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HomeMy WebLinkAbout173 RDA_CCv0001.pdf RESOLUTION NO. 173 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS AMENDING RESOLUTION NO. 166 AND AUTHORIZING THE ISSUANCE OF $14, 245,000 PRINCIPAL AMOUNT OF 1985 TAX ALLOCATION AND REFUNDING BONDS OF SAID AGENCY TO FINANCE A PORTION OF THE COST OF A REDEVELOPMENT PROJECT KNOWN AS REDLANDS REDEVELOPMENT PROJECT. WHEREAS, the Redevelopment Agency of the City of Redlands ( the "Agency" ) is a redevelopment agency (a public body, corporate and politic) duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) and the powers of such agency include the power to issue bonds for any of its corporate purposes; and WHEREAS, a redevelopment plan for a redevelopment project known and designated as "Redlands Redevelopment Pro- ject" has been adopted and approved and all requirements of law for , and precedent to, the adoption and approval of said plan have been duly complied with; and WHEREAS, the plan contemplates that the Agency will issue its bonds to finance a portion of the cost of such redevelopment; and WHEREAS, the Agency has heretofore issued $5,670,000 principal amount of its 1975 Redlands Redevelop- ment Tax Allocation Bonds ( the "1975 Bonds" ) for the purpose of financing a portion of the cost of the Redlands Rede- velopment Project ; and WHEREAS, the Agency has heretofore issued its Red- lands Redevelopment Project 1977 Tax Allocation Refunding Bonds in the principal amount of $4, 500 , 000 for the purpose of refunding the 1975 Bonds; and WHEREAS, the Agency adopted its Resolution No. 166 on March 6, 1984 authorizing the issuance of up to $10,000,000 principal amount of tax allocation bonds to finance a portion of the Redlands Redevelopment Project ; and WHEREAS, the Agency deems it necessary and desir- able to refinance a portion of the cost of such development by issuing additional tax allocation bonds in an amount, together with other available moneys of the Agency, which is fully sufficient to redeem on the earliest possible date all of the 1975 Bonds and 1977 Bonds, and to finance additional development; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED by the Redevelopment Agency of the City of Redlands that Resolution No. 166 is hereby amended to read as follows: Section 1. Definitions. As used in this resolu- tion the following terms shall have the following meanings : (a) "Agency" means The Redevelopment Agency of the City of Redlands. -2- (b) "Annual Debt Service" means, for each 12-month period ending June 30, the sum of ( 1 ) the interest falling due on the outstanding Bonds (as hereinafter defined) in such 12-month period, assuming that the outstanding Serial Bonds (as hereinafter defined) are retired as scheduled and that the outstanding Term Bonds (as hereinafter defined) are redeemed from sinking fund accounts as scheduled, ( 2 ) the principal amount of outstanding Serial Bonds falling due by their terms in such 12-month period, and ( 3) the minimum amount of the outstanding Term Bonds required to be paid or called and redeemed in such 12-month period, together with the redemption premiums, if any, thereon. ( c) "Bonds" means the bonds authorized by, and at any time outstanding pursuant to, this Resolution and any Parity Bonds (as hereinafter defined) . (d) "Escrow Agreement" means that certain agree- ment substantially in the form attached hereto as Exhibit B, to be dated as of May 1 , 1985 , between the Agency and Bank of America National Trust & Savings Association, as escrow agent, which agreement contains the terms and conditions specified in Section 12 hereof . ( e) "Federal Securities" means United States Treasury notes, bonds, bills or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest; obli- gations issued by banks for cooperatives, federal loan -3- banks, federal intermediate credit banks, federal home loan banks, the Federal Home Loan Bank Board or the Tennessee Valley Authority; all as and to the extent that such securi- ties are eligible for the legal investment of Agency funds . ( f ) "Financial Newspaper or Journal" means The Wall Street Journal, The Daily Bond Buyer or any other news- paper or journal printed in the English language and custo- marily published on each business day, of general circula- tion in Los Angeles, California and in New York, New York, containing financial news and selected by the Fiscal Agent, whose decision shall be final and conclusive. (g) "Fiscal Agent" means the fiscal agent named in Section 21 hereof, its successors and assigns, and any other corporation or association which may at any time be substi- tuted in its place, as provided in this resolution. (h) "Fiscal Year" means the year beginning on October 1st and ending on the next following September 30th. ( i ) "Law" or "Redevelopment Law" means the Com- munity Redevelopment Law of the State of California as cited in the recitals hereof . ( j ) "Maximum Annual Debt Service" as computed from time to time pursuant to the provisions hereof means the largest Annual Debt Service during the period from the latter of July 1, 1986 or the date of such determination through the final maturity of any outstanding Bonds. -4- (k) "Opinion of Counsel" means a written opinion of an attorney or firm of attorneys of favorable reputation in the field of municipal bond 'Law. Any opinion of such counsel may be based upon, insofar as it is related to fac- tual matters, information which is in the possession of the Agency as shown by a certificate or opinion of, or represen- tation by, an officer or officers of the Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate or opinion or representa- tion with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous . ( 1 ) "Outstanding" when used as of any particular time with reference to the Bonds means all Bonds theretofore issued by the Agency except: ( 1) Bonds theretofore cancelled or surren- dered for cancellation in accordance with Section 23 hereof; ( 2 ) Bonds for the payment or redemption of which moneys or securities in the necessary amount (as pro- vided in Section 33 hereof) shall have been theretofore deposited in trust (whether upon or prior to the maturity or the redemption date of such bonds) , provided that, if such bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in this resolution or any applicable parity bond resolution; and ( 3) Bonds in lieu of, or in substitution for , which other bonds shall have been issued by the Agency pur- suant to Section 8 hereof . (m) "Parity Bond Resolution" means any resolution of the Agency providing for the issuance of Parity Bonds. ( n) "Parity Bonds" means any additional tax allo- cation bonds issued by the Agency as permitted by Section 14 of this resolution payable from the Tax Revenues on a parity with the Bonds . ( o) "Pledged Tax Revenues" means, for each twelve- month period beginning with the twelve month period begin- ning on the anniversary date of the Bonds on the first taxes ( including all payments, reimbursements and subventions, if any, specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate limitations) eligible for allocation to and expenditure by the Agency pursuant to the Law, as provided in the Redevelopment Plan, in an amount that is equal to one hundred percent ( 1004 ) of the Annual Debt Service for such period plus the amount , if any, neces- sary to maintain the Reserve Account balance required by Section 17 hereof . (p) "Redevelopment Plan" means the redevelopment plan for the Redevelopment Project Area approved and adopted by Ordinance No. 1500 of the City of Redlands, California and includes any amendment of said plan heretofore or here- after made pursuant to law. -6- (q) "Redevelopment Project" means the project of carrying out , pursuant to the Law, the Redevelopment Plan for the Redevelopment Project Area. ( r ) "Redevelopment Project Area" means the project area described and defined in said Ordinance No. 1500, which project area is known and designated as the "Redlands Rede- velopment Project . " ( s ) "Series 1985 Bonds" or "1985 Bonds" means the $14,245,000 principal amount of Redlands Redevelopment Pro- ject 1985 Tax Allocation and Refunding Bonds authorized to be issued by this resolution. ( t) "Series 1977 Bonds" or "1977 Bonds" means the $4, 500 , 000 principal amount of bonds authorized to be issued pursuant to Resolution No. 154 of the Agency. (u) "Series 1975 Bonds" or "1975 Bonds" means the $5,670 , 000 principal amount of bonds authorized to be issued pursuant to Resolution No. 143 of the Agency. (v) "Tax Revenues" means that portion of taxes levied upon taxable property in the Redevelopment Project Area and received by the Agency and which is allocated to and paid into a special fund of the Agency pursuant to Arti- cle 6 of Chapter 6 of the Law and Section 16 of Article XVI of the Constitution of the State of California all as more particularly set forth hereafter in this resolution. (w) "Treasurer" or "Treasurer of the Agency" means the officer who is then performing the functions of Trea- surer of the Agency. -7- (x) "Written Request" means an instrument in writ- ing signed by the Chairman of the Agency or by any other officer of the Agency duly authorized by the Agency for that purpose, and by the Secretary of the Agency. Section 2 . Amount, Issuance, and Purpose of Bonds. Under and pursuant to the Law and under and pursuant to this resolution, Bonds of the Agency in the principal amount of $14, 245, 000 shall be issued by the Agency for the purpose of refinancing and financing a portion of the cost of the Redevelopment Project and for other purposes related thereto as hereinafter provided. Section 3 . Nature of Bonds. The Bonds shall be special obligations of the Agency secured by an irrevocable and first pledge of, and payable as to both principal and interest from, Pledged Tax Revenues, investment income earned on funds on deposit in the Reserve Account, and other funds as hereinafter provided in Sections 12 , 15 and 17 hereof and in Covenant 7 of Section 19 hereof . The prin- cipal of Bonds and the interest thereon shall not be paid from any proceeds from the sale, lease or other disposition of property in the Project Area, nor shall the payment of such principal and interest be (a) secured by any interest in property used or to be used in a trade or business or in payments in respect of such property or (b) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of -8- Section 103 (b) ( 2) (B) of the Internal Revenue Code of 1954 , as amended, and the regulations adopted thereunder . Said Bonds, the interest thereon, and any premiums payable upon the redemption of any thereof, are not a debt of the City of Redlands, the State of California or any of its political subdivisions and neither said city, said state nor any of its political subdivisions is liable on them, nor in any event shall said Bonds or interest be payable out of any funds or properties other than those of the Agency as in this resolution set forth. Said Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the mem- bers of the Agency nor any persons executing the Bonds are liable personally on the bonds by reason of their issuance. Said Bonds shall be and are equally secured by an irrevocable and first pledge of Pledged Tax Revenues and other moneys as hereinafter provided, without priority for number , date of sale, date of execution, or date of deli- very, except as expressly provided herein. The validity of said Bonds is not and shall not be dependent upon the completion of the Redevelopment Project or upon the performance by anyone of his or her obligation relative to the Redevelopment Project . Nothing in this resolution shall preclude the redemption and payment of the Bonds prior to maturity ( sub- ject to the provisions of Section 9 of this resolution) , or -9- the payment thereof at maturity, from the proceeds of refun- ding bonds issued pursuant to law. Nothing in this resolu- tion shall prevent the Agency from making advances of its own moneys howsoever derived to any of the uses and purposes mentioned in this resolution. Section 4 . Description of Series 1985 Bonds. The 1985 Bonds shall be in the aggregate principal amount of $14,245 ,000 , and shall be designated REDLANDS REDEVELOPMENT PROJECT 1985 TAX AND ALLOCATION AND REFUNDING BONDS. The 1985 Bonds shall be issued in registered form only, without coupons, in denominations of $5,000 each or any whole multi- ple thereof . The 1985 Bonds shall be dated May 1, 1985 and shall mature on July 1 of each of the years as follows: YEAR AMOUNT 1987 . . . . . . . . . . . . . . . . 95,000 1988 . . . . . . . . . . . . . . . . 105,000 1989 . . . . . . . . . . . . . . . . 115 , 000 1990 . . . . . . . . . . . . . . . . 130, 000 1991 . . . . . . . . . . . . . . . . 140 , 000 1992 . . . . . . . . . . . . . . . . 155,000 1993 . . . . . . . . . . . . . . . . 170,000 1994 . . . . . . . . . . . . . . . . 185 , 000 1995 . . . . . . . . . . . . . . . . 205, 000 1996 . . . . . . . . . . . . . . . . 225, 000 1997 . . . . . . . . . . . . . . . . 250,000 1998. . . . . . . . . . . . . . . . 275, 000 _10- 1999 . . . . . . . . . . . . . . . . 300, 000 2000 . . . . . . . . . . . . . . . . 330 , 000 2001 . . . . . . . . . . . . . . . . 365, 000 2002 . . . . . . . . . . . . . . . . 400, 000 2003 . . . . . . . . . . . . . . . . 440, 000 2004 . . . . . . . . . . . . . . . . 485, 000 2005 . . . . . . . . . . . . . . . . 