Paying Agent) and repurchase agreements with any member bank within the Federal Reserve System (including the Fiscal Agent and any Paying -. Agent), maturing as hereinafter provided. Honeys in the Redevelopment Fund, and the Low and Moderate Income Housing Fund shall be invested by the Treasurer tn such obligations which by their terms mature prior to the date on which such moneys are required to be paid out hereunder. Obligations purchased as an Investment of moneys in the Low and Moderate Income Noustng Fund shall at all times be deemed to be part of said fund so invested, and all interest, gain or loss on the investment of moneys in said fund shall be credited or charged thereto. All interest or gain received from such Investments of moneys in the Special Fund and the Redevelopment Fund shall be deposited in the respective fund or account from which such investment was made. The Fiscal Agent may act as principal or agent of the Agency tn the making or disposing of any investment. Subject to Section 6.02, the Fiscal Agent shall not be responsible for any loss in the disposing of any investment. Moneys in various funds or accounts may be commingled for purposes of making investments thereof. 24 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 Notes, in strict conformity with the terms of the Notes 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 Notes. Nothing herein contained shall prevent the Agency front making advances of'its own moneys .howsoever derived to any of the uses or. purposes referred to .herein. To this end, the Agency covenants to use its best efforts in a diligent and timely manner to authorize, issue, sell and deliver the Bonds on or before November 15, 1988 and to deposit the proper portion of the proceeds of sale thereof in the Note Fund pursuant, to Section 4.04. Section 5.02. Extension of Notes . The Agency will not, directl~ o~- indirectly, extend or consent to the extension of the time for the payment of any Note or claim for interest on any of the Notes and will not, directly or indirectly, be a party to approve any such arrangement by purchasing ok funding the Notes, or claims for interest or in any other manner. In case the maturity of any such Note, or claim for interest shall be extended or funded, whether or not with the consent of the Agency, such Note, 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 pc)_n.c!~al of all of the.~qte)_ then Out~.ta~ding and Of ..... all 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 wi. th the pledge and lien herein created for the benefit of the --Notes, except as permitted by this Resolution. Section 5.04. Management and Operation of Properties. The Agency will manage and operate all properties owned by the Agency and comprising any part of the Pro~ect 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 which might impair the security of the Notes. 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 claims. Section 5.06. Books and Accounts; Financial Statement. The Agency will keep, or cause to be kept, proper books of record and accounts, 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 25 ~ransactions relating Lo the Project and to the Tax Revenues. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Holders of not less than ten percent (107.) of the principal amount of the Notes 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 Notes are Outstanding, complete financial statements with respect to that Fiscal Year showing the Tax Revenues, ali 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 Noteholder upon request. Section 5.07. Protection of Security and Rights of Noteholders. The Agency will preserve and protect the security of the Notes and the rights of the Noteholders, 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 Notes by the Agency, the Notes 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 1. awfully imposed upon 'the Agency or the properties then ownAd_~y ~e_~g~qc_y in th~ ~rpject 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 Pro~ect. 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. Nhenever any property in 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 other public agency) 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 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 5.10 A. In Lieu Taxes by Agency. In the event that the Agency acquired land or real property in the Project Area, tt shall become obligated -- and hereby agrees to pay to the Fiscal Agent for deposit in the Special Fund an amount equal to the amount which would have been payable as ad valorem property taxes on such land or real property had it remained in private. ownership and subject to such taxes, as determined by an Independent Financial Consultant. Such payments shall be made in two equal installments payable no )ate than Oecember 10 and April 10 of each Fiscal Year. Section 5.11. Otsposttion of Property. (1) The Agency will, to the extent of its legal ability to do so, prevent 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) unless such disposition has been approved an Independent Financial Consultant as hereinafter provided tn this Section 5.11. If the Agency, In the exercise of its powers, propose to allow such disposition, tt shall 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"Notes'-ol'--th~ rights o~-th~' Noteholde~' will not be materially Impaired by said proposed disposition, and that taxes allocated to the Agency will not be significantly diminished by the proposed disposition, the Agency may thereafter allow such disposition (pursuant to all applicable provisions of the Law). 