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1972/02/22 Rohnert Park Civic Commission Resolution (2)WJML :RFR :ldw 2/18/72 RESOLUTION NO. //) A RESOLUTION AUTHORIZING THE ISSUANCE OF BUILDING BONDS OF 1972, FIXING THE TERMS THEREOF, AND PROVIDING COVENANTS FOR THEIR PROTECTION ROHNERT PARK CIVIC COMMISSION SONOMA COUNTY, CALIFORNIA $210,000 BUILDING BONDS OF 1972 RESOLVED, by the Board of Commissioners of the Rohnert Park Civic Commission, Sonoma County, California, that: WHEREAS, the Rohnert Park Civic Commission has been created pursuant to an agreement denominated, "Joint Powers Agreement To Create Rohnert Park Civic Commission To Exercise Common Power Of City Of Rohnert Park And Rohnert Park District To Acquire, Construct, Improve, Maintain And Operate Buildings, Structures And Facilities, Including Lands Necessary Therefor, For Public Purposes ", as amended, entered into by the City of Rohnert Park and the Rohnert Park District, and said Commission proposes herein to provide for the issuance of its bonds to finance the acquiring, constructing and improving of- certain Project and that the bonds shall be paid from rentals to be derived from a Lease of the Project to said City and said District. NOW, THEREFORE, IT IS HEREBY DETERMINED and ORDERED, as follows: PART I - DEFINITIONS 1.01 General. As used in this Indenture, the terms herein have the meanings provided in this Part. (a) Act means Article I (commencing with Section 6500), Chapter 5, Division 7, Title 1, of the Government Code of the State of California. (b) Additional Bonds means any additional bonds or other evidences of indebtedness payable from the Revenues, hereafter issued pursuant to Part 8 hereof. (c) Agreement means the "Joint Powers Agreement To Create Rohnert Park Civic Commission To Exercise Common Power Of City of Rohnert Park and Rohnert Park District To Acquire, Construct, Improve, Maintain And Operate Buildings, Structures, And Facilities, Including Lands Necessary Therefor, For Public Purposes ", as amended, entered into by the City and the District. (d) Board of Commissioners or Board means the Board of Commissioners of the Commission. (e) Bondholder or Holder of Bonds means the holder of a bearer bond or the registered owner of a registered bond. (f) Bond Law means Article II (commencing with Section 6540), Chapter 5, Division 7, Title 1, of the Government Code of the State of California. (g) Bonds or bonds means bonds issued and outstanding pursuant hereto, including the $210,000 principal amount Rohnert Park Civic Commission Building Bonds of 1972, herein authorized to be issued, and any Additional Bonds hereafter authorized to be issued. (h) Building Bonds of 1972 means the $210,000 princi- pal amount Rohnert Park Civic Commission Building Bonds of 1972, herein authorized to be issued for the financing of the Project. (i) Chairman means the Chairman of the Board of Com- missioners of the Commission. (j) City means the City of Rohnert Park, California, (k) Commission means the Rohnert Park Civic Commission created pursuant to the Agreement. (1) District means the Rohnert Park District, Sonoma County, California. (m) Improve means to reconstruct, replace, extend, repair, better, equip, embellish or otherwise improve. (n) Indenture means this Resolution and any resolution supplemental to or amendatory hereof. (o) Lease means the "Lease Agreement" entered into by the Commission, City and District, providing for the leasing of the Project by the Commission to the City and the District, including any amendments thereto. (p) Maximum Annual Debt Service means the maximum annual aggregate of principal of and interest on the Bonds to accrue during the term hereof. (q) Project means the public building, and all facili- ties appurtenant thereto or provided therefor, to be financed by Bonds issued pursuant to the Bond Law, as herein provided. (r) Revenues means all rental and other income derived by the Commission as lessor under the Lease, all rental and other income derived by the Commission from the Project in the event the Commission operates the Project on the default of the City or the District under the Lease, any interest and income derived from the investment of the funds herein pro- vided, except the Construction Fund, and all rentals and other income of any type or nature derived by the Commission as lessor or otherwise from improvements, extensions, better- ments or additions to the Project. (s) Secretary means the Secretary of the Commission and of its Board of Commissioners. (t) Treasurer means the Treasurer of the Commission. PART 2 - GENERAL PROVISIONS 2,01 Bond Law. The proceedings have been conducted and the Bonds are being issued pursuant to the Bond Law. 2002 Conditions Precedent. All acts, conditions and things required by law to exist, happen and be performed precedent to and in the issuance of said Bonds have existed, have happened and have been performed in due time, form and manner as required by law, and the Commission is now authorized, pursuant to each and every require- ment of law, to issue bonds in the manner and form as provided herein, 2003 Public Interest. The public interest, economy and gen- eral welfare will be served by the acquisition, construction, im- proving and financing of the Project, including all expenses incidental thereto or connected therewith, and the issuance of Bonds therefor, as herein provided. 2004 Purpose. Bonds shall be issued pursuant hereto for the purpose of financing the acquisition, construction and improving of the Project, including all expenses incidental thereto or connected therewith. 2005 Legality. If any section, subsection, sentence, clause or phrase of this Indenture be for any reason held to be unconstitu- tional, unenforceable, or invalid, such decision shall not affect the validity of the remaining portions hereof. The Board hereby declares that it would have passed this Indenture and each section, subsection, sentence, clause or phrase hereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared to be unconstitutional, unenforceable or invalid. PART 3 - ISSUE, DENOMINATIONS AND INTEREST AND PROVISIONS OF BUILDING BONDS 3,01 Issue. Bonds in the aggregate principal amount of $210,000 shall be issued, shall be dated March 1, 1972, shall be designated, "Rohnert Park Civic Commission Building Bonds of 1972 ", herein referred to as "Building Bonds of 1972 ", shall be negotiable in form and of the character known as serial, shall be of the denomination of $5,000 each, shall be numbered from "1" consecutively in order of maturity, and shall mature on March 1 in each of the years and amounts, as follows: Principal Amount Year $ 5,000 10,000 10,000 10,000 10,000 15,000 15,000 1973 1974 1975 1976 1977 1978 1979 Principal Amount Year $15,000 1980 15,000 1981 20,000 1982 20,000 1983 20,000 1984 20,000 1985 25,000 1986 3002 Interest° The Building Bonds of 1972 shall bear interest from their date until paid at the rate of not to exceed seven percent (7%) per annum. Said interest shall be payable semiannually on the 1st day of September and March of each year to the date of maturity. Attached to each such bond shall be interest coupons payable at the times the respective interest payments thereon become due and for the amounts thereof, as determined from the accepted bid for the purchase thereof. 3003 Interest After Maturity. If, upon presentation at maturity, or if redeemable and duly called for redemption, payment of the Building Bonds of 1972, or of any interest coupons thereon, is not made in full accordance with the terms of this Indenture, said bonds or coupons, or both, shall continue to bear interest at the rate therein stated until paid in full. 3,014 Where Payable. The principal and interest on the Building Bonds of 1972 shall be payable in lawful money of the United States of America at the Exchange Bank, Main Office, Santa Rosa, California, the Fiscal Agent of the Commission, or at any other bank or trust company designated by said Fiscal Agent in the cities of Los Angeles, California, New York, New York, and /or Chicago, Illinois. 3005 Callable Bonds. Bonds maturing by their terms on or before March 1, 1981, shall not be subject to call prior to their fixed maturity date. Bonds maturing on or after March 1, 1982, shall, by their terms, be subject to call and redemption, at the option of the Commission, as a whole or in part, in inverse numerical order, on March 1, 1981 (but not prior thereto), or on any interest payment date thereafter and prior to their maturity date or dates at the principal amount thereof and accrued interest thereon to the date of redemption, plus a redemption premium equal to one -half of one percent (1/2 of 1%) for each whole twelve (12) months, and for any remaining fraction of a twelve (12) month period from the date fixed for redemption to the maturity date of the Bonds; provided, however, that in no event shall the premium paid on prior redemption of any Bond exceed five percent (5 %) of the principal amount thereof. In addition, in the event of loss of, substantial damage to or condemnation of the whole or any substantial part of the Project, so as to render it unusable, all or any part of the Bonds at that time outstanding, may, at the option of the Commission, be called and redeemed prior to maturity on any succeeding interest payment date, at a redemption price equal to the principal amount thereof and accrued interest to the date of redemption, plus the applicable premium set forth in the preceding paragraph, but only from the moneys provided in Sections 9006 and 9007 hereof. If less than all the Bonds are called under this paragraph, a principal amount in each maturity to be called shall be determined so that approximately equal annual debt service will prevail. Bonds within each maturity shall be called in inverse numerical order. 