535,000 $9 , 340,000 Term Bonds due July 1, 2015 . The Bonds maturing in the years 1987 to 2005 , inclusive, are sometimes referred to herein as "Serial Bonds . " The Bonds maturing in the year 2015 are sometimes referred to herein as "Term Bonds, " the annual minimum pay- ments of which are provided for in Section 17 hereof . The Bonds shall be substantially in the form attached hereto and by this reference incorporated herein, as Exhibit "A. " Such form is hereby approved and adopted as the form of such Bonds, and of the redemption, exchange, registration and assignment provisions pertaining 'C-hereto, with necessary or appropriate variations, omissions and insertions as permitted or required by this resolution. Any Bonds issued pursuant to this resolution may be initially issued in temporary form ( the "Temporary Bonds" ) exchangeable for definitive Bonds when the same are ready for delivery. The Temporary Bonds may be printed, lithographed or typewritten, shall be of such denominations _11- as may be determined by the Agency, shall be without coupons and may contain such reference to any of the provisions of this resolution as may be appropriate. Every Temporary Bond shall be executed by the same conditions and in substan- tially the same form and manner as the definitive Bonds . If the Agency issues Temporary Bonds, it will execute and fur- nish definitive Bonds without delay, and, thereupon, the Temporary Bonds shall be surrendered for cancellation at the Principal Corporate Trust office of the Fiscal Agent in San Francisco, California, and the Fiscal Agent shall deliver in exchange for such Temporary Bonds an equal aggregate prin- cipal amount of definitive Bonds of authorized denominations of this same issue. Until so exchanged, the Temporary Bonds shall be entitled to the same benefits under this resolution as definitive Bonds of this same issue delivered hereunder , except that any interest which has accrued thereon shall not be paid until the exchange has been accomplished. Section 5 . Interest . The 1985 Bonds shall bear interest at a rate or rates to be hereafter fixed by resolu- tion, but not to exceed twelve percent ( 12% ) per annum (or the then current maximum legal rate) , payable semiannually on January 1 and July 1 of each year . Each Bond shall bear interest until the principal sum thereof has been paid; pro- vided, however , that if at the maturity date of any 1985 Bond, or if the same has been duly called for redemption, then at the date fixed for redemption, provided moneys are -12- available for the payment or redemption thereof in full accordance with the terms of this resolution, said Bond shall then cease to bear interest . The Bonds shall be numbered by the Fiscal Agent as the Fiscal Agent shall determine and shall be dated as of the date of authentication thereof, except that Bonds issued upon exchanges and transfers of Bonds shall be dated so that no gain or loss of interest shall result from such exchange or transfer . Each Bond shall bear interest from the interest payment date next preceding the date thereof unless: ( i ) it is dated as of an interest payment date, in which event it shall bear interest from such interest pay- ment date, or ( ii ) it is dated prior to the first interest payment date, in which event it shall bear interest from May 1, 1985 . Interest on Bonds shall be paid by the Fiscal Agent (out of the appropriate funds) by check or draft mailed on the interest payment date to the registered owner as his name and address appear on the register kept by the Fiscal Agent at the close of business on the fifteenth ( 15th) day preceding the interest payment date. Section 6 . Place of Payment . The 1985 Bonds shall be payable in lawful money of the United States of America at the Principal Corporate Trust office of the Fiscal Agent in San Francisco, California. Interest on the 1985 Bonds shall be paid by check or draft to the persons whose names appear on the bond registration books of the -13- Fiscal Agent as the registered owners of such bonds at the close of business on the 15th day of the month preceding such interest payment date at such persons ' addresses as they appear on such registration books. Section 7 . Execution of Bonds. The 1985 Bonds shall be signed on behalf of the Agency by its Chairperson and by its Secretary by their manual or facsimile signatures and authenticated by the Fiscal Agent, and the seal of the Agency shall be impressed, imprinted or reproduced thereon. The foregoing officers are hereby authorized and directed to sign the 1985 Bonds in accordance with this section. The Fiscal Agent shall authenticate the Bonds on registration and/or exchange to effectuate the registration and exchange provisions set forth in Section 8, and only such of the Bonds as shall have endorsed thereon a certifi- cate of authentication, substantially in the form set forth in Exhibit "A, " duly executed by the Fiscal Agent , shall be entitled to any rights, benefits or security under this resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Fiscal Agent, and such certificate of the Fiscal Agent, upon any such Bond shall be conclusive and the only evidence that such Bond has been duly authenticated and delivered under this resolution. The Fiscal Agent ' s certificate of authentication on any Bond -14- shall be deemed to have been duly executed if signed by an authorized officer of the Fiscal Agent , but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued here- under at any one time. Section 8 . Transfer and Exchange of Series 1985 Bonds. Any 1985 Bond may, in accordance with its terms, be transferred, upon the books kept by the Fiscal Agent for such purpose, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such 1985 Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Fiscal Agent ; provided, however , that the Fiscal Agent shall not be required to register the transfer of any 1985 Bond during the fifteen ( 15) days next preceding any date established by the Fiscal Agent for the selection of 1985 Bonds for redemption, or during the fifteen ( 15) days next preceding any interest payment date. Whenever any 1985 Bond or 1985 Bonds shall be surrendered for transfer , the Fiscal Agent shall execute and deliver a new 1985 Bond or 1985 Bonds, of the same maturity and for a like aggregate principal amount . The Fiscal Agent shall require the payment by the bondholder requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer . The Agency and the Fiscal Agent may treat the registered owner of any 1985 Bond _15- as the absolute owner thereof for all purposes whatsoever in accordance with this resolution, and the Agency and the Fiscal Agent shall not be affected by any notice to the contrary. 1985 Bonds may be exchanged at the Principal Corporate Trust office of the Fiscal Agent in San Francisco, California, for a like aggregate principal amount of 1985 Bonds of the same maturity of other authorized denomina- tions. The Fiscal Agent shall require the payment by the bondholder requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Fiscal Agent will keep or cause to be kept at its Principal Corporate Trust office in the City of San Francisco, California, or at such other place in California as the Agency may approve, sufficient books for the regis- tration and transfer of the Bonds, 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 register, the Bonds as hereinbefore provided. Section 9 . Redemption. (a) Optional Redemption. The 1985 Bonds maturing on or after July 1, 1996 shall be subject to call and -16- redemption prior to maturity, at the option of the Agency, as a whole or in part in inverse order of maturity and by lot within each maturity, from funds derived by the Agency from any source, on July 1, 1995, or on any interest payment date thereafter, upon payment of a redemption price (com- puted upon the principal amount of each Bond called for redemption) for each redeemed Bond as set forth below, with accrued interest to the date of redemption: Redemption Redemption Dates Price July 1, 1995 or January 1 , 1996 102% July 1, 1996 or January 1, 1997 101 . 5% July 1, 1997 or January 1 , 1998 101% July 1 , 1998 or January 1, 1999 100 . 50 July 1, 1999 and thereafter 1000 (b) Mandatory Redemption of Term Bonds . The Term Bonds are subject to mandatory redemption as set forth in Section 17 ( 3) and special mandatory redemption as set forth in Section 17 ( 5) hereof and Term Bond Sinking Payment Account redemption as set forth in Section 17 ( 3 ) hereof . (c) Redemption Date . The date on which the Bonds are to be presented for redemption is hereinafter sometimes referred to as the "redemption date. " Section 10 . Notice of Redemption. Notice of redemption prior to maturity shall be given not less than -17- 30 days nor more than 60 days prior to the redemption date, by mail ( i ) to the original purchaser ( s) of the Bonds ( in the case of a syndicate, to the manager thereof) , and ( ii) to each of the registered owners of the Bonds desig- nated for redemption at their addresses appearing on the bond registration books of the Fiscal Agent on the date such Bonds are selected for redemption; provided that if a Bond selected for redemption is transferred after such selection, the Fiscal Agent shall give notice of such redemption to the transferee of such Bond by personal delivery or by mail to such transferee ' s address as it appears on such bond regis- tration books; provided further , however, that neither failure to give such notice to any such transferees nor any defect therein shall affect the sufficiency of the pro- ceedings for the redemption of any of any 1985 Bonds. Each notice of redemption shall (a) state the redemption date; (b) the place or places of redemption; (c) state the redemp- tion price; (d) state the numbers of the Bonds to be redeemed; provided, however , that whenever any call for redemption includes all of the outstanding 1985 Bonds, the numbers of the 1985 Bonds need not be stated; (e) state, that as to any Bond redeemed in part only, the registered bond numbers and the principal portion thereof to be redeemed; and ( f) state that interest on the principal por- tion of the 1985 Bonds designated for redemption shall cease to accrue from and after such redemption date and that on -18- the redemption date there shall become due and payable on each of such Bonds the redemption price for each Bond. The actual receipt by the holder of any 1985 Bond or notice of such redemption shall not be a condition prece- dent to redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date. Notice of redemption of 1985 Bonds shall be given by the Fiscal Agent for and on behalf of the Agency at the expense of the Agency. A certificate by the Fiscal Agent that notice of redemption has been given as herein provided shall be con- clusive 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 such holder failed to receive actual notice of call and redemption. When notice of redemption has been given, substan- tially as provided in this Section 10 , and when the amount necessary for the redemption of the 1985 Bonds called for redemption (principal and premium) is set aside for that purpose in the Redemption Fund, as provided in Section 11 hereof, the 1985 Bonds designated for redemption shall become due and payable on the date fixed for redemption thereof at the place specified in the notice of redemption, such 1985 Bonds shall be redeemed and paid at said redemp- _19- tion price out of the Redemption Fund, and no interest will accrue on such 1985 Bonds called for redemption after the redemption date specified in such notice, and the holders of said 1985 Bonds so called for redemption after such redemption date shall look for the payment of such 1985 Bonds and the premium thereon only to the Redemption Fund. All 1985 Bonds redeemed shall forthwith be cancelled by the Fiscal Agent and shall not be reissued. Section 11 . Redemption Fund. Prior to the time the Agency determines to call and redeem any of said 1985 Bonds it shall establish with the Fiscal Agent a redemption fund to be described or known as the Redlands Redevelopment Project 1985 Tax Allocation and Refunding Bonds Redemption Fund ( the "Redemption Fund" ) , and prior to the redemption the Agency shall deposit with the Fiscal Agent moneys available for the purpose and sufficient to redeem, with the premiums payable as in this resolution provided, the 1985 Bonds designated in such notice of redemption. Said moneys shall be applied on or after the redemption date to payment (principal and premium) for the 1985 Bonds to be redeemed upon presentation and surrender of such 1985 Bonds and shall be used only for that purpose. Mandatory redemptions pur- suant to the sinking fund provisions of Section 17 ( 3 ) of this resolution and mandatory redemptions and special manda- tory redemptions pursuant to Section 17 ( 5) hereof need not comply with this Section 11. Any interest payment due on or -20- prior to the redemption date shall be paid from the Special Fund described in Section 15 hereof, upon presentation and surrender thereof . If after all of the 1985 Bonds called have been redeemed and cancelled or paid and cancelled there are moneys remaining in said Redemption Fund, said moneys shall be transferred to the Special Fund, provided, however , that if said moneys are part of the proceeds of refunding bonds said moneys shall be transferred to the fund created for the payment of principal of and interest on such refunding bonds. Upon surrender of any 1985 Bond redeemed in part only, the Agency shall execute and the Fiscal Agent shall authenticate and deliver to the registered owner thereof, at the expense of the Agency, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bond surrendered and of the same interest rate or rates and same maturity or maturities . Such partial redemption shall be valid upon payment of the amount thereby required to be paid to such registered owner , and the Agency and the Fiscal Agent shall be released and discharged from all liability to the extent of such payment irrespective of whether such endorsement shall or shall not have been made upon the reverse of such 1985 Bond by such registered owner and irrespective of any error or omission in such endorsement. -21- Section 12 . Disposition of Bond Proceeds; Escrow Fund. The proceeds from the sale of the 1985 Bonds shall be deposited as follows : (a) In the Interest Account, established in the Special Fund pursuant to Section 17 hereof, any premium and accrued interest received upon the sale of the 1985 Bonds . (b) In the Reserve Account, established in the Special Fund pursuant to Section 17 hereof, the amount, if any, necessary to raise the balance therein to an amount equal to Maximum Annual Debt service on the 1985 Bonds . Prior to depositing any proceeds from the sale of the 1985 Bonds into the Reserve Account, the Fiscal Agent is hereby authorized and directed to deposit any moneys remaining in the reserve funds for the 1975 Bonds and 1977 Bonds in the Reserve Account . (c) In the 1977 Redlands Redevelopment Project Tax Allocation Refunding Bonds Escrow Fund ( the "Escrow Fund" ) an amount which, together with any moneys transferred thereto from the Special Fund of the 1975 Bonds or the 1977 Bonds, plus investment income on all such moneys, shall be sufficient to defease the 1975 Bonds and the 1977 Bonds . (d) In the Redlands Redevelopment Project Rede- velopment Fund ( the "Redevelopment Fund" ) held