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 Agency shall either disapprove said proposed disposition, or, tn Its discretion and as a condition precedent to its approval of said proposed disposition, declare that the requirements set forth in subsection (2) of this Section 5,11 must be imposed on any new owner or owners who acquire real property pursuant to such dispositions. The Agency shall have the sole and exclusive authority to appoint said consultant. Said consultant shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. (2) If the Agency ts not required to approve and is not otherwise able to prevent said proposed disposition pursuant to subsection (1) of this Section 5.11, the Agency may, to the extent authorized by law, nevertheless approve or otherwise allow said proposed disposition, provided that, as a condition precedent to said approval, the Agency imposes the following requirements on such new owner or owners: 27 (al Such new owner or owners shall pay to the Fiscal Agent, so long as any of the Notes 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 (bi Such payment shall be made t° 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 tn the Special Fund. Section 5.12. Sinqle Sum Payments in Lieu of Taxes. As an alterattve to payment to the Fiscal Agent pursuant to Section 5.10 A or Section 5.11, the Agency or other new owner or owners of property becoming exempt from taxation provided for in Section 5.10 A or Section 5.11 may elect to make payment to the Fiscal Agent in a single sum equal to the amount estimated by the Independent Financial Consultant to be receivable by the Agency from taxes on said property from the date of said payment to the maturity date of the Notes, 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 tn the Special Fund. Section 5.13. Tax ReVenues. The Agency shall comply with all requirements of the Law to'"tn~Ur~ff~l~cation"~nd-~ayment 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 coptes of each such filing to the Fiscal Agent. " Section 5.14. Eminent Domain. The net proceeds received by the Agency "~rom 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 Pro~ect Area the redevelopment of which was financed by the Agency through the issuance of lease revenue bonds or other lease revenue or installment sale obligations shall be deposited,-used and applied in the manner provided by the resolution authorizing the issuance of such lease revenue bonds or 6ther lease revenue or installment sale obligations. 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 Notes of the rights and benefits provided in this Resolution. Section 5.16 Arbttraqe Covenant. The Agency covenants with the Holders of all Notes at any time outstanding that it will make no use of the proceeds of the Notes which will cause any of the Notes to be 'arbitrage bonds" sub~ect 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 Notes are ~ outstanding, the Agency and the Fiscal Agent, with respect to the proceeds of "' the Notes, w111 comply with all requirements of said Section 103(c) and all regulations of the United States Oepartment of the Treasury tssued thereunder, to the extent that such requirements are, at the time. applicable and in effect. ARTICLE VI THE FISCAL AGENT Section 6.01. Appointment of Fiscal Agent. Bank of America National Trust And Savings Association at its principal corporate trust 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 o- 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'-'~-"t~-n---f-d~-the 'P0~po~s"of tht s--'Sectton the combined capital and surplus of such bane or trust company shall be deemed to be 1ts combined capital and surplus as set forth in its most recent report of condition so published. .... The Ftscai Agent may at any time resign by gtvtng written notice to the Agency and by giving to the Noteholders nottce by matllng in the same manner as required with respect to notice of redemption under Section Z.OL(d). 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 Ftscal Agent and appointment of a successor Fiscal Agent shall become effective upon acceptance of appointment by the successor Fiscal Agent. If no successor Fiscal.Agent ts appointed by the Agency within 30 days after matltng of such nottce, the resigning Fiscal Agent may petition any court of competent Jurisdiction for the appointment of a successor. Section 6.02. Liability of Agent. The recttals of facts, covenants and agreements herein and in the Notes contained shall be taken as statements, covenants and agreements of the Agency, and the Ftscal Agent assumes no responsibility for the correctness of the same, or makes any representations as to the valtdtty or sufficiency of this Resolution or of the Notes, or shall Incur any responsibility tn respect thereof, other than in connection wtth the duttes or obligations herein or tn the Notes assigned to or tmposed upon it. The Ftscal Agent shall not be liable In connection with the performance of Its -- duties hereunder, except for 1ts own negligence or willful misconduct. 