3006 Form of Bonds and Coupons. The form of the Building Bonds of 1972, and of the interest coupons which shall be attached thereto at the time of their issuance, and the form of endorsement for registration, shall be substantially as provided in Exhibit HA" hereto attached and made a part hereof. 3007 Proceeds of Building Bonds of 1972. Forthwith, upon the receipt of the proceeds of the Building Bonds of 1972, the Treasurer shall pay to the Fiscal Agent: (a) 1972 Building Bond Fund. The accrued interest and premium, if any, and such sum which when added thereto equals the interest on the Building Bonds of 1972, as de- termined from the accepted bid therefor, from their date until September 1, 1974', for deposit in the 1972 Building Bond Fund. 'L (b) Reserve Fund. A sum equal to one -half of the - maximum annual debt service on the Building Bonds of 1972, for deposit in the Reserve Fund. The remaining balance of said proceeds shall be deposited in the 1972 Building Construction Fund created pursuant to Section 7005 hereof. PART 4 - PROCEDURE FOR CALL OF BONDS 4>O1 Notice of Redemption. At least thirty (30) days prior to the day of call on any Bonds, notice of redemption shall be pub- lished once in a financial paper published in San Francisco or New York and such notice shall be mailed by registered mail to the last known Holder or Holders of any bearer Bonds so called, and to the registered owner or owners of registered Bonds. No interest shall accrue on said Bonds called for redemption or on any interest coupons thereon after the redemption date specified in said notice. 4.02 Form of Notice. The notice of redemption shall: (a) State the redemption date; (b) State the redemption price; (c) State the numbers and dates of maturity of the Bonds to be redeemed; provided, however, that whenever any call includes all of the Bonds of a maturity the numbers of the Bonds of such maturity need not be stated; (d) Require that such Bonds be surrendered with all interest coupons maturing subsequent to the redemption date (except that no coupons need be surrendered on Bonds regis- tered as to both principal and interest) at the office of the Fiscal Agent; (e) Require that Bonds which at the time of call are registered so as to be payable otherwise than to bearer shall be accompanied by appropriate instruments of assignment to the Commission duly executed; (f) Give notice that further interest on such Bonds will not accrue after the designated redemption date. 4003 Receipt of Notice Unnecessary. The actual receipt by the Holder of any Bond of notice of such redemption shall not be a condition precedent to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the re- demption of such Bonds or the cessation of interest on the date fixed for redemption. 4014 Certificate of Notice Conclusive. A certificate by the Treasurer that notice of call and redemption has been given to owners of Bonds as herein provided shall be conclusive as against all parties, and no Bondholder whose Bond is called for redemption may object thereto or object to the cessation of interest on the redemption date fixed by any claim or showing that he failed to actually receive such notice of call and redemption. 4.05 Redemption Fund. Prior to the time the Board determines to call and redeem any of the Bonds, the Treasurer shall establish with the Fiscal. Agent a redemption fund to be described and known as Building Bond Redemption Fund, herein called Redemption Fund. Prior to the publication of the notice of a redemption, there must be set aside in said redemption fund moneys available for the purpose and sufficient to redeem, at the premiums payable as herein provided, the Bonds designated in such notice of redemption. (a) Use of Funds. Said moneys must be set aside in said fund solely for that purpose and shall be applied on or after the redemption date to payment for the Bonds to be redeemed upon presentation and surrender of such Bonds and if not registered all interest coupons maturing after the redemption date shall be used only for that purpose. (b) Coupons Due. Any interest coupon due on or prior to the redemption date shall be paid from the applicable bond fund herein or hereunder created upon presentation and sur- render thereof. (c) Coupons Not Due. Each unregistered Bond pre- sented shall have attached thereto or presented therewith all interest coupons maturing after the redemption date. (d) Retransfers> If after all of the Bonds have been redeemed and canceled or paid and canceled, there are moneys remaining in said Redemption Fund, said moneys shall be trans- ferred to the Revenue Fund; provided, however, that if said moneys are part of the proceeds of Additional Bonds issued for the purpose of funding or of refunding Bonds, said moneys shall be transferred to the fund created for the payment of principal of and interest on the Bonds funded or refunded. 4.06 Effect of Notice of Redemption. When notice of re- demption has been given substantially as provided in Sections 4.01 and 4.02, and when the amount necessary for the redemption of the Bonds called for redemption is set aside for that purpose in the Redemption Fund, as provided in Section 4.05 hereof, the Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof, and, upon presentation and surrender of said Bonds and if not registered, all interest coupons maturing after the redemption date, to the Fiscal Agent, and if any of said Bonds be registered, upon the appropriate assignment thereof, such Bonds shall be redeemed and paid at said redemption price out of the Redemption Fund. (a) Interest Terminates. No interest will accrue on such Bonds called for redemption or on any interest coupons thereon after the redemption date specified in such notice, and the Holders of said Bonds so called for redemption after such redemption date shall look for the payment of such Bonds and the premium thereon only to said Redemption Fund. All Bonds redeemed and all interest coupons thereon shall be canceled forthwith by the Fiscal Agent and shall not be reissued. (b) Matured Coupons Payable. All interest coupons pertaining to any redeemed Bonds, which coupons have matured on or prior to the time fixed for redemption, shall continue to be payable to the respective Holders thereof, but without interest thereon. All unpaid interest payable at or prior to the date fixed for redemption upon Bonds registered in such manner that the interest is payable only to the regis- tered owners shall continue to be payable to the respective registered owners of such Bonds, or their order, but without interest thereon. 4.07 Purchase of Bonds. The Commission may, from time to time, purchase in the open market any or all of the Bonds at prices offered, at or below the sum required to be paid in the event of redemption by call. All Bonds purchased or called shall be canceled and shall not again be reinstated. PART 5 - REGISTRATION 5.01 Registration. Any Bond is subject to registration either as to principal and interest or as to principal only, upon written request of the Bondholder and presentation of the Bond to the Fiscal Agent for registration. 5.02 Principal and Interest. Upon presentation and request for registration as to principal and interest, the Fiscal Agent shall cut off the coupons. It shall maintain a book in which it shall enter the numbers of all registered Bonds and the names and addresses of the owners of registered Bonds. Until such regis- tration is canceled as herein provided, the interest and principal thereof shall be payable only to the registered owner. There shall be provided on the back of each Bond a suitable blank showing the name of the registered owner, the date of registration or transfer, the type of registration, the date of any cancellation thereof, and the signature of the Fiscal Agent. 5.03 Principal Only. The Bonds may be registered as to principal only. When Bonds are registered as to principal only, a notation shall be made to that effect in the registration book and on the Bond. The coupons shall not be detached and the interest on such Bonds shall be paid upon presentation of such coupons in the same manner as unregistered Bonds. Principal, however, shall be paid only to the registered owner upon presen- tation of such Bond. 5.04 Deregistration. The registration of any unmatured Bond may be canceled upon written request of the registered owner. Upon receipt of such request, the Fiscal Agent shall cancel the registration in the Bond registry book and on the back of the Bond, cause all unmatured coupons to be reattached to the Bond, and deliver the Bond and attached coupons to the owner. Until such Bond is reregistered, the principal thereof shall be payable to bearer, and the interest shall again be paid upon surrender of proper coupons. The cost of reprinting the coupons shall be paid by the person requesting deregistration. -7- 5.05 Reregistration. Deregistered Bonds are subject to re- registration in the same manner as previously unregistered Bonds. PART 6 - NATURE, EXECUTION AND DELIVERY OF BONDS 6.01 Source of Payment. The Bonds shall recite that they are payable solely from the Revenues. 