HomeMy WebLinkAboutAgenda Bill 5B 06/21/2010`~ ~ L Uri
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DATE: June 21, 2010
TO:
FROM:
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Honorable Mayor and Members of the City Council through City Manager
Sandra Sato, Interim Finance Director
SiT18JECT: Approval of Resolution, of the Petaluma City Council authorizing the execution
and delivery of First Amendments to Revolving Credit Agreements with BNP
Paribas and Zions .First National Bank; and Directing and Authorizing Certain
Other Actions in Connection Therewith
RECOMMENDATION:
It is recommended that the City Council adopt the attached resolution authorizing the City
Manager to sign and. execute two amendments to extend the Lines of Credit with Zions Bank and
BNP Paribas.
BACKGROUND:
BNP Paribas and Zions Bank provided the Wastewater Fund with short-term bank loans during
the design, engineering and_construction phase of the Ellis Creek Water Recycling Facility. The
total amount of these two outstanding bank loans currently equals $24,675,581. These loans
were needed for two reasons: (a) certain capital costs were not .eligible to be paid from proceeds
of the State Revolving Fund Loan, and (b) during project construction, the Wastewater Fund
periodically had to make large cash outlays (progress payments) before State Loan proceeds
were received. These two bank loans are due in full in August 1, 2010. As the Council will
recall and as was discussed in the October 13; 2009 City Council staff report, it had been the
City's intent to repay these bankloans from the proceeds of a long-term wastewater revenue
bond issue. However, the pending wastewater rate initiative on the November ballot curtails
access to credit markets, and leaves the City unable to issue wastewater revenue bonds in order
to refinance its long-term.: debt and to repay these bank loans. Therefore, it is necessary to extend
these loans temporarily: Failure to extend these loans will result in a default on August 1, 2010.
A default would damage the City's credit rating, making it virtually impossible to issue bonds to
retire the. bank loans. Moreover, default will subject unpaid balances on the $25 million bank
.debt to an annual interest rate of 12%. Interest on the lines of credit is currently less than one
(1 %) percent.
Agenda Review:
Dept. Director=!~~ City Attorney Finance Director City Manager
Last December, City staff began negotiating with the two banks to extend the two bank loans,
and avoid default.
DISCUSSION:
The Resolution and Amendments before the City Council avoid a default by extending the time
period for repayment of the bank loans to June 1, 2011. This is the longest extension with which
the banks are presently comfortable, and provides what they believe is sufficient time for the
City to issue additional long term debt if the rate initiative is rejected by the voters or for the City
to establish another mechanism that will allow this debt to be retired. In connection with this
extension, the City has agreed to repay $10 million of the outstanding bank loan balance on July
1, 2010, thereby reducing the amount owed the banks to $14,675,581. In return for extending
the due date of the bank loans, the banks are requiring the City to pay a onetime 1 % loan
restructuring fee of $146,756. Additionally, the interest rate on the outstanding bank loan
balances will increase beginning July 1, 2010. BNP Paribas will agree to a variable rate based
upon 1-Month LIBOR plus 2.50% (the current 1 Month LIBOR rate is 0.35%) on the $9,099,538
remaining. Zions will agree to a fixed 4% rate on the $5,576,043 balance.
FINANCIAL IMPAC'T'S:
The costs of this extension to the wastewater ratepayers are as follows:
A $10 million principal payment taken from capital designated to pay for essential pay as
you go projects. This is provided for in the Preliminary Budget for FY 10-11.
2. An expense of $146,756 for restructuring of the line of credit. This expense is included
in the Preliminary Budget for FY 10-11.
3. Estimated closing costs for the banks' attorney fees ($10,000), estimated legal expense
for the City's Bond Counsel ($35,000), review by City Attorney ($10,000) and Financial
Advisor ($50,000) to assist in the negotiating of the extension. These costs are included
in the Preliminary Budget for FY 10-11.
Interest Expense for the extension period is not considered to be an additional expense, since the
interest is reflective of current market rates for bonded debt. If long term bonds could be issued,
the interest expense would not be expected to be any more than is proposed here. 1. These costs
are estimated to be in the neighborhood of $530,000, and are included in the prepared budget for
2010-11.