by the Agency, the balance of the proceeds, if any. The Chairman of the Agency is hereby authorized and directed on behalf of the Agency to execute and deliver -22- the Escrow Agreement establishing the Escrow Fund. Except for incidental expenses and as is necessary to fulfill its purposes, the Escrow Fund shall be used only to defease the 1975 Bonds and the 1977 Bonds, and to that end shall be invested only in eligible Federal Securities in such amounts and maturities which together with the investment earnings therefrom and any uninvested cash will be sufficient for said defeasance. The Escrow Agreement shall require the Escrow Bank (as defined in the Escrow Agreement) to make timely transfers of moneys from the Escrow Fund to such other funds or accounts as may be necessary to defease and retire the 1975 Bonds and the 1977 Bonds on the earliest possible date for said 1975 Bonds and 1977 Bonds, which 1975 Bonds and 1977 Bonds shall be and hereby are ordered to be so redeemed and retired. Any money remaining in the Escrow Fund after the accomplishment of the purposes set out herein, shall be set aside and transferred to the Special Fund established pursuant to Section 15 hereof . Section 13 . Redevelopment Fund. The moneys set aside and placed in the Redevelopment Fund shall remain therein until from time to time expended solely for the pur- pose of financing a portion of the cost of the Redevelopment Project and other costs related thereto, which other costs may include but are not limited to: (a) The payment, in any year during which the Agency owns property in the Redevelopment Project Area, to -23- any city, county, city and county, district or other public corporation which would have levied a tax upon such property had it not been exempt, an amount of money in lieu of taxes as authorized by Section 33401 of the Law; and (b) The cost of any lawful purpose in connection with the Redevelopment Project, including, without limita- tion, those purposes authorized by Section 33445 of the Law; and (c) The necessary expenses in connection with the issuance and sale of the 1985 Bonds and fees of the Fiscal Agent. If any sum remains in the Redevelopment Fund after the full accomplishment of the objects and purposes for which said 1985 Bonds were issued, said sum shall be trans- ferred to the Special Fund. Section 14 . Issuance of Parity Bonds to Pay Pro- ject Costs . If at any time the Agency determines that it will not have sufficient moneys available from other sources to pay its share of the costs of the Redevelopment Project, the Agency may provide for the issuance of, and sell Parity Bonds in such principal amount as it estimates will be needed for such purpose, subject to the following conditions precedent to such sale : (a) The Agency shall be in compliance with all covenants set forth in this resolution. -24- (b) Tax Revenues received or to be received by the Agency based upon the most recent assessed valuation of taxable property in the Redevelopment Project Area (as reported by the Auditor-Controller of San Bernardino County) and upon the most recently established tax rates are at least equal to ( 1) maximum Annual Debt Service on all Bonds which will be outstanding following the issuance of such Parity Bonds, or ( 2) ( i ) 125% of the maximum annual prin- cipal and interest on outstanding Bonds which will be due and payable in any of the next three fiscal years following the issuance of such Parity Bonds ( ii) minus investment income on money in the Reserve Account, whichever amount is greater ; provided that in any event said Tax Revenues, excluding business inventory subvention revenues received by the Agency in the current Fiscal Year during which the cal- culation is made, or to be received by the Agency for the Fiscal Year following the date on which the calculation is made, are at least equal to Maximum Annual Debt Service on all Bonds which will be outstanding following the issuance of such Parity Bonds . (c) The Parity Bonds shall be on such terms and conditions as may be set forth in a supplemental resolution, which shall provide for ( i ) bonds substantially in accor- dance with this resolution, ( ii ) bonds maturing in such amounts and at such times as to provide level annual debt service, ( iii ) no final maturity on any bond prior to the -25- final maturity of the Bonds issued pursuant to this reso- lution, ( iv) the deposit of a portion of the Parity Bond proceeds into the Reserve Account in an amount sufficient, together with the balance of the Reserve Account, to equal Maximum Annual Debt Service on all Bonds including the Bonds issued pursuant to this resolution and Parity Bonds; (d) The issuance of such Parity Bonds shall have been recommended by an opinion of an Independent Financial Consultant. Section 15 . Pledge of Tax Revenues; Special Fund. All the Pledged Tax Revenues and all money in the funds and accounts provided for in this section and Section 17 are hereby irrevocably pledged to the punctual payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and the Pledged Tax Revenues and such other pledged money shall not be used in any manner other than those specified in this resolution while any of the Bonds remain outstanding. This pledge shall constitute a first and exclusive lien on the Pledged Tax Revenues and such other money for the payment of the Bonds in accordance with the terms thereof . All the Pledged Tax Revenues, together with any interest earned thereon, shall , so long as any Bonds shall be outstanding hereunder , be deposited when and as received by the Agency in the "Redlands Redevelopment Project Special Fund" ( the "Special Fund" ) , which fund is hereby continued and which fund the Agency hereby covenants -26- and agrees to maintain with the Fiscal Agent as trustee so long as any Bonds shall be outstanding hereunder . Notwith- standing the foregoing, there shall not be deposited with the Fiscal Agent for deposit in the Special Fund any taxes eligible for allocation to the Agency pursuant to the Law in an amount in excess of that amount which, together with all money then on deposit with the Fiscal Agent in the Special Fund and the accounts -therein, shall be sufficient to dis- charge all Outstanding Bonds as provided in Section 33 . Section 16 . Receipt and Deposit of Tax Reve- nues , The Agency covenants and agrees that all Pledged Tax Revenues, when and as received, will be received by the Agency in trust hereunder and will be deposited by the Agency in the Special Fund and will be accounted for through and held in trust in the Special Fund, and the Agency shall have no beneficial right or interest in any of such money, except only as provided in this resolution. All such Pledged Tax Revenues, whether received by the Agency in trust or deposited with the Fiscal Agent as trustee, all as herein provided, shall nevertheless be disbursed, allocated and applied solely to the uses and purposes hereinafter in this resolution set forth, and shall be accounted for sepa- rately and apart from all other money, funds, accounts or other resources of the Agency. Section 17 . Establishment and Maintenance of Accounts for Use of Money in the Special Fund. All money in -27- the Special Fund shall be set aside by the Fiscal Agent in the following respective accounts within the Special Fund (each of which is hereby created and each of which the Agency hereby covenants and agrees to cause to be main- tained) , in the following order of priority: ( 1) Interest Account, ( 2) Serial Bond Payment Account, ( 3) Term Bond Sinking Payment Account, ( 4) Reserve Account, and ( 5) Holding Account . All money in each of such accounts shall be held in trust by the Fiscal Agent and shall be applied, used and withdrawn only for the purposes hereinafter authorized in this section. ( 1) Interest Account . On or before June 30 and December 31 of each year , beginning on December 31, 1985, the Fiscal Agent shall set aside from the Special Fund and deposit in the Interest Account an amount of money which, together with any money contained therein, is equal to the aggregate amount of the interest becoming due and payable on all Outstanding Bonds on the next succeeding interest pay- ment date. No deposit need be made into the Interest Account if the amount contained therein is at least equal to the aggregate amount of the interest becoming due and pay- able on all outstanding Bonds on the next succeeding interest payment date. All money in the Interest Account -28- shall be used and withdrawn by the Fiscal Agent solely for the purpose of paying the interest on the Bonds as it shall become due and payable ( including accrued interest on any Bonds purchased or redeemed prior to maturity) . ( 2) Serial Bond Payment Account. on or before June 30 of each year , beginning on June 30 , 1987 , the Fiscal Agent shall set aside from the Special Fund and deposit in the Principal Account an amount of money which, together with any money contained therein, is equal to the aggregate amount of the principal becoming due and payable on all out- standing Serial Bonds on the next succeeding July 1 . No deposit need be made into the Serial Bond Account if the amount contained therein is at least equal to the principal amount of all Outstanding Serial Bonds maturing by their terms on the next succeeding July 1 . All money in the Serial Bond Account shall be used by the Fiscal Agent solely for the purpose of paying the principal of the Serial Bonds as they shall become due and payable. ( 3 ) Term Bond Sinking Payment Account . On or before June 30 of each year , beginning on June 30 , 2006 , the Fiscal Agent will set aside from the Special Fund and deposit in the Term Bond Sinking Payment Account, an amount of money equal to, but not greater than, the mandatory sinking fund payment required to be deposited therein, as set forth in the following table: -29- Year Amount 2006 . . . . . . . . . . . . . . 585 , 000 2007 . . . . . . . . . . . . . . 645, 000 2008 . . . . . . . . . . . . . . 710r000 2009 . . . . . . . . . . . . . . 780, 000 2010 . . . . . . . . . . . . . . 860, 000 2011 . . . . . . . . . . . . . . 945, 000 2012 . . . . . . . . . . . . . 1, 040 , 000 2013. . . . . . . . . . . . . 1, 140, 000 2014. . . . . . . . . . . . . 1, 255, 000 2015. . . . . . . . . . . . . 1, 380, 000 The Agency hereby covenants and agrees with the holders of the Term Bonds to call and redeem Term Bonds (without premium) from the Term Bond Sinking Payment Account pursuant to and in accordance with the schedule set forth in this paragraph, and in accordance with the provisions of Section 10 hereof. All Term Bonds redeemed pursuant to this section shall be cancelled. No deposit need be made into the Term Bond Sinking Payment Account if the amount contained therein is at least equal to the aggregate amount of all mandatory sinking pay- ment account payments required to have been made by the year ending on the next succeeding July 1 . All money in the Term Bond Sinking Payment Account shall be used and withdrawn by the Fiscal Agent only to pur- chase or to redeem Term Bonds. -30- ( 4) Reserve Account . On or before June 30 and December 31 of each year , beginning on December 31, 1985, the Fiscal Agent shall set aside from the Special Fund and deposit in the Reserve Account an amount of money that shall be required to maintain the Reserve Account in the full amount of Maximum Annual Debt Service. No deposit need be made in the Reserve Account so long as there shall be on deposit therein a sum equal to at least the amount required by this paragraph to be on deposit therein. All money in the Reserve Account shall be used and withdrawn by the Fiscal Agent solely for the purpose of replenishing the Interest Account, the Serial Bond Payment Account or the Term Bond Sinking Payment Account, in such order , in the event of any deficiency at any time in any of such accounts, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money of the Agency is lawfully available therefor , or for the retirement of all the Bonds then out- standing, except that so long as the Agency is not in default hereunder , any amount in the Reserve Account in excess of the amount required by this paragraph to be on deposit therein except as herein otherwise provided, shall be withdrawn from the Reserve Account and deposited in the Special Fund. ( 5) Holding Account . On January 2 and July 2 of each year, beginning on January 2 , 1986, the Fiscal Agent -31- shall set aside from the Special Fund and deposit in the Holding Account all moneys then remaining in the Special Fund after the above-mentioned transfers have taken place; provided, however , that if one hundred percent ( 100%) of Annual Debt Service plus the amount , if any, necessary to restore the required Reserve Account balance was placed in the Special Fund for such year and the Agency is not in default hereunder, all money then remaining in the Special Fund on said date after the above-described transfers have taken place, together with all money then remaining in the Holding Account, may be set aside and at the written request of the Agency returned to the Agency for any lawful purpose. Except as set forth in the preceding sentence, all money in the Holding Account shall be used and withdrawn by the Fiscal Agent for the purpose of replenishing the Interest Account, the Principal Account, and the Reserve Account , in such order , in the event of any deficiency at any time in such accounts, or for the purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds in the event that no other money of the Agency is lawfully available therefor, or for the retirement of all the Bonds then outstanding, or , so long as the Agency is not in default hereunder , at the written request of the Agency for the purchase of Bonds at public or private sale as and when and at such prices ( including brokerage and other charges, but excluding accrued interest, which is payable -32- from the Interest Account) as it may in its discretion determine, but not to exceed the principal amount of Bonds plus the redemption premium applicable on the next ensuing redemption date. All Bonds purchased pursuant to this section shall be cancelled. All money in the Holding Account on April 1 or October 1 of any year beginning on April 1, 1995 shall (provided it amounts to at least $50,000 ) be used and withdrawn by the Fiscal Agent on the next succeeding July 1 or January 1, as the case may be, for the redemption of