6.02 Bonds Not A Debt. The Bonds and interest thereon shall not be a debt of the Commission, nor a charge, lien or encumbrance, legal or equitable, upon any of its property or upon any of its income or receipts or revenues, other than the Revenues. 60o3 Credit Not Encumbered. No recourse shall be had for the payment of the Bonds, or of the interest thereon, or any part thereof, - against the General Fund of the Commission, nor shall its credit be deemed to be pledged thereto, and the Holders of the Bonds, or the coupons thereon, shall never have the right to compel the forfeiture of any of the property of the Commission for the payment of the Bonds or the interest thereon. 60014 Bonds A Special Obligation. The Bonds shall be a special obligation of the Commission and shall be payable from and secured by a lien upon the Revenues as herein provided. 6.o5 No City or District Liability. The Bonds issued here- under shall not constitute a debt, liability or obligation of the City or the District, nor a charge, lien or encumbrance, legal or equitable, upon their respective property or upon any of their respective income or receipts or revenues, and no recourse shall be had for the payment of the Bonds, or of the interest thereon or any part thereof, against the General Fund of the City or of the District, nor .shall their respective credit or taxing powers be deemed pledged thereto, and the Holders of the Bonds or of the coupons thereon, shall never have the right to compel the exercise of the taxing power of the City or the District or the forfeiture of any of their respective property for the payment of the Bonds or the interest thereon. 6.o6 Negotiable Instruments. The Bonds are negotiable instru- ments and title thereto, unless registered, shall pass by physical delivery thereof, The Holders of the Bonds shall have all of the rights possessed by holders of negotiable instruments payable to bearer. 6007 Execution of Bonds. When the Bonds have been prepared in accordance with this Indenture, they shall be executed on behalf of the Commission and under its official seal by the Chairman by his printed, engraved or lithographed facsimile signature and counter- signed by the manual signature of the Treasurer who shall affix thereto the corporate seal of the Commission, and the interest coupons shall be executed and authenticated by the printed, engraved or litho- graphed facsimile signature of the Treasurer who by such signature shall ratify the execution of the same. The seal of the Commission may be affixed to the Bonds by a printed, lithographed or other re- production thereof. 6.o8 Continuing Validity of Signatures. If any officer whose signature or countersignature appears on the Bonds or coupons ceases to be such officer before the delivery of the Bonds to the purchaser, his signature or countersignature is nevertheless as valid and sufficient for all purposes as if he had remained in office. 6.09 Delivery of Bonds. The Bonds shall be delivered to the purchasers thereof. The Commission shall deliver the Bonds upon receipt of the purchase price and shall credit the proceeds to the special fund and account for the payment of the cost of the Project, as provided herein, but the purchasers shall not be required to see to the proper application thereof. 6010 Transcript. The Secretary is hereby authorized to prepare and furnish to the purchasers of the Bonds issued hereunder and attorneys examining the same a complete set of certified copies of all ordinances, resolutions and documents of the Commission relating to the Project and to the issuance of the Bonds and of all other proceedings and records of the Board showing the right, power and authority to issue the Bonds and to provide the security thereof, and such certified copies and certificates shall be deemed represen- tations of the Board as to all facts stated therein. 6.11 Record of Bonds. The Fiscal Agent shall keep a record of the names of the purchasers of the Bonds and of all successive Holders of the Bonds issued hereunder insofar as such information is furnished to it. 6.12 Lost, Destroyed, Mutilated and Defaced Bonds. When a bond is lost, destroyed, mutilated or defaced, the Commission shall issue a duplicate if (a) It appears by clear and unequivocal proof that the bond is so mutilated or defaced as to impair its value to the owner or that the bond is lost or destroyed; (b) There is no bad faith on the part of the owner; (c) The bond is identifiable by number and descrip- tion if it is a mutilated or defaced bond; (d) The owner gives security approved by the Com- mission to indemnify the Commission against any loss incurred on account of the bond; (e) The owner pays all cost of the issuance of the duplicate bond; and (f) The regulations, if any, including restrictions as to time and retention for security or otherwise, prescribed by the Commission, are met. 6013 Duplicate Bonds. The owner of a bond desiring a dupli- cate shall make wriEten application to the Commission, and shall ac- company his application with the deposit of money required by the Commission for the cost of the issuance of the duplicate and any security required to indemnify the Commission for any claim upon the original bond. Upon receipt of the application, the Board shall adopt a resolution: (a) Stating the receipt of the application; (b) Stating the compliance with the conditions pre- scribed by Section 6.12 of this Part; and (c) Directing the officer in charge of preparing the original bond to cause a duplicate to be issued. The duplicate bond shall be signed by the same officers and as nearly as possible shall be issued in the manner of the origi- nal. The duplicate bond shall have the same time to run, bear like interest, and have the same number as the original. The duplicate shall have the validity of the original. A duplicate shall not be issued for a defaced or muti- lated bond unless such bond with any coupons attached is identifiable and is first surrendered by the owner. PART 7 - PLEDGE OF REVENUES AND FUNDS 7.01 Pledge of Revenues. All of the Revenues are pledged to pay the principal of and interest on the Bonds. 7.02 First Lien on Revenues. The sums required to meet the payment of interest on and principal of the Bonds shall be secured by a first and prior lien upon and pledge of all of the Revenues, and such Revenues may only be used as provided herein. 7.03 Revenues A Trust Fund. The Revenues shall constitute a trust fund for the security and payment of the Bonds. 7.04 Equal Parity. All of the Bonds shall be equally and ratably secured without preference or priority by reason of number, date, date of sale, or of execution or of delivery of the Bonds, by said lien upon the Revenues in accordance with this Indenture. Said lien shall be prior and paramount to any and all other claims and obligations that have arisen or may arise or be incurred against the Revenues, except as herein provided. 7.05 Construction Fund. There is hereby created a special fund to be designated 1'1972 Building Construction Fund ", herein called "Construction Fund ", which shall be maintained by the Treasurer during the term of the Bonds as a separate account, distinct from all other funds of the Commission. The proceeds of the Bonds, other than the portions thereof to be deposited in the 1972 Building Bond Fund or other bond fund created by a supplemental resolution providing for the issuance of Additional Bonds, and to be deposited into the Reserve Fund, shall be deposited in said Fund and shall be expended, as follows: (a) Acquisition Costs. The cost of acquiring any lands or interest therein for the Project, including for restoration thereof or improvement thereto, for which contracts have been or shall be made, or any interlocutory decree in eminent domain had and taken, shall be paid to the persons entitled thereto, and as provided in the Agreement and the Lease. -10- (b) Construction Costs. The costs of construction for the Project, including for restoration thereof or im- provement thereto, under contracts for construction work, shall be paid to persons entitled thereto, on certificates of an engineer or architect as to the work completed sub- stantially in accordance with the plans and specifications approved by the Board therefor and as said certificates are approved by it, or to the appropriate fund to be reimbursed therefor, and as provided in the Agreement and the Lease. (c) Incidental Expenses. The incidental expenses of the Project, including, but not limited to, engineering, inspection, legal and fiscal fees and costs of authorizing and issuing bonds, as approved by the Board, shall be paid to those persons entitled thereto or to the appropriate fund to be reimbursed therefor, and as provided in the Agreement and the Lease. Moneys received pursuant to Sections 9006 and 9.07 of Part 9 hereof for the improvement, extension, repair and restoration of the Project shall be deposited in the Construction Fund and be expended as herein and in the Agreement and the Lease provided. Moneys received from any other source whatsoever by the Commission for the acquisition, construction and improving of the Project, shall also be deposited in the Construction Fund and be expended as herein provided. On completion of the Project, or of improvements thereto, as certified by an engineer or architect, moneys in the Construction Fund not required therefor may be transferred to the Revenue Fund. 7,06 Revenue Fund. There is hereby created the Building Revnue Fund, herein called "Revenue Fund ", which shall be maintained and operated by the Treasurer as a separate account, distinct from all other funds of the Commission, into which shall be paid on receipt thereof, the Revenues. While the Bonds are outstanding or any interest thereon is unpaid, said Fund shall be administered and disbursements made in the manner and in the order progressively set forth in Sections 7.07 through 7.10 hereof. 