ATTAC>EIMENTS
1. Resolution of the Petaluma City Council authorizing the execution and delivery of First
Amendments to Revolving Credit Agreements with BNP Paribas and Zions First
National Bank; and Directing and Authorizing Certain Other Actions in Connection
Therewith
2. Amendment No. 1 to the Revolving Credit Agreement Between Zions First National
Bank and City of Petaluma
3. Amendment No. 1 to the Revolving Credit Agreement Between BNP .Paribas Bank and
the City of Petaluma
3
ATTACHMENT 1
RESOLUTION NO.
RESOLUTION OF TIIE PETALUIVIA CITY COUNCIL AUTHORIZING THE
EXECUTION AND DELIVERY OF FIRST AlVIENDMENTS'TO REVOLVING CREDIT
AGREEMENTS WIT>FI BNP PARIBAS AND ZIONS FIRST' NATIONAL BANK; AND
DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION
THEREWITH
WHEREAS, the City and BNP PARIBAS, acting through its San Francisco Branch
("BNP") have previously entered into that certain Revolving Credit Agreement dated as of
September 1, 2005 (such Revolving Credit Agreement as' amended, modified or supplemented
prior to the date hereof being referred to as the `BNP Agreement ");
WHEREAS, the Gty and ZION FixsT NATIONAL BANK ("Zions"} have previously
entered into that certain Revolving Credit Agreement dated as of September 1, 2005 (such
Revolving Credit Agreement as amended, modified or supplemented. prior to the date hereof
being referred to as the "lions Agreement");
WHEREAS, the BNP' .Agreement and the Zions Agreement are referred to together as
the "Agreements";
WHEREAS, the total amount outstanding under the Agreements is $24,675,5$1;
WHEREAS; pursuant to their terms, the Agreements may be amended at any time by a
written amendment thereto, signed by each Bank and the .City;
WHEREAS, representatives of the City, BNP and Zions have negotiated changes to the
Agreements providing for: a partial prepayment of the outstanding agreement amounts by the
City, extension of the time for repayment, :payment. of a loan -restructuring fee by the City,
adjustment of the applicable interest rates; and related changes,, all as specified in the proposed
amendments attached to and made a part of this resolution,;
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Petaluma as
follows:
Section 1. All of the. recitals set forth above are true and correct, and this City Council
hereby so finds and determines.
Section 2. The City hereby approves the First Amendments to Revolving Credit
Agreements (the "First Amendments"), in substantially the forms attached hereto and made a
part hereof. The City Manager is hereby authorized and directed to execute and deliver the First
Amendments on behalf of the City in substantially the form attached hereto.
Section 3. The City Manager and such other City officers, as appropriate, are hereby
authorized and. directed, jointly and severally, to do any and,all things and to execute and deliver
any and all documents which any of them may deem .necessary or desirable in order to
implement the First Amendments, .and' .otherwise o carry out, give ;effect to and comply with the
terms and intent of this Resolution; and all such actions heretofore taken by_ such officers are
hereby ratified, confirmed and approved:
Section 4. This Resolution shall take effect from and after its adoption and approval.
1462502.1
. ~ - ~iIVIE~D~flER9T. t~10. 1
TO
IaEU,OLVINC'CRE®IT AGREEII~IENT
~etvueen
ZIOPIS .FIRST PI~-TIONAL BA-Na(
and'
' CITY' 01= PETALUIWA-.
Dated as of June _,201'0
., ~ ~ ~,.
~4NIENDANENT N0. 1' TO
REVOLVING CREIDIT'~-GREER~IENT
This AMEND,RAERIT NO..1 TO REVOLVING' CRE.DIT'AGR_EENIENT (this. "Amendment");
dated as of June _, 201'Q .(the "Effective D"ate of this Amendment"),. is entered 'into by and :
between the CITY OF PETALUMA, a charter city duly organized under the lavvs,;of the State, of
California (the "City'"),.:and ZIONS' FIRST NATIONAL ,BANK, a national banking association
organized under,'the laws,of`the Unifed States of America (the "Bank").
.. ..RECITALS
.: .
A. ~ This Amendment~relates to that certain; Revolving Credit Agreement, dated as of
September 1, 2005, between City and Barik_(the "Revolving Credit Agreement'').
B. Bank and :City wish. to. extend 'the Termination Date of the Loans (as defined in
'the Revolving Credit Agreemen4) and o modify the Revolving Credit Agreement, in each case
as set forth in this Amendment:.
AGREEAAENT
NOW, THEREFORE; in consideration. of the. mutual covenants and agreements herein
contained, the "parties hereto covenant' and agree as follows:
1. Definitions.
(a) Capitalized: terms ..used .,but:. not defined 'in this Amendment have the
meaning. given to them .in :the Revolving Credit Agreement.