3O Section 6.03. N. ice to Agent. The Fiscal Age'~ shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, warrant, Note 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 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 tn respect of any action taken or suffered by it hereunder in'good faith and in accordance therewith. The Fiscal Agent shall not be bound to recognize any person as the - Holder of & Note unless and until such Note is submitted for inspection, if required, and the Holder's tttlf thereto satisfactorily established, if disputed. " Whenever in the administration of 1ts duties under this Resolution the Fiscal 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, be deemed to be conclusively proved and established by a Written Certificate of the Agency, and such certificate shall be full warrant to the Fiscal Agent or 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 may, in lieu thereof, accept other evidence of such matter or m~y require such additional evidence as to tt may seem reasonable. Section 6.04. Compensation and Expenses. The Agency shall pay to the Fiscal Agent and to each Paying Agent from time to time reasonable compensation for all 's~r~'tces ~-~hd~ und~r-'t~-ls" Resol'utibn, also all reasonable expenses, charges, counsel fees and other disbursements, including those of 1ts attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution, and the Fiscal Agent shall have a lien therefor on any and all funds at any time held by it j-under this Resolution, which lien shall be prior and superior to the lien of the Holders of the Notes. The Agency further covenants and agrees to Indemnify and save the Fiscal Agent harmless against any claim, loss, expense, advance, and 11abilities which It may incur arising out of or in the exercise and performance of its powers and duties hereunder, Including the costs and expenses (including reasonable attorneys fees and disbursements) of defending against any claim of liability, and which are not due to its negllgence or default. The Agency further covenants and agrees to advance to the Fiscal Agent all amounts requested as the costs and expenses of such defense. Any and all special obligations of the Agency under this Section 6.04 shall be and remain valid and binding special obligations of the Agency.notwithstanding maturity and payment of the Notes. 31 · ' " ARTICLE VII , MODIFICATION OR AMENDMENT OF THE RESOLUTION Section ?.O1. Amendments Permitted. ~hts Resolution and the rights and obligations of the Agency and of the Holders of the Notes may be modified or amended at any time by a Supplemental Resolution and pursuant to the affirmative vote at a meeting of Noteholders, or with the written consent without a meeting, of the Holders of sixty percent (60~) in aggregate principal amount of the Notes then Outstanding, exclusive of Notes - disqualtfled as provided in Section 7.03. No such modification or amendment shall (1) extend the maturity of any Note 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 Note, 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 Notes (except as expressly permitted by this Resolution), or reduce the percentage of Notes 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 wrttten consent thereto. This Resolution and the rights and obligations of the Agency and of tile Holders of the Notes may also be modified or amended at any time by a Supplemental Resolution, without the consent of any Holders of the Notes, 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; and (b) with the written approval of the Fiscal Agent, to..~nake such provisions for the purpose of curing any amblgult~, or of curing, correcting or supplementing any defective' provision contained tn thls 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 Notes. Section 7.02. Noteholders' Meeting. (a) Calling Noteholders' Meeting. [f the Agency shall desire to obtain any such consent it may call a meeting of Noteholders, by resolution, for the purpose of considering the action, the consent to which is desired. (b) Notice of Meeting. Notice specifying the purpose, place, date and hour of such meeting shall be mailed, postage prepaid, to the respective registered Holders thereof at their addresses appearing on the Note registry 32 books, not less than s~Xty (60) days and not more than ninety (go) days prior to the date fixed for the meeting. Such notice shall set forth the nature of the proposed action, consent to which is desired. The place, date and hour of holding such meeting and the date or dates of mailing such notice shall be determined by the Agency, in its discretion. The actual receipt by any Noteholder of notice of any such meeting shall not be a condition precedent to the holding of such meeting, and failure to receive such notice shall not affect the validity of the proceedings thereat. .. A certificate by the Secretary of the Agency, approved by resolution of the Agency that the meeting has been