7.07 1972 Building Bond Fund. There is hereby created a special fund designated, "1972 Building Bond Fund ", which shall be maintained and operated by the Fiscal Agent as a separate account distinct from all other funds of the Commission, to cover the pay- ment of the principal of and interest on the Building Bonds of 1972, and in which shall be made the deposit provided in Section 3.07(a) hereof. (a) Commencing on September 1, 1972, and semiannually thereafter on the first days of March and September, the Treasurer shall pay from the Revenue Fund to the Fiscal Agent for deposit in the 1972 Building Bond Fund the amount necessary to pay the next maturing installment of interest on the Building Bonds of 1972. (b) On September 1, 1972, the Treasurer shall pay from the Revenue Fund to the Fiscal Agent for deposit in the 1972 Building Bond Fund the amount necessary to pay the next maturing installment of principal on the Building Bonds of 1972, and semi- annually thereafter on the first days of March and September, one -half (1/2) of such amount. All moneys in the 1972 Building Bond Fund shall be used and withdrawn solely for the purpose of paying the principal of and interest on the Building Bonds of 1972 as the same shall become due and payable. After full payment of the said Bonds and interest thereon, any balance in the Fund shall be returned to the Revenue Fund. Supplemental resolutions providing for the issuance of Additional Bonds pursuant to Part 8 hereof shall create additional bond funds for the payment thereof, which said funds shall be on a parity with the 1972 Building Bond Fund herein created and with each other 7008 Reserve Fund. There is hereby created a special fund designated, "1972 Building Bond Reserve Fund ", herein called "Reserve Fund ", which shall be maintained by the Fiscal Agent, as a separate account distinct from all other funds of the Commission, to further secure the payment of the principal of and interest on the Bonds,and in which shall -be made the deposit provided for in Section 3 >07(b) and the deposits required by Section 8,05. There shall, as long as Bonds are outstanding hereunder, and except as otherwise herein provided, be maintained in the Reserve Fund at all times a sum equal to one -half maximum annual debt service on the Bonds, and whenever any moneys are withdrawn therefrom to pay the principal of and interest on the Bonds, the amount so withdrawn shall be restored from the first available funds in the Revenue Fund until there has been restored therein the gross amount herein pro- vided therefor. The moneys in the Reserve Fund shall be used solely for the purpose of paying the principal of and interest on the Bonds in the event that the moneys in the funds from which the Bonds are to be paid are insufficient therefor, and for such purpose may be with- drawn and transferred to such funds. Moneys in the Reserve Fund in excess of one -half maximum annual debt service shall be transferred to the Revenue Fund. The moneys in the Reserve Fund may be transferred to the funds from which the Bonds are to be paid at the times and for the purposes necessary to pay the last remaining installments of principal of and interest on the Bonds, or any series thereof, subject to the requirements hereunder of any remaining series. 7.09 Administration, Operation and Maintenance Funds. From the funds remaining in the Revenue Fund, the Treasurer shall pay. (a) All expenses of the Commission incident to its interest in the Project and the financing and administration thereof, not otherwise paid from the proceeds of the Bonds or from other funds of the Commission, and for which Ad- ditional Rent is payable under the Lease. -12- (b) The expenses of operation and maintenance of the Project in the event the Commission shall operate the Project by reason of any default of the Lessees thereof. 7.10 Surplus Funds. The funds remaining in the Revenue Fund after the transfers therefrom herein provided, beginning on the second day of September, 1972, and on the second days of September and March thereafter, in each year, subject to a minimum of $2,500, may be considered surplus funds and be used, as follows: (a) To improve the Project; (b) To pay the principal, interest and premiums of bonds called prior to maturity; (c) To pay the principal, interest and premiums of bonds purchased in the open market at prices offered at or below the sum required to be paid in the event of redemption by call; and (d) To be credited on the next succeeding Base Rent payment of the Lessees under the Lease. 7.11 Investment of Funds. All moneys not then required in any fund herein provided shall, whenever practicable, be invested in authorized negotiable direct obligations of the United States of America or deposited in banks which are members of the San Francisco Clearing House Association in interest bearing accounts, interest bearing deposits or certificates of deposit, said obligations, accounts and deposits to mature or be withdrawable on or prior to the date when such moneys will be required for the purposes herein provided. Excepting the Construction Fund, any income or interest on said moneys, including moneys in funds maintained by the Fiscal Agent, unless required to maintain at the level herein provided the fund in which said moneys are deposited, shall during the period prior to the completion of the Project be deposited in the Construc- tion Fund, and, thereafter, shall be deposited in the Revenue Fund, PART 8 - ADDITIONAL BONDS 8.01 Additional Bonds. No additional bonds shall be issued or other obligations incurred which shall be payable from the Revenues and constitute a lien thereon which shall have priority over the then outstanding bonds. The Commission may by supplemental resolution issue Additional Bonds payable as to principal and in- terest from the Revenues on a parity with the then outstanding Bonds for the purpose of completing the acquisition, construction, im- proving and financing of the Project, for the purpose of acquiring, constructing, improving and financing additions, betterments, ex- tensions and improvements to the Project, and for the purpose of funding or refunding outstanding Bonds, or for any combination of such purposes, subject to the'conditions provided in this Part, 8.02 Default. The Commission shall not at the time of the issuance of such Additional Bonds be in default hereunder unless the Additional Bonds are for funding or refunding defaulted bonds or otherwise curing such default. -13- 8.03 Terms. The Additional Bonds shall not have a first maturity prior to the first maturity of any issue of bonds then outstanding. The supplemental resolution providing for the issuance of such Additional Bonds shall prescribe the form of the Additional Bonds, methods of numbering, date, maturity dates, interest rates, place of payment, terms of call and any other provisions deemed necessary therefor not inconsistent with the express provisions hereof, and shall provide for the creation of the appropriate funds for the payment thereof, and other funds necessary therefor. The applicable provisions of this resolution shall apply to the Additional Bonds. 8.04 Lease. There shall be executed an amendment to the Lease which obligates, in the manner therein provided, payment of rental to the Commission in amounts sufficient to fully provide for the payment of the principal of and interest on the bonds then to be outstanding, as the same become due. 8.05 Reserve Fund. From the proceeds of the Additional Bonds there shall be deposited into the Reserve Fund herein created suf- ficient funds so that there shall be at all times on deposit therein a sum equal to one -half the maximum annual debt service, on the Bonds then to be outstanding. PART 9 - COVENANTS BY COMMISSION 9.01 Covenants. For the protection and security of the Bonds, the Commission covenants and agrees to and with the Holders of the Bonds, as provided in this Part 9. 9.02 Acquire Project. It will cause the commencement of the acquisition, construction, improvement and financing of the Project and the continuation of the same with all practical dispatch and in a sound and economical; manner. 9.03 Preserve Security. It will preserve and protect the security of the Bonds and the rights of the Holders thereof and warrant and defend such rights against the claims and demands of all persons whomsoever. 9.04 Service Bonds. It will pay and cause to be paid punctu- ally the principal of the Bonds and the interest thereon on the date or dates and at the place or places and in the manner mentioned in the Bonds and in the coupons thereto appertaining and in accordance with this Indenture. 