(b) The following .terms eontaih`ed in Section 5:1 'of the Revolving. Credit
Agreement shall be amended' a_ s: followsr
(i) The' definition of "Termination Date" shall be amended in its
entirety to read as follows`
"Termination Date" means: (1) with respect, to the .maturity .date of the
'Note sand 'the 'Loans, June's 1, 20'11; and (2) with ;respect to the Commitment; the
,Effective Date of~this Amendment.
2. Effective Date;of this Agreemenf: This First Ar_nendrnent shall ,be effective, and its
terms. in full force and effect; .from and after°-the Effective Date of this Amendmenf.
3. Amount of Loans.Outstandng; Partial Prepayment of Loans.
(a) Amount . of Loans Outstanding: As of the Effective Date of this
Amendment, the principal amount. ofi the Loans ,made by the Bank to the City under the
Revolving Credit Agreement which have not been repaid by the City, is $9,375,581.
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' ~ ~ Rarfial. Prepayment. The: Cit a rees to: re a ' a ' onion of'the nnci al
. (b) ~ y. 9. p. p y p p" p
amount of the Loans, plus•accrued interest on the Loans to and i;ncludi'ng June 30;'-201';0;,
on July 1, .20:90: in ;the aggregate amount: of $3;.799,538', $' ~ _ of which
..represents accrued 'but unpaid. 'interest in the: principal. amount' of the :Loans,. arid.
of which'represents a,partal prepay.rnent, of the principal amount; of'the
• Loans, thereby° reducing the total 'amount of ;the-Loans outstanding under the Revolving
Credit Agreement affer such partial°prepayment to $
4: Amendments to the RevolvingCredit Agreemenf.
- ~ (a) '.Section 2.1 of, ;the. Revolving Credit. Agreement is..amended o add a new
- ~ ~ paragraph (d)~thereto;;whi~h shall'reatl as follows: -
- ..
(d) Terms Applicable from July` 1„ 2010 to the Termination Date: The City
- and the Bank agree that the entire,.outstanding principal, balance, of fh'e Loans on .
July 1, _2010: shall bear interest at a: rate of ihterest equal to 4% per annum,
.payable. semiannually on and' __ of :each .year to and
including the Termination;Date; commencing , 2010.
(bj ~ Section 3.1 ;of the Revolving Credit` Agreement is amended to add a new
paragraph •(b) (hereto, which shall read as follows° .
' ~ '(b).' Loan 'Extension Fee. In; consideration of the Bank's agreement to
extend the Termination Date of the Loans; the 'City shall pay ;fo the:Bank a loan
- extension fee,, payable on July 1.,-2Q10 equal to one: percent (1:%) of the unpaid
pnncipal amount of Loans`then outstanding. - -
5. Representations and UVarranties. UVhen ahe'Cty 'signs this Amendment; the City
a represents and warrants to th'e B.ank•that` (a) there is no event ,which is or with: novice or lapse
of time or both would bey a default ~under'the Revolving Credit •Agreement except those events,
if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) the
. representations'and warranties in'4he Revolving; Credit Agreement: ars true as of .the date of this
;Amendment as if made on the:~date of this Amendment, (e),.this Amentlmerit does •not conflict
with any. law, ..agreement, or .obligation by which the .-City `is bound, and.' (d) this Amendment is,
within the City's powers, has been' duly .authorized,. arid. does not conflict with any of the Guy's
Organizational Documents,. '
6.: Conditions. This Amendment will. be effective, .when fhe ,Bank° receives the '~
following items; in form and content acceptable to the Bank:
(a) A copy of'ths Arnendrnent executed _by City:
(b) • Evidence that: the execution; delivery 'and performance by the City of this
Amendment have been duly authorized.
(c) Payment: by the City of` all :costs, expenses and attorneys' fees; (including
' allocated costs for in-house ,legal services). incurred ,by the Bank in connection with this
Amendment; provided;. that such fees and.expenses shall not exceed '$5,000.
(dj An -opinion of Jones Mall.,, A Professional .Law "Corporation; addressed to
the Cityand'the Bank, to~~the effect that:
~. $
' _ (1) - ,this; Amendment does notadversely ;affect the "legality, validity or`
enforceability 'of the'Revolving Credit Agreement;, and
(2) ~°:fhis .Amendm`ent d.oes~ riot• adversely affect the, tax-exempt. stafus
of the interest payments made by the City ~ta the. Bank under the Revolving Credf
Agceemenf.