called and that notice thereof has been given as herein provided shall be conclusive as against all parties and it shall not be open to any Noteholder to show that he failed to receive notice of such meeting. (c) Voting Qualifications. Any Noteholder may, prior to any such meeting, deliver his Note or Notes to any agency designated by the Agency for the purpose, and shall thereupon be entitled to receive an appropriate receipt for the Note or Notes so deposited, calling for the redelivery of such Note or Notes at any time after the meeting. The Treasurer of the Agency shall prepare and deliver to the chairman of the meeting a list of the names and addresses of the registered Holders of Notes, with a statement of the names of Noteholders so depositing their Notes and the maturities and serial numbers of the Notes so held and deposited and no Noteholder shall be entitled to vote at such meeting unless his name appears on such list or unless he shall present his Note or Notes at the meeting or a certificate of deposit thereof, satisfactory to the Agency, executed by a bank or trust company. No ~_ Noteholders shall be permitted -to-vcxte-with .respeot--to a -larger aggregate -principal amount of Notes than is set against his name on such list, unless he shall produce the Notes upon which he desires to vote, or a certificate of deposit thereof as above provided. (d) -Agency-Owned Notes. The Agency covenants that tt will present -at the meeting a certificate, signed and verified by one member of the Agency and by the Treasurer of the Agency stating the maturities and serial numbers of al! Notes owned by, or held for account of, the Agency, directly or Indirectly. No person shall be permitted at the meeting to vote or consent with respect to any Note appearing upon such certificate, or any Note which it shall be established at or prior to the meeting ts owned by the Agency, directly or indirectly, and no such Note (in this Section 7.02 referred to as "Agency-owned bonds") shall be counted in determining whether a quorum is present at the meeting, (el Quorum and Procedure. A representation of at least sixty percent (60[) in aggregate principal amount of the Notes then Outstanding (exclusive of Agency-owned Notes) shall be necessary to constitute a quorum at any meeting of Noteholders, but less than a quorum may adjourn the meeting from time to time, and the meeting may be held as so adjourned without further notice, whether such adjournment shall have been had by a quorum or less than a quorum. The Agency shall, by an instrument tn writing, appoint a temporary chairman of the meeting, and the meeting shall be organized by the election of a permanent chairman and a secretary. At any meeting each Noteholder shall be en ~'~led to one vote for every $S ~0 principal amount of Notes with respect to Which he shall be entitled to vote as aforesaid, and such vote may be given In person or by proxy duly appointed by an Instrument tn writing presented at the meeting. The Agency, by its duly authorized representative, may attend any meeting of the Noteholders, but shall not be required to do so. (fl Vote Required. At any such meeting held as aforesaid there shall be submitted for the consideration and action of the Noteholders a statement of proposed action, consent to which ts desired, and tf such action _. shall be consented to and approved by Noteholders holding at least sixty percent (60%) In aggregate amount of the Notes then outstanding (exclusive of Agency-owned Notes) the chairman and secretary of .the meeting shall so certify In writing to the Agency, and such certificate shall constitute complete evidence of consent of Noteholders under the provisions of this Resolution. A certificate signed and verified by the chairman and secretary of any such meeting shall be conclusive evidence and the only competent evidence of matters stated tn such certificate relating to proceedings taken at such meeting. (gl Hrttten Consent of Noteholders. If the Agency shall desire to obtain any such consent in writing, without a meeting of Noteholders, the Agency may, by resolution, propose the action, to which consent is desired. A copy of such resolution, together with a request to Noteholders for their consent to the action proposed therein, shall be mailed to each registered owner at the address appearing on the Note registry books. The actual receipt by any Noteholder of such resolution and request shall not affect the valJdJt-y, of--the.-proceedlngs for.the obtaining of such consent. A certificate by said Secretary, approved by resolution of the Agency, that said resolution and request has been mailed as herein provided shall be conclusive as against all parties, and it shall not be open to any Noteholder to show that he failed to receive such resolution and consent. '~- Each written consent shall be accompanied by proof of ownership of the Notes for which such consent ts given. Proof of ownership shall be made in such manner as shall be prescribed by the resolution proposing the action. Any such written consent shall be binding upon the Holder of the Notes 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 by the subsequent Holder. To be effective, any revocation of consent must be filed before the adoption of the resolution accepting consents as hereinafter provided. After the holders of at least sixty percent (60l) In aggregate principal amount of the Notes then Outstanding (exclusive of Agency-owned Notes) shall have consented tn writing, the Agency shall adopt a resolution accepting such consents and such resolution shall constitute complete evidence of the consent of Noteholders under this resolution. Section 7.03. f ~quallfted Notes. Notes ownec r held for the account of the Agency or th~ 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 Notes provided for tn 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 7.04. 