9.05 Encumbrances. It will not, except as herein or in the Lease permitted, mortgage or otherwise encumber, sell, lease or dispose of the Project or any part thereof, nor enter into any lease or agreement which would impair or impede the operation of the Project or any part thereof necessary to secure adequate Revenues for the pay- ment of the principal and interest on the Bonds, or which would other- wise impair or impede the rights of the Holders of the Bonds with respect to such Revenues or the operation of the Project without provision for the retirement of the Bonds then outstanding from the proceeds thereof; provided, however, that material, equipment and -14- land worn out or not needed for the efficient and proper operation of the Project may be sold without the consent of the Bondholders if the proceeds thereof are applied to the improvement or extension of the Project, or to the retirement of the Bonds. 9,06 Insurance. It will at all times maintain or cause to be maintained with responsible insurers all such insurance on the Project (valued as defined below) which is customarily maintained with respect to properties of like character against accident to, loss of or damage to such properties. Notwithstanding the generality of the foregoing, the Commission shall not be required to maintain or cause to be maintained any insurance which is not available from reputable insurers on the open market or more insurance than is specifically referred to below. Authority shall keep or cause to be kept a policy or policies of insurance against loss or damage to the Project resulting from fire, lightning, vandalism, malicious mischief, riot and civil commotion and such perils ordinarily defined as "extended coverage ", and other perils as should be insured against in accordance with sound insurance practices. Such insurance shall be maintained in an amount not less than the full insurable value of the Project, or the amount of the Commission's outstanding Bonds, whichever amount is the lesser, subject to deductible conditions of not to exceed $10,000 for any one loss. The term "full insurable value" as used herein shall mean the actual replacement cost. Said "full insurable value" shall be determined from time to time but not less frequently than once in every thirty -six (36) months. The Commission shall also: (a) Keep or cause to be kept the Project insured: (i) Against war risks, as and when such insurance is obtainable from reputable insurance companies of the United States of America or any agency thereof, in an amount not less than 80% of the then full insurable value thereof; and (ii) Against loss or damage from leakage of sprinkler systems now or hereafter installed therein, if any, in amounts to be determined by Commission; and (iii) Against loss or damage by explosion of steam boilers, pressure vessels and similar apparatus now or hereafter installed therein, if any, in amounts to be determined by Commission; and (b) Keep or cause to be kept the Project insured by earthquake insurance (if such insurance is obtainable on the open market from reputable insurance companies) against loss or damage by earthquake in an amount with deductible condi- tions of not to exceed 5% for any one loss which is less than the face amount of the policy not less than the smaller of the following: (i) The full insurable value of the Project (as defined above) with a 90% co- insurance clause; or (ii) The amount of the outstanding bonds. -15- (c) Maintain or cause to be maintained, use and oc- cupancy or business interruption or rental income insurance against the perils of fire, lightning, vandalism and mali- cious mischief and such other perils ordinarily defined as "extended coverage" in an amount equal to not less than one year's rental; and (d) Maintain or cause to be maintained public lia- bility insurance against claims for bodily injury or death, or damage to property occurring upon, in or about the Project, such insurance to afford protection to a limit of not less than $250,000 with respect to bodily injury or death to any one person, not less than $1,000,000 with re- spect to bodily injury or death to any number of persons in any one accident, and property damage liability insurance in an amount not less than $200,000; and (e) Maintain or cause to be maintained workmen's com- pensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employees against liability for compensation under the Workmen's Com- pensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto or in lieu thereof, such workmen's compensation in- surance to cover all persons employed in connection with the Project and to cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death during or in connection with the Project or the business of the Commission. All insurance herein provided for shall be effected under policies issued by insurers of recognized responsibility, licensed or permitted to do business in the State of California. All policies or certificates issued by the respective insurers for insurance shall provide that such policies or certificates shall not be canceled or materially changed without at least ten (10) days prior written notice. Unless the Project is to be rebuilt and repaired, as provided in the Lease, in which case the proceeds of insurance with respect to loss or damage to the Project shall be deposited in the Construction Fund and applied as therein provided, such proceeds shall be deposited in the fund herein provided for the payment of the principal and interest on the Bonds and be applied as provided in Section 3.05 hereof. 9.07 Eminent Domain. It will apply the proceeds of any award in eminent domain for the taking of all or any part of the Project to the redemption of the Bonds, as provided in the Lease, said proceeds to be deposited in the funds herein provided for the payment of the principal and interest on the Bonds, and be applied as provided in Section 3.05 hereof. 9.08 Discharge Claims. It will pay and discharge, or cause to be paid and discharged, all lawful claims for labor, materials and supplies furnished for or in connection with the Project which, if unpaid, may become a lien or charge upon the Revenues prior or superior to the lien of the Bonds and impair the security of the Bonds, and duly pay and discharge, or cause to be paid and dis- charged, any taxes, assessments, or other governmental charges law- fully imposed upon the Project or upon the Revenues, after the same -16- have become due and payable, except that it may, in good faith, contest any such tax, assessment or governmental charge, as well as any lawful claim for labor, materials or supplies for work completed or materials or supplies furnished which, if unpaid, might by law become a lien or charge upon the Revenues or the Project, or which might impair the security of the Bonds. 9.09 Collection of Rentals. It will, if at any time it is operating the Project by reason of default by any lessee thereof, promptly collect all rents and charges due for the occupancy or use of the facilities of the Project as the same become due, and shall promptly and vigorously enforce its rights against any tenant or other person who does not pay such rents or charges as they become due. 9.10 Amendment of Lease. It will not consent to the amend- ment, alteration or modification, in whole or in part, of the Agree- ment or the Lease, except (a) if such amendment, alteration or modi- fication does not constitute a detriment to the substantial rights of the Bondholders, (b) as may be necessary for the issuance of Additional Bonds, or (c) with the written consent of the Holders of sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the Bonds then outstanding. 9.11 Maintain and Preserve the Project. It will cause the Lessees under the Lease and the Commission's agents or lessees in the case of a default, to operate, maintain and preserve the Project in good repair and working order and to operate the Project in an efficient and economical manner; provided, however, that in the case of a default the Commission or its agents or lessees may lease or rent concessions, or lease or rent the Project or any part thereof, or otherwise provide for the operating of the Project or any part thereof. 9.12 Maintenance of Revenues. It will, if it should operate the Project by reason of default by the Lessees thereof, fix, pre- scribe and collect rates, tolls, fees, rentals or other charges in connection with the services and facilities furnished by the Project sufficient to pay principal of and interest on the Bonds as they become due, together with all expenses of operation, maintenance and repair of the Project, and such additional sums as may be required for the Reserve Fund, 9.13 Budgets. It will, in the event of a failure by the City or the District to perform their covenants relating to budgeting under the Lease, promptly take such action as may be necessary to cause such annual budgets to be amended, corrected or augmented so as to include therein the amounts required to be raised in the then ensuing fiscal year for the payment of rentals due under the Lease. 