7. Effecf :of Amendment. Except, as prodded in this Amendment, all of the terms.
and conditions of the Revolving Credit Agreement;remain in full force. and effect.
8': Counterparts: This Amendment maybe executed in counterparts, each of which ~, `
when so executed must be, deemed an original, 'but. all, such counterparts together`will constitute
.but one and the same iristrurnent:
.9. FINAL; AGREEAAENT ,BY 'SIGNING' THIS DO:CIJI~IENT EACH. ~. PARTY
REPRESENTS' AND .AGREES THAT;; (A) THIS DOCUIUIEPIT REPRESENTS THE FIN~-L
AGREEAAENT'BETWEEId PARTIES lA/ITH RESPECT TO THE SUBJECT ItAATTER HEREOF,
(B) THIS DOCUMENT SUPERSEDES' ANY COI~f~ITAAENT' 'LETTER, TERIf;A SHEET OR
OT.HEIt WRITTEN ;OUTLINE OF "TERAflS AND 'CONDIT_LONS RELATING TO THE SUBJECT
RHATTER HEREOF, UNLESS SUCH C.OMNIITAAENT .LETTER,; 'TERIIA SHEET OR OTHER
- ,
1AIRITTEN OUTLINE OF TERMS AND COPIDITIONS EXPRESSLY PROVIDES TO, THE
CONTRARY, (C) THERE:, ,ARE..NO' 'UNUVRITTEN' ORAL, AGREERflENT,S BETWEEN. THE'.
PARTIES, AND' (D) THIS DOCUMENT`,NIAY fVOT BE CONTRADICTED BY EVIDENCE "OFD .
,ANY PRIOR, CONTEMPORANEOUS;. .OR SUB3E(aIJENT „ORAL AGREERAENTS OR
UNDERSTANDINGS OF THE,P~-RTIES'.
[SIGNATURE PAGE'IMMEQIATEEY'FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have. caused this .Amendment. to be duly
executed as of the date first above written:
CITY OF PETALURflA, as City
By:
Name: Jofin Brown
Title:, City. Manager
ZIONS FIRST NATIONAL BANK, as Bank
By:
Name:
Title:
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26091-13 ~ JH:WHM 4/12/10 -
• ~ 4/13/1.0 '
• 4!14/10
• 5/14/10
5/20/10
5/26/10
- ~ 6/1/10
~~
REVOLVIRBG CREDIT AGREEIlAEP1T
Betudeen
BNP PAI~IBA-S
and
CITY ®F PETALUNiA
Dafeii as of J u ne _, 20'i 0
~l
AIlAENDMEIdT NO. ~~. TO
REVOLVIiVG CREDIT AGI2EEItAEN
This AflAEND~9ENT IdO. 1 TO RE\lOLVIRIG :CREDIT AGREEI1flEVT (this "Amendment"),,
dated as of June _, 2010 (the "Effective Date of'this ,Amendment"), is entered into by and
.between the CITY OF RETALUMA; a charter cify duly organized under the laws of the State. of
California '(the "City"), and BNP'P,ARIBAS (the "Bank'').
RECITALS
A. This Amendment relates to that certain Revolving Credit Agreement, dated as of
September 1, 2005, between the City and~the Banks as amended and supplemented from time
to time (the "Revolving Cretlit Agreement"). ~ ~ .
B. The Bank and the. City wish to extend the. Termination Date of the Loans (as
each. term is defined in the Revolving Credit Agreement). and to modify the Revolving Credit
Agreement, in each case.as set~forth in`this Amendment'.
AGREEAAEIVT
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto covenanfi and agree as follows:
1. Definitions.. Capitalized terms used but not defined in this Amendment have the
meaning given to them ~in the Revolving Credit Agreement,
2. Effective .Date of this Amendment. This First. Amendment shall be effective, and
its terms in full force and effect; from and after the Effective Date of'this Amendment.
3. Amount of Loans Outstanding; Partial Prepayment. of Loans.
(a) Amount of Loans Outstanding: As of the Effective, Date of this
Amendment, the principal amount of the Loans made by the Bank fo the City under the
Revolving Credit Agreement which have not been repaid by the City, is $15;300,000.