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 obltgattons under this Resolution of the Agency and all Nolders of Notes Outstanding shall thereafter be determined, exercised and enforced 6ereunder subject tn 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 Noteholder, before his consent provided for in this Article VII shall be deemed effective, to reveal if the Notes as to which such consent is given are disqualified as provided in Section 7.03. Section 7.05. Endorsement or Replacement of Notes Issued After Amendments. The Agency may determine that Notes issued and delivered after the effective 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 Note Outstanding at such effective date and presentation of the applicable Note for that purpose at the office"of"th~TtSta'l 'Agent oP"a.t-~uCh'othe~ 'Office as the Agency may select and designate for that purpose, a suitable notation shall be made on such Note. The Agency may determine that new Notes, so modified as in the opinion of the Agency is necessary to conform to such Noteholders' action, shall be prepared, executed and delivered. In that case, upon demand of the ..Holder of any Notes then Outstanding, such new Notes shall be exchanged at the office of the Ftscal Agent in San Francisco, California, without cost to any Noteholder, for Notes then Outstanding, upon surrender of such Notes. o'~ ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES OF NOT£HOLDERS 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 tn the due and punctual payment of - the principal of or redemption premium (if any) on any Note when and as the same shall become due'and payable, whether at maturity as therein ~xpressed, by declaration or otherwise; (2) If default shall be made tn the due and punctual payment of any Installment of interest on any Note when and as such interest installment shall become due and payable; (3) if default shall be made by the Agency tn the observance of any of the covenants, agreements or conditions on its part in this Resolution or in the Notes 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 ~6r~'~t2a-l:TOn--~6der-th~"f~de~al 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 and 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 tn each and every such case during the contlnuance of such event of default, the Fiscal Agent, upon notice in writing to the Agency, or the Holders of not less than a majority tn aggregate principal amount of the Notes at the time Outstanding, upon notice tn writing to the Fiscal Agent and to the Agency, shall be entitled to declare the principal of all of the .Notes 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 Notes contained to the contrary notwithstanding. This provision, however, ts subject to the condition that If, at any time after the principal of the Notes shall have been so declared due and payable, and before any Judgment or decree for the payment of the moneys due shall have been obtained or entered, the Agency shall deposit with the Fiscal Agent a sum sufficient to pay all principal on the Notes matured prior to such declaration and all matured Installments of Interest (If any) upon all the Notes, with Interest at the rate of twelve percent (12[) per annum on such overdue Installments of principal, and the reasonable expenses of the Fiscal 36 · Agent, and any and all other defaults known to the Fiscal Agent (other than in the payment of principal of and interest on the Notes due and payable solely by reason of such declaration) shall have been made good or cured to the ~!_ satisfaction of the Ftscal 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 a majority in aggregate principal an~unt of the Notes then Outstanding, by written, notice to the Agency and to the Fiscal Agent; may, on behalf of the Holders of all of the Notes, 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 4.04 to 4.06, inclusive, upon the date of the declaration of acceleration as provided in Sectton 8.01, and all sums thereafter received by the Fiscal Agent hereunder, shall be applted by the Fiscal Agent in the order following upon presentation of the several Notes and coupons, and the stamping thereon of the payment if only partially patd, or upon the surrender thereof tf fully paid: First, to the payment of the fees, costs and expenses of the Fiscal Agent and of the Noteholders in declaring such event of default, including reasonable compensation to its or their'agents, attorneys and counsel; Second, in case the principal of the Notes