9.14 Audit and Report. It will employ a certified public accountant wh-6—FEall prepare and file with the Treasurer, and make available to the purchaser of the Bonds if requested, annually within one hundred twenty (120) days after the close of each fiscal year on June 30th, commencing in the year 1972, an annual audit for the preceding year which shall include: (a) Balance Sheet. A balance sheet including balances of all funds herein created. -17- (b) Revenues and Payments. A statement in detail of the Revenues and expenses of the Commission pertaining to the Project. (c) Insurance. A statement as to the insurance carried by the Commission, or on its behalf, including a description of each policy as to its coverage, name of company issuing it, and the expiration date thereof. (d) Recapitulation. A recapitulation of funds and accounts created by this Indenture into which are put moneys derived by the Commission from the Project and from the sale of the bonds, and which shall show balances at the beginning of the period, deposits and withdrawals made during the period, and balances at the end of the period; and also deposit requirements for funds during the next succeeding fiscal period. (e) Comments. Comments of the accountant relative to the fulfillment of the provisions of this Indenture. 9.15 Unconditional Obligation. Except only as provided herein for alteration of the bonds or this Indenture, nothing in this Indenture or in the bonds or in the coupons contained shall affect or impair the obligation of the Commission, which is absolute and unconditional, to pay the principal of and interest on the Bonds, to the respective Holders of the Bonds and coupons at the respective dates of maturity, or upon prior redemption, as herein provided, and out of the Revenues herein pledged for such payment, or affect or impair the right of action, which is also absolute and unconditional, of such Holders to institute suit to enforce such payment by virtue of the contract embodied in the Bonds and coupons. 9.16 Performance of Essence. The performance of the duties prescribed in this Indenture and in the Bond Law by the Commission or its proper officers, agents or employees, is of the essence of Commissionts contract with the Bondholders. 9.17 Recourse to Bond Law. Each taker and subsequent holder of the bonds and attached or detached coupons has recourse to all of the provisions of this Indenture and of the Bond Law and is bound by their terms. 9.18 Indenture is Covenant. Each and all of the terms of this Indenture shall be and constitute a covenant on the part of the Commission to and with each and every Bondholder from the time the Bonds are issued hereunder. 9.19 Continuing Agreement. This Indenture and the covenants, agreements, provisions and conditions herein contained, constitutes a continuing agreement with the Holders of all of the Bonds issued or to be issued hereunder and then outstanding, to secure the full and final payment of the principal of and premiums, if any, and the interest on all bonds which may from time to time be executed and delivered hereunder. 9.20 Period of Agreement. Whenever all of the Bonds and all interest then accrued thereon shall have been fully paid and discharged, the agreements in this Indenture contained shall cease and terminate, and the Commission shall be under no further -18- obligation to apply the Revenues as herein required, or otherwise to do or perform any of the covenants, conditions or agreements in this Indenture contained. 9.21 Bonds Deemed To Be Paid. Bonds for which provision has been made for the payment thereof by irrevocably setting aside moneys therefor in a fund created pursuant hereto or other special trust account shall no longer be deemed outstanding and unpaid within the meaning of any provision hereof. PART 10 - MODIFICATIONS 10.01 Modifications. From and after the sale and delivery of any of the Bonds, no amendment, alteration or modification of the Bonds or of the coupons appertaining thereto or of this Indenture which will impair, impede or lessen the rights of the Holders of the Bonds or the coupons appertaining thereto then outstanding shall be made without the prior written consent, or alternatively, the prior consent given at a Bondholders' meeting, of the Holders of at least sixty -six and two- thirds percent (66 -2/3 %) of the aggregate principal amount of affected Bonds then outstanding, unless the amendment, alteration or modification be as herein authorized. 10.02 Consent Binding. Any amendment, alteration or modifi- cation which shall have received the consent of the Holders of the percentage of said outstanding bonds as provided in Section 10.01 of this Part shall be binding on the Holders of all of the Bonds and coupons appertaining thereto, either attached to or detached from the Bonds. If any alteration, amendment or modification shall affect less than all outstanding Bonds, then the provisions of Section;10.01 of this Part shall apply only to the Bonds affected by the amendment, alteration or modification. 10.03 Procedure For Obtaining Consent Without Bondholders' Meeting. If the Board shall desire to obtain the consent of the Bondholders to a proposed action without a meeting of the Bond- holders for such purpose, the Treasurer shall cause notice thereof to be published once in a financial paper published in San Francisco or New York, and such notice shall be mailed by registered mail to the last known Holder or Holders of any bearer bonds so called, and to the registered owner or owners of registered bonds, and may give such additional notice thereof as may be deemed advisable. Such notice shall set forth the nature of the proposed action. On receipt of the written consent from Bondholders holding at least sixty -six and two - thirds percent (66 -2/3%) of the aggregate princi- pal amount of the bonds affected by the proposed action, the Treasurer shall so certify to the Board and such certificate shall constitute complete evidence of the consent of the Bondholders thereto. The applicable provisions hereafter provided for obtain- ing consent by a Bondholders' meeting shall apply to obtaining consent without such meeting. 10.04 Calling Bondholders' Meeting To Obtain Consent. If the Board shall desire or shall be required to obtain the consent of the Bondholders to a proposed action, it may adopt a resolution calling a meeting of the Bondholders affected by the proposed action for the purpose of considering the action, the consent to which is desired or required. -19- 10.05 Discretion of Board. The place, date and hour of holding the meeting and the date or dates of publishing and mailing notice shall be determined by the Board in its discretion. 10.06 Notice of Meeting. Notice specifying the purpose, place, date and hour of the meeting shall be given by mail and by publication at least once not less than thirty (30) nor more than sixty (60) days prior thereto in one or more financial papers published in San Francisco or New York. The notice shall set forth the nature of the proposed action, consent to which is desired or required. 10.07 Mailing. The Treasurer shall mail notice by regis- tered mail to the last known Holders of bearer bonds, as shown by the records in the office of the Fiscal Agent, and to the regis- tered owners of any registered bonds, at their addresses shown on the bond registry books. 10.08 List of Owners. The Treasurer shall prepare and de- liver to the chairman of the meeting a list of the names and addresses of the registered owners of the bonds as shown on the bond registry books, and, to the extent known by him or the Fiscal Agent, a list of the names and addresses of the owners of bearer bonds, together with a statement of the maturities, series and numbers of the bonds held and deposited by each, and no Bondholder shall be entitled to vote at the meeting unless his name appears upon the lists or unless, at the meeting, he shall present his bond or bonds or a certificate of deposit thereof. 10.09 Certificate of Deposit. A Holder of bearer bonds may deposit his bonds with a bank, trust company, investment banker, bond dealer or broker within or without the State, and obtain from the depositary a certificate of deposit which shall constitute proof of ownership and entitle the depositor named therein to vote upon filing it with the Treasurer who shall add it to the list of owners. The Treasurer may designate a depositary where the bonds may be deposited, which shall be an agency for that purpose. 10.10 Limit On Voting. No Bondholder shall be permitted to vote with respect to a larger aggregate principal amount of bonds than is set against his name on the list, unless he shall produce the additional bonds upon which he desires to vote or a certificate of deposit. 10.11 Attendance and Voting by Proxy. Attendance and voting by a Bondholder at the meeting may be by proxy. An owner of registered bonds may, by an instrument in writing under his hand, appoint any person as his proxy to vote at the meeting for him, and that instrument when presented at the meeting shall be sufficient to entitle that person to vote as the proxy of the registered owner. Any person may vote as the proxy of the owner of a bearer bond on presentation of the bond or certificate of deposit thereof and an instrument in writing under the hand of the Bondholder appointing the person as his proxy to vote at the meeting for him, or if the instrument in writing has been delivered to the agency designated by the Treasurer at the time the bond was delivered to the agency as provided for in Section 10.09 of this Part and the personts name appears on the list delivered by the Treasurer to the chairman of the meeting, the certificate of deposit may verify him as the proxy of the owner of the bearer bond. -20- 10.12 Quorum and Procedure. A representation of at least sixty-six and two-thirds percent (66-2/3%) in aggregate principal amount of the bonds affected by the proposed action and then out- standing shall be necessary to constitute a quorum at the meeting of Bondholders, 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 the adjournment shall have been by a quorum or less than a quorum. 