(b) Partial Prepayment. The Gity .agrees'te prepay a portion of the principal
amount of the Loans, plus, accrued but unpaid interest on the: Loans to and including
June 30, 2010, on July 1,., 201.0 in the aggregate amount of $6,200,462, $
of which. represents accrued interest on the Loans; and $ of which
represents a prepayment: of a portion of the principal amount of the Loans, thereby
seducing the total amount of the Loans outstanding cinder the Revolving Credit
Agreement after such partial :prepayment to $
4. Amendments to the Revolving Credit Agreement.
(a) All references in the Revolving Credit Agreement to "BNF Paribas, acting
through its San Francisco Branch" shall be deemed fo refer to "BNP .Paribas."
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: ~ (b) The definition ~ of "Termination Date" appearing.: 'in Section 5 of the
Revolving CreditAgreementshall be amended in its entirety to read as follows:
"Termination Date'' means: (1') with respecfi to the `maturity date of the
Note and the Loans, June 1, 2011; and (2) with respect to the Commitment, June
_, 2010.
(c) Section 2.1(c) of the Revolving Credit Agreement is amended in its entirety to
read as follows:
(c) LIBOR. Portions. (i) For any date: prior to July 1, 2010, each
LIBOR. Portion -shall. bear interest for each fnterest 'Period selected therefor at a
• rate per annumdetermined by adding .50% to the Adjusted, LIBOR for such
Interest Period, provided hat if any LIBOR Fortiori is not•paid wheri•due (whether
by. lapse of time; acceleration, or otherwise).; or:at •the election of the Bank .upon
notice to the City during the existence of any. other .Event of Default, such Portion
shall bear 'interest, whether before or after judgme"nt until payment in full thereof,
through the 'end. of the Interest Period then applicable thereto at the rate per
annum determined by adding. ~.50% to the •interest .rate which would otherwise be
applicable thereto., grid effective at -the end of •sueh :Interest Period such LIBOR
Portion. shall .automatically be converted into and' added to the Base Rate Portion
and shall thereafter .bear interest at the interest rate: applicable to the Base Rate
• Portion after default. Interest ~on each LIBOR Portion shall be due and payable:
on the last day of each°interest Period applicable thereto and, with respect to any
Interest Period applicable to a LIBOR. Portion in excess of 3 months, on "the date
occurring every' 3 :months after the date such 'Interest Period _began and at the
end of such Interest Period; and interest. after maturity (whether by lapse of time,
.acceleration, or otherwise) shall be due and payable upon demand. The Cify
shall .notify fhe Bank on. or before 11:0.0 a.m. ,(San- Francisco time) on the third
.Business .Day preceding. the end of• an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion is to continue as a „LIBOR Portion, in which
event the City shall notify the Bank of the new Inter„est Period selected therefor;
:and in the event'the City shall fail to so notify the Bank, such LIBOR Portion shall
. automatically be converted into and added fo the Base Rate Portion as of and on
fhe last day of such Interest Period.
(ii) For any .date to occur on July 1.,-2010 and thereafter, each
LIBOR.Portion: shall bear interest for each Interest Period. selected therefor at a.
rate per annum defermined by adding 2.50% to he; Adjusted LIBOR for such'
Interest Period,,;provided that .if-any LIBOR Portion-,is not paid when due (whether
by lapse of .time, acceleration, or otherwise), or at the election of the Bank upon
notice to the: City during the- existence of any- other Event of ;Default, such Portion
shall bear interest, whether before or after judgment until payment in full thereof,
through the end of the Interest Period then applicable thereto at the rate per
annum determined ky adding 2:50% to the 'interest rate which would otherwise
be applicable thereto, and effective at the end of such Interest Period such
LIBOR Portion shall automatically be converted into and added to the Base Rate
Portion and shall thereafter bear interest at the Base Rate plus 2.50%; such
interest to accrue after the occurrence of an Event. of Default to be due and
payable on demantl. Interest on each LIBOR Portion shall be due and payable
on the' last day of each Interest Period applicable thereto and on the Termination
.2_
,~
Date, and interest° after maturity (whether by lapse of time, acceleration, or
otherwise). shall be:due and payable upon demand. The City hereby notifies the
Bank that :the entire principal balance of the Loans 'on July 1, 20.10 shall.
constitute a LIBOR Portion and shall continue to. be a LIBOR Portion to and
including the Termination: Date. The City hereby further notifies the Bank that
from July 1; 2010 and thereafter, each,lnterest Period applicable to the LIBOR
Portion shall be one month.