shall not have become due and , payable, to the payment of the interest in default in the order of the .L_ maturity of the lnstallments'~f-~ -lnterest,"Wlt~-ihterest"'O~'the overdue - installments at the rate of twelve percent (12~) 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, tn case the principal of the Notes shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon the Notes for principal and interest, with interest on the overdue principal and installments of interest at the rate of twelve percent (12%) 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 Notes, 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. Section 8.03. Other Remedies of Noteholders. Any Noteholder shall have the right, for the equal benefit and protection of all Noteholders similarly situated- (l) 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 37 Resolution and in the Notes, 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, ac'tton or proceeding tn equity, to enjoin any acts or things which are unlawful, or the violation of any of the Noteholders' rtghts;-or - (3) upon the happening of any event of default (as defined In - Section 8.01), by suit, action or proceeding tn any court of competent ~urisdtctt.on, to require the Agency and its members and employees to adcount 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 Notes, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay the principal of and interest on the Notes to the respective Holders of the Notes at the respective dates of maturity, as herein provided, or affect or impair the right of action, which ts also absolute and unconditional, of the Holders to institute suit to enforce such payment by virtue of the contract: embodied in the Notes. - A waiver of any default by any Noteholder 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 Notes to, exercise any right or power accruing upon any default shall Impair any such right or power or shall be construed*--to--'be-~--waiver--of -any such'-default or an acquiescence therein, and every power and remedy 'conferred upon the Noteholders 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 Notes. If a suit, action or proceeding to enforce any right Or exercise any remedy be abandoned or determined adversely to the Noteholders, the Agency and the Noteholders 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 Notes 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 Notes similarly situated and the Fiscal Agent is hereby appointed (and the successive respective Holders of the Notes Issued hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed It) the true and lawful attorney-in-fact of the respective Holders of the Notes 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 Notes as a class or classes, as may be necessary or advisable tn the opinion of the Fiscal Agent as such attorney-in-fact. Section S.06. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Holders of Notes is tntended to be exclustve of~ any other remedy. Every such remedy shall be cumulative and sha]! be in addttton to every other remedy given hereunder or no.~ or hereafter existing, ~t ~w or tn equity or by statute or otherwise. &nd may be exercised without exhausting ~nd without regard to ~ny other remedy conferred by the L&~ or any other la~. · MISCELLANEOUS r-- (-- Section 9.01. 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, and the Nolders of the Notes, 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 Notes and the Fiscal Agent. -- Section 9.0~. Successor is Deemed Included' in All References to Predecessor. Whenever in this Resolution or any Supplemental Resolution either the Agency or the Fiscal 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 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 Notes Outstanding in any one or more of the following ways' (1) by well and truly paying or causing to be paid the principal of and interest on all Notes Outstanding, as and when the same become due and payable: _/_ (2) by depostting..wi.th~he_£tscal .Ag~n~,._lq. trust, at or before-'. .... maturity, money which, together with the amounts the6' On deposit in the funds and accounts provided for in Sections 3.03, 4.02, and 4.04 to ¢.06, inclusive, is fully sufficient to pay all Notes 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 tn Section 3.03, 4,02 and 4.04 to 4.06, inclusive, be fully . sufficient to pay and discharge the Indebtedness on all Notes (including all principal, interest and redemption premiums) at or before their respective maturity dates; and tf such Notes 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 gtvlng of such notice, then, at the electlon of the Agency, and notwithstanding that any.Notes shall not have been surrendered for payment, the pledge of the Tax Revenues and other funds provided for tn this 'Resolution and all other obligations of the Agency under this Resolution with respect to all Notes Outstanding shall cease and terminate, except only the obligation of the Agency to pay or cause to be paid to the Holders of the Notes not so 40 surrendered and paid all sums due thereon; and thereafter Tax Revenues shall · --_ not be payab)e to the Fiscal Agent. Notice of such election