10.13 Officers. The Board shall, by an instrument in writing, appoint a temporary chairman of the meeting, and the meeting shall be organized by the election of a permanent chair- man and a secretary. 10.14 Votes. At the meeting, each Bondholder shall be entitled to one vote for every 81,000 principal amount of bonds with respect to which he shall be entitled to vote, and the vote may be given in person or by proxy. The Board, by its duly authorized representative, may attend the meeting of the Bond- holders, but shall not be required to do so. 10.15 Vote Required. At the meeting, there shall be sub- mitted for the consideration and action of the Bondholders a state- ment of proposed action, consent to which is desired or required, and if the action shall be consented to and approved by the Bond- holders in person or by proxy holding at least sixty-six and two- thirds percent (66-2/3/) of the aggregate principal amount of the bonds affected by the proposed action and then outstanding, the chairman and the secretary of the meeting shall so certify in writing to the Board, and the certificate shall constitute complete evidence of the consent of the Bondholders. 10.16 Certificate of Notice Conclusive. The actual receipt by a Bondholder of the notice required to be given by Section 10.06 of this Part shall not be a condition precedent to the undertaking, notice of which is required to be given, and failure to receive notice shall not affect the validity of the proceedings thereat or prevent the notice from having the effect intended by the giving of notice, provided that notice has been published and has also been mailed to Bondholders to the extent known to the Treasurer. No ir- regularity in the form of the notice shall affect its validity, provided notice has been given. A certificate signed by the chair- man and secretary of the meeting shall be conclusive evidence and the only competent evidence of the matters stated in the certificate relating to the proceedings taken at the meeting, as against all parties and it shall not be open to a Bondholder to show that he failed to receive notice. 10.17 Filing Certificates. The certificate shall be filed in the office of the Treasurer and shall be kept on file so long as the Bonds and the interest thereon are outstanding and unpaid. A duplicate original, if there is one, and, if not, then a reproduced copy thereof, including the signatures thereon, shall be filed with the Secretary who shall likewlse,keep it filed with the papers of the proceedings authorizing the issuance of the Bonds. PART 11 - DEFAULT 11001 Event of Default. One or more of the events provided in this Part shall constitute an event of default. -21- 11.02 Principal. A default in the due and punctual payment of the principal of a bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise. 11.03 Interest. A default in the due and punctual payment of an installment of interest of a bond when and as the interest installment shall become due and payable. 11.04 Covenants. A default in the observation of any of the covenants, agreements or conditions on its part herein or in the bonds contained, and the default has continued for a period of thirty (30) days. 11.05 Bankruptcy. The filing by the Commission of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or other applicable laws or statutes of the United States of America, or the approval of such a petition by a court of competent jurisdiction, filed with or without the consent of the Commission, seeking reorganization under the Federal bankruptcy laws or other applicable laws or statutes of the United States of America or the assumption or control of the Commission or of the whole or any substantial part of its property by a court of competent jurisdiction under the provisions of other laws for the relief or aid of debtors. 11.06 Acceleration. Upon the happening of an event of default, the Holders of not less than sixty -six and two - thirds per- cent (66 -2/3 %) in aggregate principal amount of the Bonds at the time outstanding shall be entitled, upon notice in writing to the Commission, to declare the principal of all of the Bonds then out- standing and the interest accrued thereon to be due and payable immediately, and upon such declaration, the same shall become and shall be immediately due and payable. 11.07 Application of Funds. A11 of any Revenues pledged to the payment and security of the Bonds, including all sums in all of the funds provided therefor upon the date of the happening of an event of default, and all sums thereafter received by the Commission shall be applied by it, in the order provided in Sections 11.08 through 11.11 of this Part. 11.08 Costs and Expenses. Said moneys shall be applied to the payment of the costs and expenses of the Bondholders in declaring an event of default, including reasonable compensation to their agents, attorneys and counsel, and to the payment of the costs and expenses of the Treasurer in carrying out the provisions of this Part, including reasonable compensation to his agents, attorneys and counsel. 11.09 Interest on Undue Bonds. In case the principal of the Bonds shall not have become due and shall not then be due and pay- able, said moneys shall be applied to the payment of the interest in default in the order of the maturity of the installments of such interest, with interest on the overdue installments at the same rate, such payments to be made ratably to the persons entitled thereto without discrimination or preference. 11.10 Principal and Interest on Due Bonds. In case the principal of the Bonds shall have become and shall be then due and payable, said moneys shall be applied to the payment of the whole amount then owing and unpaid upon the Bonds for the principal and -22- interest, with interest on the overdue principal and installments of interest at the same rate. 11.11 Insufficient Funds. In case the moneys shall be in- sufficient to pay in full the whole amount so owing and unpaid upon the bonds, under Sections 11.09 and 11.10 of this Part, then the moneys shall be applied to the payment, first, of interest, and then of principal, ratably to the aggregate of the interest or principal then due to the persons entitled thereto without discrimi- nation or preference. 11.12 Procedure For Application To Bonds. No application of funds to the Bonds shall be made except upon presentation of the several bonds and coupons, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid. 11.13 Refunding Defaulted Bonds. The Commission may fund or refund any defaulted Bond by the issuance of Additional Bonds for such purpose as provided in Part 8 hereof, and in such event the default shall be deemed avoided or cured. PART 12 - REMEDIES OF BONDHOLDERS 12.01 Bondholder Remedies. Subject to any contractual limi- tations binding upon the Holders of the Bonds (including, but not limited to, limitations upon the exercise of a remedy to the Bond- holders holding a specific proportion or percentage of the Bonds), the Holders of Bonds shall have the right, for the equal benefit and protection of all Holders of Bonds similarly situated, as provided in this Part. 12.02 Accounting. By action or suit in equity, they may require the Commission and the Board and other officers, agents and employees to account as the trustee of an express trust. 12.03 Injunction. By action or suit in equity, they may enjoin acts or things which may be unlawful or violate the rights of the Bondholders. 12.04 Mandamus. By mandamus or other suit, action or pro- ceeding at law or in equity, they may enforce their rights against the Commission and the Board and other officers, agents and employees, and to require and compel it or them to perform and carry out its and their duties and obligations under the law and its and their covenants and agreements with Bondholders, 12.05 Cumulative. No remedy conferred by this Part or by the law is intended to be exclusive of any other remedy, but each remedy is cumulative and in addition to every other remedy and may be exercised without exhausting and without regard to any other remedy conferred by this Part or by the law. 12.06 Waiver. No waiver of a default or breach of duty or contract by any Bondholder shall extend to or shall affect a sub- sequent default or breach of duty or contract or shall impair rights or remedies thereof. 12.07 Delays. No delay or omission of a Bondholder to exercise a right or power accruing upon a default shall impair the rights or power or shall be construed to be a waiver of the default or acquiescence thereto, -23- 12.08 Enforcement. Every substantive right and every remedy conferred upon the Bondholders may be enforced and exercised from time to time and as often as may be deemed expedient. 12.09 Status Quo. In case an action, suit or proceeding to enforce a right or exercise a remedy shall be brought or taken and then discontinued or abandoned, or shall be determined adversely to the Bondholders, then, and in every case, the Commission and the Bondholders shall be restored to their former positions and rights and remedies as if no suit, action or proceeding had been brought or taken PART 13 - FISCAL AGENT 13.01 Fiscal Agent. The Commission hereby appoints the Exchange Bank., Main Office, Santa Rosa, California, as the Fiscal Agent for the Bonds for the purpose of paying the principal of and interest on any of the Bonds presented for payment and for the purpose of performing all other duties assigned to or imposed upon it as herein provided. 