Bonds, and the Agency hereby covenants and agrees with the holders of the Bonds to call and redeem Bonds from the Holding Account pursuant to this paragraph and pursuant to Section 10 hereof whenever on April 1 or October 1 of any year , beginning on April 1, 1995, there is money in the Holding Account in such amount and available for such purpose as provided in this paragraph. Section 18 . Deposit and Investment of Money in Funds and Accounts . All money held by the Agency or Fiscal Agent in any of the funds established pursuant to this reso- lution shall be held in time or demand deposits in any bank or trust company ( including the Fiscal Agent) authorized to accept deposits of public moneys and shall be secured at all times by such obligations as are required by law and (except as the Agency may waive security for such portion of any deposit as is insured pursuant to federal law) to the fullest extent required by law, except such money as is at -33- the time invested in accordance with this section. Money in the Special Fund ( including money in the Interest Account , the Serial Bond Payment Account, the Term Bond Sinking Pay- ment Account ) or in the Holding Account may, and upon the written request of the Agency shall, be invested by the Fiscal Agent, in those Federal Securities or negotiable certificates of deposit issued by a nationally or state chartered bank . In the event that the Bonds are insured by the American Municipal Bond Assurance Corporation ( "AMBAC" ) such nationally or state chartered bank shall be approved in writing by AMBAC. Money in the Redevelopment Fund may be invested by the Agency in Federal Securities or negotiable certificates of deposit issued by a nationally or state chartered bank . Investments of money in the Special Fund ( including money in the Interest Account, the Serial Bond Payment Account, the Term Bond Sinking Payment Account , or in the Holding Account) must mature no later than the date at which such money is estimated to be required to be paid out hereunder . Investments of money in the Redevelopment Fund must mature not later than six months after the date on which such money is estimated to be required to be paid out hereunder . Money in the Reserve Account may, and upon written request of the Agency shall, be invested by the Fiscal Agent in Federal Securities, half of which shall mature not more than three ( 3) years from the date of pur- chase by the Fiscal Agent and the balance of which shall -34- mature not more than ten ( 10 ) years from the date of pur- chase by the Fiscal Agent provided that no such security shall mature later than the final maturity of the Bonds . All investment income received prior to the completion of the financing of the Redevelopment Project on any money so invested shall be deposited in the Redevelopment Fund, and all investment income received subsequent thereto on any money so invested shall be transferred to the Agency, except investment income on money in the Reserve Account, which shall be deposited in the Special Fund. Section 19 . Covenants of the Agency. The Agency shall preserve and protect the security of the Bonds and the rights of the Bondholders and defend their rights against all claims and demands of all persons. Until such time as an amount has been set aside sufficient to pay all Outstand- ing Bonds at maturity, plus unpaid interest thereon to maturity, the Agency will ( through its proper members, offi- cers, agents, or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in this resolution or in any Bond issued hereunder, including the following covenants and agreements for the benefit of the bondholders : ( 1) The Agency covenants and agrees that it will diligently carry out and continue to completion, with all practicable dispatch, the Redevelopment Project in accor- dance with its duty so to do under and in accordance with -35- the Law and the Redevelopment Plan and in a sound and eco- nomical manner . The Redevelopment Plan may be amended as provided in the Law but no amendment shall be made which would substantially impair the security of the 1985 Bonds or the rights of the bondholders . ( 2) The Agency covenants and agrees that the pro- ceeds of the sale of the 1985 Bonds will be deposited and used as provided in this resolution and that it will manage and operate all properties owned by it and comprising any part of the Redevelopment Project in a sound and business- like manner . ( 3 ) The Agency covenants and agrees that, except as permitted in Section 14 hereof, it will not issue any other obligations payable, principal or interest, from the Pledged Tax Revenues which have, or purport to have, any lien upon the Pledged Tax Revenues superior to or on a parity with the lien of the 1985 Bonds herein authorized; provided, however , that nothing in this resolution shall prevent the Agency from issuing and selling pursuant to law refunding bonds or other refunding obligations payable from and having a first lien upon the Pledged Tax Revenues if such refunding bonds or other refunding obligations are issued for the purpose of, and are sufficient for the pur- pose of, refunding all of the 1985 Bonds authorized by this resolution and then outstanding. -36- ( 4) The Agency covenants and agrees that it will duly and punctually pay or cause to be paid the principal of and interest on each of the Bonds issued hereunder on the date, at the place and in the manner provided in said Bonds, solely from the Tax Revenues and other funds as herein pro- vided. The Agency further covenants that it will comply with the requirements of Section 33675 of the Law, including the filing of a "statement of indebtedness" with the Audi- tor-Controller of Riverside County. ( 5) The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Agency or any of the properties then owned by it in the Redevelopment Project Area, or upon the revenues and income therefrom and will pay all lawful claims for labor , material and supplies which if unpaid might become a lien or charge upon any of said properties, reve- nues or income or which might impair the security of the Bonds or the use of Tax Revenues or other funds to pay the principal of and interest thereon, all to the end that the priority and security of said Bonds shall be preserved; pro- vided that nothing in this paragraph shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity thereof . -37- ( 6) The Agency covenants and agrees that it will at all times keep, or cause to be kept , proper and current books and accounts ( separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the Redevelopment Pro- ject and the Tax Revenues and other funds herein provided for, and will prepare within 180 days after the close of each of its fiscal years a complete financial statement or statements for such year in reasonable detail covering such Redevelopment Project, Tax Revenues and other funds, certi- fied by a certified public accountant or firm of certified public accountants selected by the Agency, and will furnish a copy of such statement or statements to the Fiscal Agent or any bondholder upon written request . (7 ) The Agency covenants and agrees that if all or any part of the Redevelopment Project Area should be taken from it, by eminent domain proceedings or other pro- ceedings authorized by law, for any public or other use under which the property will be tax exempt, the net pro- ceeds realized by the Agency therefrom will be deposited in the Special Fund and used and applied for the purpose of paying principal of and interest on said Bonds and any Parity Bonds; provided that the net proceeds realized by the Agency from such taking of any part of the Redevelopment Project Area the redevelopment of which was financed by the Agency through the issuance of lease revenue bonds will be -38- deposited, used and applied in the manner provided by the resolution authorizing issuance of such lease revenue bonds . ( 8 ) The Agency covenants and agrees that it will not dispose of more than 10% of the assessed value of land or real property or 10% of the land area in the Redevelop- ment Project Area (except property shown in the Redevelop- ment Plan in effect on the date this resolution is adopted as planned for public use, or property to be used for public streets, public off-street parking, sewage facilities, ease- ments or rights of way for public utilities, or other similar uses) to public bodies or other persons or entities whose property is tax exempt if as a result of such dispo- sition the security of the Bonds or the rights of bond- holders would be substantially impaired. (9 ) The Agency covenants and agrees to preserve and protect the security of the Bonds and the rights of the bondholders and to defend their rights under all claims and demands of all persons. Without limiting the generality of the foregoing, the Agency covenants and agrees to contest by court action or otherwise (a) the assertion by any officer of any government unit or any other person whatsoever against the Agency that ( i ) the Law is unconstitutional or ( ii ) that the Pledged Tax Revenues cannot be paid by the Agency for the debt service on the Bonds, or (b) any other action affecting the validity of the Bonds or diluting the security therefor, or (c) any assertion by the United States -39- of America or any department or agency thereof or any other person that the interest received by the bondholders is tax- able under federal income tax laws . The Agency covenants and agrees to take no action which, based on an Opinion of Counsel, would result in (a) the Pledged Tax Revenues being withheld unless the withholding thereof is being contested in good faith, or (b) the interest received by the bond- holders becoming taxable under federal income tax laws . The Agency covenants with the holders of all the Bonds at any time outstanding that it will make no use of the proceeds of the Bonds which will cause the Bonds to be "arbitrage bonds" subject to federal income taxation by reason of Sec- tion 103 (c) of the Internal Revenue Code of 1954, as amended. To that end, so long as any of the Bonds are out- standing, the Agency, with respect to the proceeds of the Bonds, shall comply with all requirements of said Section 103(c) and all regulations of the United States Department of the Treasury issued thereunder , to the extent that such requirements are, at the time, applicable and in effect . ( 10 ) The Agency covenants that under no circum- stances shall any initial investment, subsequent investment or reinvestment of the proceeds of the 1985 Bonds be made in such a manner as to result in the loss of exemption from federal income taxation of interest on the 1985 Bonds . Except as permitted during "temporary periods" (as such term is defined in the proposed Income Tax Regulations referred -40- to herein) under said proposed Income Tax Regulations , the proceeds of the 1985 Bonds shall not be invested directly or indirectly in taxable obligations so as to produce a yield which is materially higher than the yield on the 1985 Bonds such as would result in the 1985 Bonds constituting "arbitrage bonds" within the meaning of Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the Income Tax Regulations issued thereunder , but such sums may be otherwise invested if and when such section and any regu- lations thereunder permit the investment to be made in the manner made without causing the 1985 Bonds to become "arbitrage bonds . " ( 11) The Agency covenants that it shall give notice of the defeasance of the 1975 Bonds and the 1977 Bonds by publication, at least once, in a financial newspaper or journal of general circulation in New York, New York, and such notice shall also be mailed, postage prepaid, to all registered owners, if any, of said 1975 Bonds and 1977 Bonds at the address appearing on the bond registry books . Such notice shall be in accordance with the defeasance provisions of the resolutions for said 1975 Bonds and 1977 Bonds and shall be in addition to the notice of redemption required by the resolutions for said 1975 Bonds and 1977 Bonds . ( 12) The Agency covenants with the holders of all of the Bonds at any time outstanding that it has not and -41- will not incur any loans, obligations or indebtedness repay- able from the Tax Revenues such that the total aggregate debt service on said loans , obligations or indebtedness incurred from and after the date of adoption of the Redevel- opment Plan, when added to the total aggregate debt service on the Bonds, will exceed the maximum amount of Tax Revenues to be divided and allocated to the Agency pursuant to the Redevelopment Plan. Section 20 . Taxation of Leased Property. When- ever any property in the Redevelopment Project Area has been redeveloped and thereafter is leased by the Agency to any person or persons (other than the City of Redlands or any public instrumentality thereof) or whenever the Agency leases real property in the Redevelopment Project Area to any person or persons (other than the City of Redlands) for redevelopment, the property shall be assessed and taxed in the same manner as privately owned property, as required by Section 33673 of the Health and Safety Code. Section 21 . Fiscal Agent . The Agency hereby appoints Bank of America National Trust & Savings Associ- ation, Los Angeles, California, as Fiscal Agent to act as the agent and depositary of the Agency for the purpose of receiving Pledged Tax Revenues and other moneys as provided in this resolution, to hold, allocate, use and apply such Pledged Tax Revenues and other moneys as provided in this resolution, and to perform such other duties and powers of the Fiscal Agent as are prescribed in this resolution. -42- The Agency shall from time to time, on demand, pay to the Fiscal Agent reasonable compensation for its services and shall reimburse the Fiscal Agent for all its advances and expenditures, including but not limited to advances to and fees and expenses of independent appraisers, account- ants, consultants, counsel , agents and attorneys-at-law or other experts employed by the Fiscal Agent in the exercise and performance of its powers and duties hereunder . The Agency may remove the Fiscal Agent initially appointed or any successor thereto and in such case shall forthwith appoint a successor thereto but any successor shall be a bank or trust company doing business and having an office in the City of Redlands, having a combined capital and surplus of at least $50,000,000, provided, however, that if the 1985 Bonds are insured by AMBAC, said successor bank shall have a combined capital and surplus of at least $500,000,000 or such lesser number as is approved in writing by AMBAC. The Fiscal Agent herein appointed or any substi- tuted Fiscal Agent may at any time resign as such by writing filed with the Agency in which event the Agency shall forth- with appoint a substitute Fiscal Agent and the resignation shall become effective upon such appointment. In the event that the Fiscal Agent or any successor becomes incapable of acting as such the Agency shall forthwith appoint a substi- tute Fiscal Agent. Any bank or trust company into which the Fiscal Agent may be merged or with which it may be consoli- -43- dated shall become the Fiscal Agent without action of the Agency. The Fiscal Agent may become the owner of any of the Bonds authorized by this resolution with the same rights it would have had if it were not the Fiscal Agent . The Fiscal Agent shall have no duty or obligation whatsoever to enforce the collection of or to exercise dili- gence in the enforcement of the collection of moneys assigned to it hereunder, or as to the correctness of any amounts received, but its liability shall be limited to the proper accounting for such funds as it shall actually receive. The recitals of fact and all promises, covenants and agreements contained herein and in the Bonds of said authorized issue shall be taken as statements, promises, covenants and agreements of the Agency, and the Fiscal Agent assumes no responsibility for the correctness of the same, and makes no representations as to the validity or suffi- ciency of this resolution or of the Bonds, and shall incur no responsibility in respect thereof , other than in con- nection with the duties or obligations herein or in the Bonds assigned to or imposed upon the Fiscal Agent . The Fiscal Agent shall not be liable in connection with the per- formance of its duties hereunder , except for its own negli- gence or default . Section 22. Lost, Destroyed or Mutilated Bonds . In the event that any Bond is lost, stolen, destroyed or -44- mutilated, the Agency will cause to be issued a new Bond similar to the original to replace the same in such manner and upon such reasonable terms and conditions, including the payment of costs and the posting of a surety bond if the Agency deems such surety bond necessary, as may from time to time be determined and prescribed by resolution. The Agency may authorize such new Bond to be signed and authenticated in such manner as it determines in said resolution, but if said resolution does not specify such manner , such new bond shall be signed and authenticated as set forth in this resolution. Section 23. Cancellation of Bonds. All Bonds surrendered to the Fiscal Agent for payment shall upon pay- ment therefor be cancelled immediately and forthwith trans- mitted to the Treasurer . All of the cancelled Bonds shall remain in the custody of the Treasurer until destroyed pursuant to due authorization. Section 24 . Amendments Without Consent of Bond holders. The Agency may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be inconsistent with the terms and provisions hereof (which supplemental resolutions shall thereafter form a part hereof) , (a) to cure any ambiguity or formal defect or omission in this resolution or in any supplemental resolu- tion, or -45- (b) to grant to or confer upon the Fiscal Agent for the benefit of the bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the bondholders or the Fiscal Agent. Section 25. Amendments with Consent of Bond- holders . This resolution, and the rights and obligations of the Agency of the holders of the 1985 Bonds issued here- under, may be modified or amended at any time by supple- mental resolution adopted by the Agency with the consent of 1985 bondholders holding sixty percent (60%) in aggregate principal amount of the outstanding 1985 Bonds, exclusive of 1985 Bonds, if any, owned by the Agency or the City of Redlands, and obtained as hereinafter set forth; provided, however , that no such modification or amendment shall, with- out the express consent of the registered owner of the 1985 Bond affected, reduce the principal amount of any 1985 Bond, reduce the interest rate payable thereon, advance the ear- liest redemption date, reduce the premium payable upon redemption thereof, extend its maturity or the 'times for paying interest thereon or change the monetary medium in which principal and interest is payable, nor shall any such modification or amendment reduce the percentage of consent required for amendment or modification. Section 26. Calling Bondholders ' Meeting. If the Agency shall desire to obtain any such consent, it shall -46- duly adopt a resolution calling a meeting of the Bondholders for the purpose of considering the action the consent to which is desired. Section 27 . Notice of Meeting. Notice specifying the purpose, place, date and hour of such meeting shall be mailed, postage prepaid, to the respective registered owners of the 1985 Bonds at their addresses appearing on the regis- try books maintained by the Fiscal Agent . 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 bondholder 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 bondholder to show that he failed to receive actual notice of such meeting. Section 28 . Voting Qualifications . The Fiscal Agent shall prepare and deliver to the chairman of the meeting a list of the names and addresses of the registered owners of 1985 Bonds, with a statement of the maturities and serial numbers of the Bonds held and no bondholder shall be -47- entitled to vote at such meeting unless his name appears upon such list or unless he shall present his Bond or Bonds at the meeting, properly endorsed, or a certificate of deposit thereof , satisfactory to the Agency, executed by a bank or trust company or similar entity. No bondholder shall be permitted to vote with respect to a larger aggre- gate principal amount of Bonds than is set against his name on such list, unless he shall produce the Bonds upon which he desires to vote, or a certificate of deposit thereof as above provided. Section 29. Issuer-Owned Bonds. The Agency cove- nants that it will present at the meeting a certificate, signed and verified by one member thereof and by the Trea- surer , stating the serial numbers, maturities and principal amounts of all 1985 Bonds owned by, or held for account of , the Agency or the City of Redlands, directly or indi- rectly. No person shall be permitted at the meeting to vote or consent with respect to any Bond appearing upon such cer- tificate, or any Bond which it shall be established at or prior to the meeting is owned by the Agency or the City of Redlands, directly or indirectly, and no such Bond ( in this resolution referred to as "issuer-owned Bonds" ) shall be counted in determining whether a quorum is present at the meeting. Section 30 . Quorum and Procedure. A represen- tation of at least 604 in aggregate principal amount of the -48- 1985 Bonds then outstanding (exclusive of issuer-owned Bonds, if any) shall be necessary to constitute a quorum at any 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 such adjournment shall have been held by a quorum or by less than a quorum. The Agency 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 chairman and secretary. At any meeting each bondholder shall be entitled to one vote for every $5, 000 principal amount of 1985 Bonds with respect to which he shall be qualified to vote as aforesaid, and such vote may be given in person or by proxy duly appointed by an instrument in writing pre- sented at the meeting. The Agency and/or the Fiscal Agent by their duly authorized representatives and counsel, may attend any meeting of the bondholders, but shall not be required to do so. Section 31 . Vote Required. At any such meeting held as aforesaid there shall be submitted for the consi- deration and action of the bondholders a statement of the proposed action consent to which is desired, and if such action shall be consented to and approved by bondholders holding at least 60% in aggregate principal amount of the 1985 Bonds then outstanding (exclusive of issuer-owned 1985 Bonds) the chairman and secretary of the meeting shall so -49- certify in writing to the Agency, and such certificate shall constitute complete evidence of consent of the bondholders under the provision of this resolution. A certificate signed and verified by the chairman and the secretary of any such meeting shall be conclusive evidence and the only com- petent evidence of matters stated in such certificate relating to proceedings taken at such meeting. Section 32 . Proceedings Constitute Contract . The provisions of this resolution, of the resolutions providing for the sale of the 1985 Bonds and awarding the 1985 Bonds and fixing the interest rates thereon, and of any other resolution supplementing or amending this resolution and adopted prior to the issuance of the 1985 Bonds hereunder , shall constitute a contract between the Agency and the bond- holders and the provisions thereof shall be enforceable by any bondholder for the equal benefit and protection of all bondholders similarly situated by mandamus, accounting, man- datory injunction or any other suit, action or proceeding at law or in equity that is now or may hereafter be authorized under the laws of the State of California in any court of competent jurisdiction. Said contract is made under and is to be construed in accordance with the laws of the State of California. If one or more of the following events ( "events of default" ) shall happen, that is to say-- -50- ( 1) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; ( 2) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; ( 3) if default shall be made by the Agency in the observance of any of the covenants, agreements or conditions contained in this resolution or in the Bonds, and such default shall have continued for a period of 30 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 juris- diction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of is property; then, and in each and every such case during the continuance of such event of default, the Fiscal Agent may, _51- upon notice in writing to the Agency, and shall, if it is requested by the holders of not less than a majority in aggregate principal amount of the 1985 Bonds at the time outstanding (such request to be in writing to the Fiscal Agent and the Agency) declare the principal of all of the 1985 Bonds then outstanding and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be imme- diately due and payable, anything in this resolution or in the Bonds to the contrary notwithstanding. Such declaration may be rescinded by the holders of not less than a majority of the 1985 Bonds then out- standing provided the Agency cures such default or defaults including the deposit with the Fiscal Agent of a sum suffi- cient to pay all principal on the 1985 Bonds matured prior to such declaration and all matured installments of interest ( if any) upon all the 1985 Bonds, with interest at the rate of 12% per annum on such overdue installments of principal and, to the extent such payment of interest on interest is lawful at that time, on such overdue installments of interest, so that the Agency is currently in compliance with all payment, deposit and transfer provisions of this reso- lution, and an amount sufficient to pay any expenses incurred by the Fiscal Agent in connection with such default . -52- Any bondholder shall have the right, for the equal benefit and protection of all bondholders similarly situated-- ( 1) by mandamus, suit, action or proceeding, to compel the Agency and its members, officers, agents or employees to perform each and every term, provision and covenant contained in this resolution and in the Bonds, and to require the carrying out of any or all such covenants and agreements of the Agency and the fulfillment of all duties imposed upon it by the Law; ( 2) by suit, action or proceeding in equity, to enjoin any acts or things which are unlawful, or the vio- lation of any of the bondholders ' rights; or ( 3) upon the happening of any event of default (as defined in this Section) , by suit, action or proceeding in any court of competent jurisdiction, to require the Agency and its members and employees to account as if it and they were the trustees of an express trust . Nothing in this Section or in any other provisions of this resolution, or in the Bonds shall affect or impair the obligation of the Agency, which is absolute and uncon- ditional, to pay the principal of and interest on the Bonds to the respective holders of the Bonds at the respective date of maturity, as herein provided, or affect or impair the right, 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. -53- No remedy conferred hereby upon any bondholder is intended to be exclusive of any other remedy, but each such 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 the Redevelopment Law or any other law of the State of California. No waiver of any default or breach of duty or contract by any bondholder shall affect any subsequent default or breach of duty or contract or shall impair any rights or remedies on said sub- sequent default or breach of duty or contract or shall impair any rights or remedies on said subsequent default or breach. No delay or omission of any bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed as a waiver of any default or acquiescence therein. Every substantive right and every remedy conferred upon the bondholders may be enforced and exercised as often as may be deemed expe- dient . In case any suit, action or proceeding to enforce any right or exercise any remedy shall be brought or taken and should said suit, action or proceeding be abandoned, or be determined adversely to the bondholders, then, and in every such case, the Agency and the bondholders shall be restored to their former positions, rights and remedies as if such suit , action or proceeding had not been brought or taken. -54- After the issuance and delivery of the 1985 Bonds, this resolution and supplementary resolutions thereto shall be irrepealable, but shall be subject to modification or amendment to the extent and in the manner provided in this resolution, but to no greater extent and in no other manner . Section 33 . Defeasance. If the Agency shall pay or cause to be paid, or shall have made