shall be filed with the Fiscal Agent. Any funds held by the Fiscal Agent, at the time of receipt by the Fiscal _ Agent of such notice from the Agency, which are not required for the purpose above mentioned, shall be paid over to the Agency. Anything in this Resolution to the contrary notwithstanding, any moneys - held by the Fiscal Agent $n trust for the payment and. discharge of any of the Notes which remain unclaimed for ftve (5) years after the date when such Notes have become due and payable, etther at their stated maturity dates or by call for earl ter redemption, if such moneys were held by the Fiscal Agent at such date, or for five (Si years after the date of deposit of such moneys tf deposited with the Fiscal Agent after the date when such Notes become due and payable, shall, at the Nritten Request of the Agency be repaid by the Fiscal Agent to the Agency, as Its absolute property and free from trust, and the Fiscal Agent shall thereupon be released and discharged with respect thereto and the Noteholders shall look only to the Agency for the payment '~f such Notes. Section 9.04. Execution of Oocuments and Proof of Ownership by Noteholders. Any request, declaration or other instrument which this Resolution may require or permit to be executed by Noteholders may be in one or more Instrume. nts of similar tenor, and shall be executed by Noteholders in person or by their attorneys appointed in writing. Except as otherwise herein expressly p~vi~,-~h~'~act'-~n-d-'date of the execution by any Noteholder 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. The ownership of Notes 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 Note shall bind all future Holders of such Note in respect of anything 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 Notes; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. 41 · Section 9.06. Destruction of Cancelled Notes. ~henever tn this Resolution provision ts made for the surrender to the Agency of any Notes which have been paid or cancelled pursuant to the provisions of this ~- Resolution, a certificate of destruction duly executed by the Fiscal Agent shall be deemed to be the equivalent of the surrender of such cancelled Notes 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 Notes therein referred to .... Section 9.07. Notices and Demands on Agency. Any notice or demand 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 m~y be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Agency with the Fiscal Agent) as follows: Secretary, Redevelopment Agency of the City of South San Francisco, City Nail, P. O. Box 711, South San Francisco, California 94080. Section 9.08. 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 Notes 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 ~udgment of any court, the Fiscal Agent Js .[ender_ed_unable to .per[orm its dutl_es hereunder, .L_ ali 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 Noteholders. The Agency covenants for the direct benefit of the Noteholders 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 Notes. Section 9.09. Effectlve Oate of Resolution. This Resolution shall take effect from and after the date of its passage and adoption. I hereby certify the foregoing to be a true copy of a resolution adopted by the Redevelopment Agency of the City of South San Francisco, California, at a regular meeting thereof duly held on the 8th day of May, 1985, by t~e following vote, to wit: AYES: Chairman Richard A. Haffey, Vice Chairperson Roberta Teglia, Member Mark Addiego, Member Emanuele Damonte, Member Gus Nicolopulos NOES: None ABSENT: None ATTEST: /s/ C. Walter Birkelo Secretary Redevelopment Agency of the City of South San Francisco Approved: /s/ Richard A. Haffey Richard A. Halley, Chairman -43- REDEVELOi~ AC~EN~"Y June 4, 1985 Ms. Karen Lee Jones, Hall, Hill & White Four Embacadero Center - Suite 1950 San Francisco, CA 94111 Dear Ms. Lee: As you requested, this is to certify that Resolution #57 was adopted by the Redevelopment Agency of the City of South San Francisco on May 8, 1985. The Resolution is entitled "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO AUTHORIZING THE ISSUANCE OF $7,000,000 PRINCIPAL AMOUNT OF REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO GATEWAY REDEVELOPMENT PROJECT 1985 TAX ALLOCATION REFUNDING NOTES. Said resolution was adopted by the following vote: Ayes: Chairman Richard A, Haffey, Vice Chairperson Roberta Cerri Teglia, Member Mark N. Addiego, Member Emanuele N. Damonte, Member Gus Nicolopulos Noes: None' Absent: None C. Walter Birkelo Executive Director/Secretary ad 4oQ GRAND AVENUE - P. O. BnX 711 -- 940B3 I hereby certify the foregoing to be a true copy of a resolution adopted by the Redevelopment Agency of the City of South San Francisco, California, at a regular meeting thereof duly held on the 8th day of May, 1985, by the following vote, to wit: AYES: Chairman Richard A. Haffey, Vice Chairperson Roberta Teglia, Member Mark Addie§o, Member Emanuele Damonte, Member Gus Nicolopulos NOES: None ABSENT: None ATTEST: /s/ C. Walter Birkelo Secretary Redevelopment Agency of the City of South San Francisco Approved: /s/ Richard A. Haffey Richard A. Haffey, Chairman -43-