13.02 Acceptance. The Commission and the Fiscal Agent shall, unless heretofore done, enter into an agreement by the terms of which the Fiscal Agent is obligated to perform the duties imposed on it by the terms of this Indenture. 13.03 Resignation. Any Fiscal Agent appointed hereunder may resign at any time. Upon the merger, consolidation, or other re- organization of any Fiscal Agent, the Board shall appoint a new Fiscal Agent which may be the corporation resulting from said re- organization. 13.04 Removal. The Fiscal Agent initially appointed, and any successor thereof, may be removed by the Commission and a suc- cessor appointed; provided, that each such successor shall be a bank or trust company having trust powers doing business in and having an office in the State of California. 13.05 Continued Service. Any such Fiscal Agent designated by the Commission shall continue to be the Fiscal Agent of the Com- mission for all said purposes until the appointment and qualifica- tion of a successor as such Fiscal Agent, and the Commission agrees that it will maintain a Fiscal Agent within the State so long as any of the Bonds are outstanding and unpaid. 13.06 Funds. The Fiscal Agent is hereby authorized and di- rected to keep the accounts and make the transfers of funds in the manner herein provided, and disburse all sums required for the pay- ment of the principal of and interest on the Bonds presented for payment at maturity, or on redemption prior to maturity. 13.07 Bond Redemption. The Fiscal Agent is hereby authorized to redeem said Bonds and the interest coupons pertaining thereto when duly presented to it for payment at maturity. 13.08 Records. The Fiscal Agent shall keep accurate records of all funds administered by it and of all bonds and coupons paid and discharged by it. -24- 13.09 Compensation. The Board is hereby authorized to compensate the Fiscal Agent for the services rendered as such pursuant to the provisions of this Indenture. 13.10 Responsibilities. The recitals of facts and all promises, covenants and agreements herein and in the Bonds of said authorized issue contained shall be taken as statements, promises, covenants and agreements of the Commission, and the Fiscal Agent assumes no responsibility for the correctness of the same, and makes no representations as to the validity or sufficiency of this Indenture or of the Bonds or coupons, and shall incur no responsibility in respect thereof, other than in connection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal Agent. The Fiscal Agent shall be under no responsibility or duty with respect to the is- suance of the Bonds for value. The Fiscal Agent shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or default. The Fiscal Agent shall not be required to bring any action to require the performance of any obligation hereunder. I hereby certify that the foregoing is a full, true and correct copy of a resolution duly passed and adopted by the Board of Commissioners of the Rohnert Park Civic Commission, Rohnert Park, Sonoma County, California, at a meeting thereof held on the day of February, 1972, by the following vote of the members thereof: AYES, and in favor thereof, Commissioners: „(424 NOES, Commissioners: 0 ABSENT, Commissioners: 0 EXHIBIT "A" UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SONOMA ROHNERT PARK CIVIC COMMISSION BUILDING BOND OF 1972 NO. $5,000.00 KNOW ALL MEN BY THESE PRESENTS, that the Rohnert Park Civic Commission ( "Commission "), in the County of Sonoma, State of Cali- fornia, for value received, has obligated itself to pay to the bearer (or if this bond is registered, to the registered owner hereof), but only from the revenues hereinafter referred to, on the 1st day of March, 19 , the sum of FIVE THOUSAND DOLLARS ($5,000.00) with interest whereon from date at the rate of % per annum, as evi- denced by interest coupons attached hereto at the time of issuance, said interest payable semiannually on the 1st days of September and March in each year If, upon presentation at maturity, or if redeemable and duly called for redemption, payment of this bond or any interest coupons hereon, or both, is not made in full accordance with the terms of the resolution providing for the issuance hereof, said bond or coupon, or both, shall continue to bear interest at the rate stated herein until paid in full. Both principal and interest are payable in lawful money of the United States of America, at the Exchange Bank, Main Office, Santa Rosa, California, the Fiscal Agent of the Commission, or at any other bank or trust company designated by said Fiscal Agent in the cities of Los Angeles, California, New York, New York, and /or Chicago, Illinois. The holder of this bond has all the rights of a holder of a negotiable instrument payable to bearer. Bonds maturing by their terms on or before March 1, 1981, are not subject to call prior to their fixed maturity date. Bonds maturing on or after March 1, 1982, are, by their terms, subject to call and redemption, at the option of the Commission, as a whole or in part, in inverse numerical order, on March 1, 1981, or any interest payment date thereafter and prior to their maturity date or dates at the principal amount thereof and accrued interest thereon to the date of redemption, plus one -half of one percent (1/2 of 1/) of such princi- pal amount for each whole twelve (12) months, and for any remaining fraction of a twelve (12) month period from the date fixed for redemption to the maturity date of the bonds. All of the bonds are subject to call and redemption under certain limited circumstances specified in the resolution providing for the issuance hereof. This bond may be registered as to principal and interest upon written request of the owner and presentation of the bond to the Fiscal Agent for registration. Thereafter, the principal hereof and interest hereon shall be payable only to such registered owner. This bond may also be registered as to principal only, in which event the coupons shall not be removed. This bond, if registered, may be de- registered and again become payable to bearer. This bond is one of an issue of Building Bonds of 1972 in the total principal amount of $210,000, all of like date and tenor, except as provided in the resolution providing for the issuance hereof, all issued by the Commission for the purpose of providing money to finance the acquisition, construction and improvement of a certain project defined and described in the resolution providing for the issuance hereof, to which reference is hereby made for the obligations, duties, rights and privileges herein created, and as authorized by and in strict accordance with law. This bond and the interest hereon are payable solely from and secured by a pledge of and lien upon the revenues to be derived by the Commission pursuant to a lease of said project, which said revenues constitute a trust fund for the payment hereof, all as provided for in the hereinabove referred to resolution. Neither the payment of the principal hereof, or any part thereof, nor any interest hereon, constitutes a debt, liability or obligation of the City of Rohnert Park or of the Rohnert Park District, the parties to the agreement creating the Commission. IT IS HEREBY CERTIFIED and RECITED that all acts, conditions and things required by the Constitution and laws of the State of California to be done, to happen and to be performed precedent to and in the issuance of this bond have been done, have happened and have been performed in regular due form, time and manner as required by law. IN WITNESS WHEREOF, the Rohnert Park Civic Commission, by its Board of Commissioners, has caused this bond to be executed in its behalf and under its official seal by its Chairman by his printed, lithographed or engraved facsimile signature hereon, and counter- signed by the manual signature of its Treasurer, and has caused the interest coupons to be executed and authenticated by the facsimile signature of said Treasurer, all as of March 1, 1972. Chairman Countersigned: Treasurer Interest Coupon Form. The coupons shall be substantially in the following form: ROHNERT PARK CIVIC COMMISSION, SONOMA COUNTY, CALIFORNIA, BUILDING BOND OF 1972 The sum shown hereon is payable to bearer in lawful money as interest (subject to prior re- demption) at the Exchange Bank, Main Office, Santa Rosa, Cali- fornia, or as otherwise pro- vided in the bond. Dated: March 1, 1972, Treasurer On 5 Coupon No, 19 Bond No. Registration Form. The form of endorsement on said bonds for registration shall be substantially as follows: This bond is registered in the name of the registered owner last entered below, and both the principal of and interest on this bond are payable to such owner, unless registered as to principal only, in which event only the principal is so payable. NOTE: There must be no writing below except by the Fiscal Agent. R GI TRi..'Isl Date of Type of Registered Signature of Date. of Signature of Registry Registration* Owner Fiscal Agent Cancellation Flscal Agent Principal only and Interest Principal only and Interest Principal only and Interest Principal only and Interest Principal only and Interest *In. the event registration is as to principal only, strike the words "and interest"; if as to principal and interest, strike the word "only".