provisions to pay, or there shall have been set aside in trust funds to pay, to the holders of the Bonds, the principal and interest, and premium, if any, to become due thereon (except provision for payment pursuant to an insurance policy guaranteeing payment of principal and interest on the Bonds) , then the pledge of the Pledged Tax Revenues and all other rights granted hereby, shall thereupon cease, terminate and become void and be discharged and satisfied and Tax Revenues allocated to the Agency pursuant to Section 33670 of the Law shall no longer be payable to the Fiscal Agent on account of the Bonds. Bonds for the payment and discharge of which upon maturity, or upon redemption prior to maturity, provision has been made through the setting apart in a reserve fund or special trust account created pursuant to this resolution or otherwise to insure the payment thereof , of money sufficient for the purpose or through the irrevocable segregation for that purpose in some sinking fund or other fund or trust account of moneys sufficient therefor , including, but not -55- limited to, investment income earned or to be earned on direct obligations of the United States of America or bonds or other income earned or to be earned on direct obligations of the United States of America or bonds or other obliga- tions for which the faith and credit of the United States of America are pledged for the payment of principal and inter- est, shall, as provided herein, no longer be deemed to be outstanding and unpaid; provided, however , that if any such 1985 Bonds are to be redeemed prior to the maturity thereof, the Agency shall have taken all action necessary to redeem such Bonds and notice of such redemption shall have been duly given or provisions made for the giving of such notice, and provided further that, if the maturity or redemption date of any such 1985 Bond shall not have arrived, provision shall have been made by the Agency by deposit, for the pay- ment to the holders of any such 1985 Bonds, upon surrender thereof, whether or not prior to maturity or redemption date thereof, of the full amount to which they would be entitled by way of principal, premium, if any, or interest to the date of such maturity or redemption, including in the compu- tation of said full amount any income to be earned by way of investment of said deposit , as provided below, and provision shall have been made by the Agency, for the publication, in a Financial Newspaper or Journal published in or near the City of New York, New York, of a notice to the holders of such Bonds that such moneys are available for such payment . -56- Moneys held for payment or redemption in accor- dance with the provisions of this Section shall be invested in direct obligations of the United States of America, or bonds or other obligations for which the faith and credit of the United States of America are pledged for the payment of principal and interest, to mature or be withdrawable, as the case may be, not later than the time when needed for such payment or redemption. Net income earned on such invest- ments may be paid to the Agency or may be used for the pay- ment or redemption of 1985 Bonds and to the extent permitted by law may be considered as adequate provision for payment. Section 34 . Severability. If any covenant, agreement or provision, or any portion thereof, contained in this resolution, or the application thereof to any person or circumstances, is held to be unconstitutional , invalid or unenforceable, the remainder of this resolution and the application of any such covenant , agreement or provision, or portion thereof, to other persons or circumstances , shall be deemed severable and shall not be affected, and this resolu- tion and the 1985 Bonds issued pursuant hereto shall remain valid and the bondholders shall retain all valid rights and benefits accorded to them under this resolution and the Constitution and laws of the State of California. If the provisions relating to the appointment and duties of a Fiscal Agent are held to be unconstitutional , invalid or unenforceable, said duties shall be performed by the Treasurer . -57- Section 35. Effective Date. This resolution shall take effect upon adoption. ADOPTED AND APPROVED THIS 16th day of April 1985. Chairperson of the Redevelopment Agency of the City of Redlands Sec-fe ary of e- Redevelopment Agen r of theMdj ty of Redlands -58- I , LORRIE POYZER, Secretary of the Redevelopment Agency of the City of Redlands , do hereby certify that the foregoing Resolution was regularly introduced and adopted by the members of the Redevelopment Agency of the City of Redlands , at a regular meeting thereof held on the 16th day of April, 1985 , by the following vote of the members : AYES : Messrs . Johnson, DeMirjyn , Larsen NOES : None ABSENT: Mr. Martinez , Chairman Beswick ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Redevelopment Agency of the City of Redlands , California , this 16th day of April, 1985 . ffe-c-fejltary of Redevelopment Agen),cy of t �e ?ity of Redlands , Cal,i'fornia JRR0046 EXHIBIT A [Form of bond] UNITED STATES OF AMERICA STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF REDLANDS THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS REDLANDS REDEVELOPMENT PROJECT 1985 TAX ALLOCATION AND REFUNDING BOND No. The REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS (hereinafter sometimes called the "Agency" ) , a public body corporate and politic, duly organized and existing under the laws of the State of California, for value received, hereby promises to pay (but solely from the funds hereinafter men- tioned) to - or registered assigns on (subject to the right of prior redemption hereinafter mentioned) , upon presentation and surrender of this bond, the principal sum of Dollars ($ ) , with interest thereon (payable solely from said funds) from the date hereof at the rate of _% per annum, interest payable semi- annually on the first day of January and the first day of July of each and every year commencing January 1986 until this bond is paid; provided, however , that if at the maturity date of this bond, or if the same is duly called for redemption, then at the date fixed for redemption, moneys are available for payment or redemption thereof, as provided in the resolution hereinafter mentioned, this bond shall then cease to bear interest. Principal is payable in "Lawful money of the United States of America at the Prin- cipal Corporate Trust office of Bank of America National Trust & Savings Association, Fiscal Agent for the Agency, in San Francisco, California. Interest hereon is payable by check or draft to the person whose name appears on the bond registration books of the Fiscal Agent as the registered owner hereof as of the close of business on the fifteenth day of December and June for interest payable on the succeeding January 1 and July 1, respectively, at such person' s address as it appears on such registration books. This bond and the interest thereon are not a debt of the City of Redlands, the State of California or any of its political subdivisions and neither said city, said state nor any of its political subdivisions is liable thereon, nor in any event shall this bond or said interest or premium be payable out of any moneys or properties other than the moneys of the Agency hereinafter mentioned. This bond does not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restric- tion. Neither the members of the Agency nor any persons executing this bond are liable personally on this bond by reason of its issuance. -2- This bond is one of a duly authorized issue of bonds of the Agency designated "Redlands Redevelopment Pro- ject 1985 Tax Allocation and Refunding Bonds ( "the bonds" ) limited in aggregate principal amount to $14, 245, 000, in various multiples of $5,000, all of like tenor (except for bond numbers and maturity dates and differences, if any, in interest rate) and all of which have been issued pursuant to and in conformity with the Constitution and laws of the State of California and particularly the Community Redevel- opment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California) for the purpose of finan- cing and refinancing a portion of the cost of the redevelop- ment project above designated, and are authorized by and issued pursuant to Resolution No. 166 adopted by the Agency on March 6, 1984 as amended by Resolution No. 173 adopted by the Agency on April 16, 1985 (both hereinafter referred to as the "resolution" ) , and all of the bonds are equally secured in accordance with the terms of the resolution, reference to which is hereby made for a specific description of the security therein provided for said bonds, for the nature, extent and manner of enforcement of such security, for the covenants and agreements made for the benefit of the bondholders, and for a statement of the rights of the bond- holders. By the acceptance of this bond the holder thereof assents to all of the terms, conditions and provisions of said resolution. In the manner provided in the resolution, said resolution and the rights and obligations of the Agency and of the holders of said bonds, may (with certain excep- tions as stated in said resolution) be modified or amended with the consent of the issuer of the bonds and with the consent of issuer of the bonds and with the consent of the holders of 60% in aggregate principal amount of outstanding bonds, exclusive of bonds , if any, owned by the Agency or the City of Redlands . The principal of this bond, the interest hereon and any premium payable upon redemption hereof, are secured by an irrevocable and first pledge of, and are payable solely from, Pledged Tax Revenues (as such term is defined in said resolution) and other moneys, all as more particularly set forth in the resolution. If this bond matures on or after July 1 , 1996 , it is callable and redeemable in the manner and subject to the terms and provisions, and with the effect , set forth in the resolution at the option of the Agency, on July 1, 1995 , or on any interest payment date thereafter prior to maturity, as a whole or in part , in inverse order of maturity and by lot within a single maturity, upon at least 30 days ' prior notice to the registered owner hereof at a redemption price equal to the principal amount thereof plus the following premiums (percentage of par value) if redeemed at the following times: -4- Redemption Dates Premium July 1 , 1995 or January 1, 1996 102% July 1, 1996 or January 1 , 1997 101. 5% July 1 , 1997 or January 1, 1998 101% July 1, 1998 or January 1, 1999 100 . 5% July 1 , 1999 and thereafter 100% This bond shall be issued in fully registered form only and no transfer hereof shall be valid unless made by the registered owner and entered and noted by the Fiscal Agent in books kept by it for that purpose, and the prin- cipal hereof and any redemption premium shall be payable only to the registered owner or to his order . Interest on this bond shall be payable to the person whose name appears upon the registry books as the registered owner hereof. This bond shall not be entitled to any benefit under the resolution, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Fiscal Agent . It is hereby recited, certified and declared that any and all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issu- ance of this bond exist , have happened and have been per- formed in due time, form and manner as required by the Constitution and statutes of the State of California. IN WITNESS WHEREOF, The Redevelopment Agency of the City of Redlands has caused this bond to be signed on its -5- behalf by its Chairperson by her facsimile signature and by its Secretary by her facsimile signature and the seal of said Agency to be impressed, imprinted or reproduced hereon, all as of the day of . Chairperson of the Redevelopment Agency of the City of Redlands (SEAL) fSe r` tary o Redevelopment Agency of the ity of Redlands -6- [Form of Certificate of Authentication] This is one of the Bonds described in the within- mentioned resolution. Fiscal Agent By: Authorized Officer [Form of Assignment of Bonds ] For value received hereby sells, assigns and transfers unto the within-mentioned bond and hereby irrevocably constitutes and appoints , attorney, to transfer the same on the books of the Fiscal Agent with full power of substitution in the premises. Dated: NOTE: The signature to this assignment must correspond with the name as written on the face of the within bond in every particular , without alteration or enlargement or any change whatsoever . -7- JRR0038A EXHIBIT B ESCROW AGREEMENT (REFUNDING 1977 REDLANDS REDEVELOPMENT PROJECT TAX ALLOCATION REFUNDING BONDS) THIS AGREEMENT, dated as of the 1st day of May, 1985, made by and between the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ( the "Agency" ) , a public body corporate and politic organized and existing under the laws of the State of California, and Bank of America National Trust & Savings Association ( the "Escrow Bank" ) , a national banking associa- tion having and exercising full and complete trust powers, duly organized and existing under the laws of the United States of America, being a member of the Federal Deposit Insurance Corporation and having its principal corporate trust office in the City of Los Angeles, California. W I T N E S S E T H: WHEREAS, the Agency has heretofore issued $5,670,000 principal amount of its "1975 Redlands Redevelopment Project Tax Allocation Bonds" ( the "1975 Bonds" ) , dated July 1, 1975 and maturing on July 1 in the amounts and in the years as follows : Principal Principal Year Amount Year Amount 1978 . . . . . . . . . . . $ 90 ,000 1990 . . . . . . . . . . $230,000 1979 . . . . . . . . . . . 100 ,000 1991 . . . . . . . . . . 250 , 000 1980 . . . . . . . . . . . 110,000 1992. . . . . . . . . . 270,000 1981. . . . . . . . . . . 120,000 1993. . . . . . . . . . 300, 000 1982. . . . . . . . . . . 130,000 1994. . . . . . . . . . 320,000 1983. . . . . . . . . . . 140,000 1995. . . . . . . . . . 340,000 1984. . . . . . . . . . . 150,000 1996. . . . . . . . . . 370,000 1985. . . . . . . . . . . 160,000 1997 . . . . . . . . . . 400,000 1986 . . . . . . . . . . . 170,000 1998. . . . . . . . . . 430 ,000 1987 . . . . . . . . . . . 190,000 1999 . . . . . . . . . . 470,000 1988 . . . . . . . . . . . 200,000 2000. . . . . . . . . . 510,000 1989. . . . . . . . . . . 220,000 and the 1975 Bonds maturing on or after July 1, 1988 may be redeemed on any interest payment date on or after July 1, 1987, all as more fully set forth in Resolution No. 143 of the Agency adopted June 27 , 1975; and WHEREAS, the Agency has heretofore issued $4, 500,000 principal amount of its "1977 Redlands Redevelop- ment Project Tax Allocation Refunding Bonds" ( the "1977 Bonds" ) , all of which remain outstanding; the 1977 Bonds are dated March 1, 1977 and mature on July 1 in the amounts and in the years as follows : Principal Year Amount 1988 . . . . . . . . . . . . . . $270, 000 1989 . . . . . . . . . . . . . . 290 , 000 1990 . . . . . . . . . . . . . . 310 ,000 1991. . . . . . . . . . . . . . 330 , 000 1992 . . . . . . . . . . . . . . 350,000 1993 . . . . . . . . . . . . . . 375 ,000 1994 . . . . . . . . . . . . . . 400 ,000 1995 . . . . . . . . . . . . . . 430,000 1996 . . . . . . . . . . . . . . 455,000 1997 . . . . . . . . . . . . . . 490 ,000 1998 . . . . . . . . . . . . . . 520,000 1999 . . . . . . . . . . . . . . 280,000 and the 1977 Bonds maturing on or after July 1, 1989 may be redeemed on any interest payment date on or after July 1, 1988 , all as more fully set forth in Resolution No. 154 of the Agency adopted January 18, 1977; and WHEREAS, on April 16 , 1985 the Agency adopted Resolution No. 173 authorizing the issuance of its 1985 Red- lands Redevelopment Project Tax Allocation And Refunding Bonds ( the "Bonds" ) in the aggregate principal amount of $14, 245, 000 for the purpose of financing and refinancing a portion of the cost of the Redlands Redevelopment Plan; and WHEREAS, ( the "Purchaser" ) , pursuant to an Official Notice of Sale duly authorized and published, submitted the highest responsible bid for the purchase of the Bonds, and said bid was accepted by the Agency; and WHEREAS, Resolution No. 173 provided for the crea- tion of a fund to be known as the "Escrow Fund, " to be main- tained in the Escrow Bank , and for the deposit in the Escrow Fund of a portion of the proceeds of the Bonds; and WHEREAS, a copy of Resolution No. 173 has been delivered to the Escrow Bank and the provisions therein set forth are herein incorporated by reference thereto as if set forth herein in full; and WHEREAS, the Federal Securities to be initially acquired by the Escrow Bank for the account of the Agency -2- with appropriate maturities and yields ( together with other funds available for that purpose) to insure the payment of all the Bond Requirements are hereinafter described in Exhi- bit A attached hereto, such exhibit being by this reference incorporated herein; and WHEREAS, a schedule of receipts of interest when due and principal on the maturity of such Federal Securities and a schedule of debt payments and disbursements in the certified public accountants ' report of Ernst & Whinney, as required by this Escrow Agreement, attached hereto as Exhi- bit B, such exhibit being by this reference incorporated herein, demonstrates the sufficiency of the Federal Securi- ties and other moneys available therefor to pay the Bond Requirements as the same became due; NOW, THEREFORE, the parties hereto hereby agree as follows: That in consideration of the mutual agreements herein contained, in consideration of One Dollar ( $1.00) duly paid by the Agency to the Escrow Bank at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment of the Bond Requirements as heretofore provided, the parties hereto mutually undertake, promise and agree for themselves, their respective representatives, successors and assigns, as follows: Section 1. Definitions. As used in this Escrow Agreement the following terms shall have the following meanings: Agency. The term "Agency" shall mean the Redevelopment Agency of the City of Redlands. Bond Requirements. The term "Bond Requirements" shall mean the sum necessary to pay the interest coming due on the 1975 Bonds on and before July 1, 1987 (at which time all outstanding 1975 Bonds shall be redeemed with proceeds from the 1977 Bonds which have been irrevocably set aside for such purpose) , the interest coming due on the 1977 Bonds on and before July 1, 1988 , and to pay the principal of all 1977 , Bonds outstanding on July 1, 1988 plus the redemption premium due upon redemption of said 1977 Bonds on said date. -3- Bonds. The term "Bonds" or "Bond" shall mean any or all , as the case may be, of the 1985 Redlands Redevelopment Pro- ject Tax Allocation And Refunding Bonds authorized under and secured by the Resolution. Escrow Agreement . The term "Escrow Agreement" shall mean this agree- ment by and between the Agency and the Escrow Bank, dated as of May 1, 1985. Escrow Bank. The term "Escrow Bank" . shall mean Bank of America National Trust & Savings Association, a national banking association duly organized and existing under the laws of the United States of America. Escrow Fund. The term "Escrow Fund" shall mean the fund created under Section 12 of the Resolution. Federal Securities. The term "Federal Securities" shall mean direct obligations of the United States of America maturing on or before July 1, 1988. Financial NewspaL)er or Journal . The term "Financial Newspaper or Journal" shall include The Wall Street Journal and The Daily Bond Buyer , and any other newspaper or journal containing financial news and selected by the Escrow Bank, whose decision shall be final and conclusive. Fiscal Agent The term "Fiscal Agent" shall mean Bank of America National Trust & Savings Association, acting as fiscal agent or as paying agent under the Resolution, its successors and assigns and any other corporation or association which may at any time be substituted in its place, as provided in the Resolution. -4- Person. The term "person" shall mean an individual, a cor- poration, a partnership, a trust, an unincorporated organi- zation or a government or an agency or political subdivision thereof. Resolution. The term "Resolution" shall mean that certain Reso- lution No. 166, originally adopted by the Agency on March 6, 1984 and amended by Resolution No. 173 of the Agency adopted on April 16, 1985 or as it may from time to time be supple- mented, modified or amended by any supplemental resolution entered into pursuant to the provisions thereof. Resolution No. 154. The term "Resolution No. 154" shall mean that cer- tain resolution adopted by the Agency on January 18 , 1977, providing the terms and conditions for the issuance of the 1977 Bonds. 1975 Bonds . The term "1975 Bonds" shall mean the 1975 Redlands Redevelopment Project Tax Allocation Bonds, dated as of July 1, 1975, in the aggregate principal amount of $5,670 ,000 , authorized and issued under Resolutin No. 143 of the Agency. 1977 Bonds . The term "1977 Bonds" shall mean the 1977 Redlands Redevelopment Project Tax Allocation Refunding Bonds, dated as of March 1, 1977, in the aggregate principal amount of $4,500 ,000, authorized and issued under and secured by Reso- lution No. 154 . Treasurer. The term "Treasurer" shall mean the officer who is then performing the functions of Treasurer of the Agency. Trust Bank . The term "Trust Bank" or "Trust Banks" shall mean any bank meeting the requirements set forth in Section . 15(A) ( 2) of this Escrow Agreement. -5- Section 2 . Creation of Escrow. A. Simultaneously with the delivery of the Bonds, and subject to their issuance, the Agency will deposit or cause to be deposited with the Escrow Bank in escrow to be held and accounted for in the Escrow Fund and paid out as provided in this Escrow Agreement and in the Resolution the sum of $ . The Escrow Bank is to acquire with the total amount deposited in the Escrow Fund the Federal Secur- ities set forth in Exhibit A at the cost set forth there- in. Said Federal Securities shall be held and accounted for in the Escrow Fund. B. The Federal Securities to be acquired under this Section 2 are such that if interest thereon and princi- pal thereof are paid as interest and principal become due, the proceeds from the collection of such interest and prin- cipal, together with any other moneys made available for that purpose, will be sufficient to permit the prompt payment of the Bond Requirements as such Bond Requirements become due. Section 3 . Purpose of Escrow. The Escrow Bank shall hold all Federal Securities, whether acquired as initial investments, subsequent invest- ments or reinvestments hereunder, and the money received from time to time as interest on and principal of Federal Securities hereunder , in trust to secure the payment of the Bond Requirements and shall collect the principal of and interest on the Federal Securities held by it hereunder promptly as such principal and interest become due, for application in accordance with the provisions of Section 8 hereof. Section 4 . Accounting for Escrow. A. The moneys and the Federal Securities from time to time accounted for in the Escrow Fund shall not be subject to checks drawn by the Agency or otherwise subject to its order except as otherwise provided in Section 10 hereof . B. The Escrow Bank shall transfer moneys at the times and in the manner designated herein and in the Resolu- tion to provide sufficient moneys to permit the Fiscal Agent and the fiscal agent for the 1977 Bonds under Resolution No. 154, and the fiscal agent for the 1975 Bonds under , Resolution No. 143 , respectively, to pay without default the Bond Requirements as the same become due in accordance with the provisions of the Resolution, Resolution No. 154, and Resolution No. 143 , respectively. -6- C. There shall be no redemption prior to maturity of Federal Securities except if necessary to avoid a default in the payment of the Bond Requirements. Section 5 . Maturities of Federal Securities . A. The initial investments and any subsequent investments and reinvestments shall be made, however , in such manner and at such times : ( 1) So that the Federal Securities so pur- chased may be redeemed in due season at their respective maturities and in accordance with the provisions of Section 8 to meet the Bond Require- ments as the same become due, and ( 2) So that any redemption prior to maturity of Federal Securities shall be unnecessary. B. There shall be no substitution of any Federal Securities for any other Federal Securities at any time evi- dencing any investment or reinvestment of any moneys held under this Escrow Agreement . Section 6 . Investments and Reinvestments . A. The Escrow Bank may reinvest any moneys received in payment of the principal of the Federal Securi- ties, or otherwise, and accounted for in the Escrow Fund and any account thereof in Federal Securities, subject to the limitations of Section 5 hereof and of this Section 6 . B. Any such Federal Securities shall not be sub- ject to call and redemption prior to their respective maturities at the option and call of the issuer of them. C. Any such Federal Securities shall mature on or prior to the date or dates when the proceeds thereof must be available for the prompt satisfaction of the Bond Require- ments . D. The Escrow Bank , however , shall have no obli- gation by virtue of this Escrow Agreement , general trust law, or otherwise, to make any investment or reinvestment of any moneys in escrow at any time except as provided in Section 2 hereof and as hereinafter provided in this Section 6. E. Subject to the provisions of Subsection F of this Section 6, at any time when the Escrow Bank has on hand -7- any moneys accounted for in any account of the Escrow Fund in excess of $10 ,000 which will not be needed for a period of 30 days or more for the payment of the Bond requirements, the Escrow Bank shall invest such surplus or so much thereof as can reasonably be so invested in Federal Securities, except as otherwise provided in Subsection A of Section 5 hereof. F. Under no circumstances shall any moneys in the Escrow Fund be invested in securities or obligations, the acquisition of which would cause any of the Bonds to be an "arbitrage bond" as defined in Section 103 (c) of the Inter- nal Revenue Code of 1954, as amended, and regulations of the United States Department of the Treasury issued thereunder . Section 7 . Sufficiency of Escrow. The escrowed proceeds and investments together with the known minimum yield thereon and such other funds as have been made available therefor shall be in an amount which at all times shall be sufficient to pay the Bond Require- ments. The certificate of Ernst & Whinney, certified public accountants, as to such sufficiency shall be furnished as a condition precedent to the delivery of the Bonds. Section 8 . Transfers for Payment of Bond Require- ments. The Escrow Bank shall withdraw moneys from the Escrow Fund in sufficient amounts and at the times to make the interest payments without default on the 1975 Bonds required by Resolution No. 143 through July 1, 1987 (at which time all outstanding 1975 Bonds shall be redeemed with proceeds of the 1977 Bonds which have been irrevocably set aside for such purpose) , to make the debt service payments on the 1977 Bonds without default required by Resolution No. 154 for the period beginning July 1, 1987, and ending on July 1, 1988, and to cause the redemption of all outstanding 1977 Bonds on July 1, 1988 at the redemption prices speci- fied in Resolution No. 154. The Escrow Bank is irrevocably committed to make such debt service payments to the extent that there are sufficient moneys and investments on deposit in the Escrow Fund. On or before each respective interest payment date and principal payment date, the Escrow Bank shall transmit such sums in accordance with the provisions of Section 4 B of this Escrow Agreement and such moneys shall be held separate and apart from all other funds, for the benefit of the Owners of the refunded bonds. -8- Section 9 . Redemption Notice. At the written direction of the Agency, the Escrow Bank shall notify the fiscal agent for the 1977 Bonds under Resolution No. 154 , by telephone and by registered or certi- fied first class mail, postage prepaid, not earlier than April 1, 1988 , nor later than May 1, 1988, of the necessity of publishing and mailing notice of redemption of the 1977 Bonds in accordance with the provisions of Resolution No. 154. Upon receipt of such notification from the Escrow Bank, said fiscal agent will give said notices of redemp- tion. The Escrow Bank will not be required to furnish a list for use in determining any holders of 1977 Bonds so to be redeemed. The Escrow Bank will not be responsible for determining the accuracy of any information supplied to it by any person pursuant to the procedures outlined herein, including without limitation, the Agency and said fiscal agent, or for seeing to it that any notices of redemption are actually mailed or published as required. Section 10 . Termination of Escrow Fund. When the Escrow Bank shall have transferred to the fiscal agent for the 1977 Bonds under Resolution No. 154, pursuant to Section 8 hereof, the amount necessary to redeem all outstanding 1977 Bonds, the Escrow Bank shall immedi- ately pay over to the Agency or its order for deposit in the Special Fund established pursuant to section 15 of the Reso- lution the moneys, if any, then remaining in the Escrow Fund and shall make forthwith a final report to the Agency. Section 11. Fees and Costs. A. The Escrow Bank ' s total fees and costs for and in carrying out the provisions of this Escrow Agreement, including the token consideration of $1. 00 recited herein- above, have been fixed at $ , which amount is to be paid as follows : $ at the time of delivery of the Bonds and $ on each July 1 thereafter to and including July 1, 198 . B. The Escrow Bank shall also be entitled to additional fees and reimbursement for costs incurred, including but not limited to legal and accountants ' ser- vices, in connection with any litigation which may at any time be instituted involving this Escrow Agreement. C. Such payment for services rendered and to be rendered by the Escrow Bank shall not be for deposit in the Escrow Fund, and the fees of and the costs incurred by the Escrow Bank shall not be deducted from such fund. -9- Section 12 . Possible Deficiencies. A. If at any time it shall appear to the Escrow Bank that the moneys in the Escrow Fund and any interest on and the principal of the Federal Securities in escrow allo- cable for such use hereunder , including, without limitation, the known minimum yield from the Federal Securities ( for which computation the Escrow Bank shall be entitled to rely upon the certified public accountants ' report attached hereto as Exhibit B) , together with moneys held in the Investment Revenue Fund under the Resolution, will not be sufficient to make any payment needed to satisfy the Bond Requirements, the Escrow Bank shall notify the Agency in writing as soon as reasonably practicable of such fact, the amount of such deficiency and the reason therefor . B. Thereupon the Agency shall forthwith deposit with the Escrow Bank for deposit in the Escrow Fund or with the Fiscal Agent for deposit in the Investment Revenue Fund, as may be appropriate, from any legally available moneys, such additional moneys as may be required to meet fully the aggregate amounts to become due and payable as the same become due. C. The Escrow Bank shall in no manner be respon- sible for the Agency' s failure to make any such deposit if the Escrow Bank shall have notified the Agency as soon as reasonably practicable of the need for such additional moneys. Section 13 . Reports. A. Until the termination of the Escrow Fund for which provision is herein made, the Escrow Bank shall submit to the Agency monthly reports covering all Federal Securities and the amount of money accounted for in the Escrow Fund and all moneys it shall have received and all disbursements it shall have made or caused to be made here- under . B. The last report, however, shall be made in accordance with the provisions of Section 10 hereof. C. Each such report ( including the last report) shall further indicate for which period and in what Trust Bank any Federal Securities in escrow and any uninvested moneys in escrow were transferred for safekeeping or any , Federal Securities pledged to secure the repayment to the Agency of any uninvested moneys in escrow were placed in pledge, as permitted by Section 15 hereof. _10- Section 14 . Character of Deposit . A. It is recognized that title to the Federal Securities and moneys accounted for in the Escrow Fund from time to time shall remain vested in the Agency but subject always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be made by the provisions hereof. B. The Escrow Bank shall hold all such securities and moneys in the Escrow Fund and in each account thereof as special trust funds and accounts separate and wholly segre- gated from all other securities and moneys of the Escrow Bank or deposited therein, and shall never commingle such securities or moneys with other securities or moneys. Section 15 . Securing Deposit . A. All uninvested moneys held at any time in the Escrow Fund shall be continuously secured by bonds or other obligations which are authorized by law as security for public deposits, of a market value at least equal to 110% of the total amount of uninvested moneys in the Escrow Fund or the amount required by law which bonds or other obligations shall be held: ( 1) In any branch of the Federal Reserve Bank; or ( 2) In any commercial bank ( including the Escrow Bank) , which bank : (a) Is a state or national bank or trust company, (b) Is a member of the Federal Deposit Insurance Corporation, (c) Is a member of the Federal Reserve System, (d) Has a capital and surplus of $50,000,000 or more, (e) Is exercising full and complete trust powers, and (f) May be located in the State of Cali- fornia or without the State of California; or -11- ( 3) In any branch of the Federal Reserve Bank and in two or more Trust Banks (or any combination thereof) . B. Such bonds or other obligations so held as a pledge shall be used whenever necessary to enable the fiscal agent for the 1975 Bonds under Resolution No. 143 and the fiscal agent for the 1977 Bonds under Resolution No. 154 to pay the Bond Requirements to the extent such uninvested moneys accounted for in the Escrow Fund are for any reason not available to make such payments , except for any such moneys transferred or caused to be transferred by the Escrow Bank to the Fiscal Agent pursuant to this Escrow Agreement or the Resolution. C. Any Federal Securities and any uninvested moneys accounted for in the Escrow Fund may from time to time be placed by the Escrow Bank for safekeeping wholly or in part in any such Trust Bank or Trust Banks within or without or both within and without the State of California, only if prior to any such transfer the Treasurer consents thereto in writing. D. Each such Trust Bank holding any Federal Securities accounted for in the Escrow Fund or any uninves- ted moneys accounted for therein, or both such securities and such moneys, prior to such a deposit therein, shall be furnished by the Escrow Bank with a copy of this instrument. E. By the acceptance of such Federal Securities in escrow or such uninvested moneys in escrow, each such Trust Bank shall be bound to the extent of such safekeeping deposit in the same manner as the Escrow Bank , as herein provided. F. The Escrow Bank , however , shall remain solely responsible to the Agency: ( 1) For the reinvestments of moneys pursuant to Section 6 hereof; ( 2) For transfers to the fiscal agent for the 1975 Bonds under Resolution No. 143, the fiscal agent for the 1977 bonds under Resolution No. 154 and to the Fiscal Agent pursuant to Section 8 hereof ; ( 3) For termination of the Escrow Fund pur- suant to Section 10 hereof; -12- ( 4) For notification of prospective defici- encies pursuant to Section 12 hereof; and ( 5) For the periodic status reports pursuant to Section 13 hereof. G. Notwithstanding the liabilities of the Escrow Bank stated in Subsection F of this Section 15, the Escrow Bank may cause any one, all or any combination of the duties stated in said subsection F to be performed on its behalf by any Trust Bank. H. In the event of the Escrow Bank ' s failure to account for any moneys or Federal Securities held by it or by any Trust Bank in the Escrow Fund, such moneys and secur- ities shall be and remain the property of the Agency. I . If for any reason such moneys or securities cannot be identified, all other assets of the Escrow Bank and of each such Trust Bank failing to account therefor shall be impressed with a trust for the amount thereof and the Agency shall be entitled to a preferred claim upon such assets . J. No money paid into and accounted for in the Escrow Fund shall ever be considered as a banking deposit, and neither the Escrow Bank nor any Trust Bank shall have any right or title with respect thereto. Section 16 . Purchasers ' Responsibility. The purchasers and holders from time to time of the Bonds shall in no manner be responsible for the application or disposition of the proceeds thereof nor of any moneys or Federal Securities held in the Escrow Fund. Section 17 . Irrevocability. A. The Bonds shall be issued in reliance upon this Escrow Agreement , and except as herein provided this instrument shall be irrevocable and not subject to amendment after any of the Bonds shall have been issued. B. If, however , in carrying out their respective duties under this Escrow Agreement, the Agency or the Escrow Bank shall find that by reason of some error or omission or otherwise in the provisions hereof an amendment is desirable in order to give effect to the true intention and purpose of . this Escrow Agreement, one or more amendments may be pro- posed by the Agency or the Escrow Bank, and a suit for declaratory judgment may be filed by the Agency or the -13- Escrow Bank against the Escrow Bank or the Agency, respec- tively, in a court of competent jurisdiction, requesting the consideration and approval of such amendment . C. When the court has jurisdiction over the defendant by proper service of process or otherwise, notice of the pendency of such action shall be given to holders of the Bonds , the 1975 Bonds and the 1977 Bonds by publication of an appxopriate notice at least one time in a Financial Newspaper or Journal published in the City of New York, State of New York, as may be determined by the plaintiff, as well as in such other manner ( if any) as may be required by court rule or statute of the jurisdiction. D. Within a period of 30 days following the com- pletion of such publication any holder of any Bond, any 1977 Bond or of any 1977 Bond may intervene in such action and ask to be heard. E. When the court shall have heard all such persons wishing to be heard and shall have considered the evidence and the facts, if it shall enter a judgment finding that the proposed amendment or amendments may legally be made and will effectuate the intention and purposes of the trust, this Escrow Agreement may be so amended, and the amendment or amendments so made shall be effective. Section 18 . Exculpatory Paragraph. A. The duties and responsibilities of the Escrow Bank are limited to those expressly and specifically stated in this Escrow Agreement . B. The Escrow Bank shall not be liable or respon- sible for any loss resulting from any investment or rein- vestment made pursuant to this Escrow Agreement and made in compliance with the provisions hereof. C. The Escrow Bank shall not be personally liable for any act it may do or omit to do hereunder, while acting with reasonable care, except for duties expressly imposed upon the Escrow Bank hereunder or as otherwise expressly provided herein. D. The Escrow Bank shall be under no obligation to inquire into or be in any way responsible for the perfor- mance or nonperformance by the Agency of any of its obliga- tions, nor shall it be responsible in any manner for the . recitals or statements contained herein, including, but not limited to, the certified public accountants ' report attached hereto as Exhibit B, or in the 1975 Bonds or in the -14- 1977 Bonds or any proceedings taken in connection therewith, such recitals and statements being made solely by the Agency. E. Nothing in this instrument shall be construed to create any obligations or liabilities on the part of the Escrow Bank to anyone other than the Agency, the holders of the Bonds, the holders of the 1975 Bonds and the coupons appertaining thereto and the holders of the 19.77 Bonds and the coupons appertaining thereto. Section 19 . Time of Essence. Time shall be of the essence in the performance of the obligations from time to time imposed upon the Escrow Bank by this instrument. Section 20 . Successors . A. Whenever herein the Agency or the Escrow Bank is named or is referred to, such provision shall be deemed to include any successor of the Agency or the Escrow Bank, respectively, immediate or intermediate, whether so expres- sed or not. B. All of the stipulations, obligations and agreements by or on behalf of and other provisions for the benefit of the Agency or the Escrow Bank contained herein; (1) Shall bind and inure to the benefit of any such successor , and ( 2 ) Shall bind and shall inure to the benefit of any officer , board, authority, agent or instru- mentality to whom or to which there shall be trans- ferred by or in accordance with law any right, power or duty of the Agency or the Escrow Bank , respectively, of of its successor , the possession of which is necessary or appropriate in order to comply with any such stipulations, obligations, agreements or other provisions hereof. Section 21. Severability. If any section, paragraph, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not . affect any of the remaining provisions of this Escrow Agree- ment. -15- IN WITNESS WHEREOF, the REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS has caused this Escrow Agreement to be signed in the Agency' s name by its Chairperson and by its Secretary, with the seal thereof hereunto affixed; and has caused this Escrow Agreement to be signed in its corporate name by one of its , sealed with its corporate seal and attested by one of its Trust Officers, all as of the day and year first above written. REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS By Chairperson (SEAL) By: e r t a r y , i (SEAL) By: Its: Attest: Trust Officer _l6_ JRR0039 SECRETARY 'S CERTIFICATION I , Lorrie Poyzer, Secretary of the Redevelopment Agency of the City of Redlands , hereby certify that the fore- going resolution was adopted by the Redevelopment Agency of the City of Redlands at a regular meeting thereof held on the 16th day of April, 1985 , by the following vote: AYES : Messrs, Johnson, DeMirjyn, Larsen NOES : None ABSENT: Mr. Martinez , Chairman Beswick ABSTAIN: None IN WITNESS WHEREOF , I have hereunto set my hand and affixed the official seal of the Redevelopment Agency of the City of Redlands on the 3rd day of June , 1985 . Secretary, Redevelopment Agency City of Redlands Resolution No . 173