(d) Seetion~2:2 of the Revolving Credit Agreement is amended in its entirety to
read as follows:
Section 2.2: Minimum Amounts
(a) Prior to July 1,. 2010., each LIBOR" Portion shall be in an amount equal
to $100;000 or~such greater amount which is an integral multiple of $50,000.
(b) From arid. after July 1, 2010, 'the LIBOR .Portion shall be equal to the
unpaid principal ;balance of the Loans on that.date.
(e) Section 3.1 of the .Revolving Credit° Agreement is amended to add a new
paragraph (b) thereto, vvhich shall read as follows.:
(b) Loan: Ex"tension Fee. In consideration of the Bank's agreement to
extend the Termination Date of the Loans, the City shall pay to the Bank on .July
1, 2010,. a loan extension fee equal to one percent {1%) of the unpaid principal
amount of Loans then outstanding..
5. ~Representations~ and Warranties. When the:City signs this Amendment, the City
represents and warrants do the Bank that: (a) there is no event- which is, or with notice or lapse
of time or both would 'be;' a; default under the Revolving Credit Agreement except those events,
if any,, that have: been disclosed in writing fo the Bank or waived in writing by the Bank, (b) the
representations and warranties:in the Revolving Credit:Agreement are true as of the date of this
Amendment as if made on the date of this Amendment; (;c) this Amendment does not conflict
with .any law, .agreement, or obligation. by which the City is bound, and (d) this. Amendment is
within. the City's. powers;. has been duly authorized, and does 'not conflict with any of the City's
:Organizational Documents:
6_. Conditions. This Amendment; will be effective when the Bank ,receives the:
following'items, in form. and' content acceptable ;to the Bank:
(a) A copy, of this Amendment executed by City.
(b) Evidence that the ..execution, ,delivery and performance by the City of this
Amendment have keen duly authorized.
(c) . :Payment by the City of all costs, expenses and attorneys' fees (including
allocated costs ;for irr-house..legal services) incurred by the Bank in connection with. this
Amendment; provided, that such fees and expenses shall not exceed $5,000.
7. .,Effect of Amendment: Except as provided in this Amendment, all of the terms
and conditions of the.Revolving Credit Agreement remain.in full force and effect.
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8, Counferparts. This Amendment may be'executed in counterparts, each of which
'when so executed musf be deemed ari o"riginal, but all such counterparts ogether will constitute
but on'e and the same instrument. .
9. FINAL AG.REEiVVIENT: BY SIGNING THIS D:000Id1ENT EACH PARTY
`REPRESENTS APID AGREES ;THATa (A) `THIS-.-:D000NIEWT REPRESENTS THE FINAL
AGREEMENT .BETWEEN PARTIES WITH 12ESPECT TO THE SUBJECT MATTER HEREOF,
(B) THIS' DOC.UIYIENT :SUPERSEDES' ANY' COAANIITI~iEPNT LETTER, TERRA SHEET 012
- OTHER 1AIRITTEN 'OUTLINE OF `TERflflS AND CONDITIONS .RELATING TO THE SUBJECT
NAATTER HEREOF, UNLESS. SUCH CORAMIT~AENT LETTE92, TERRA SHEET. OR OTHER
- VIlRITTEN OUTLINE ;OF TERMS /4ND CONDITIONS EXPRESSLY PROVIDES TO THE.
CONTRARY, (C} THERE ,ARE NO 'UNVI/RITTEN ORAL, AGREEflflENTS BET~IEEN THE
- PARTIES, AND (D) THIS DOCUNI,EiVT RflAY .NOT ~BE ~CONTI~-DICTED: BY EVIDENCE OF
..ANY PRIOR, CONTE~9PORANEOUS', OR SIDBSEQUENT OR4L AGREEAAENTS OR
UNDERSTANDINGS OF THE PARTIES.
10. GOVERNING LAW. THLS AMENDMENT AND THE RIGHTS AND DUTIES OF
THE .PARTIES HERETO SHALL 'BE GOVERNED BY, ;AND. ,CO'NSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS O'F THE STATE OF CALIFORNIA 1,!VITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF' LAWS.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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i
~S
IN WITNESS "WHEREO:F, the parties- hereto have caused this Arriendmenf' to.~ be duly
executed as of`the date frst above written..
CITY OF PETQ-LUflAA, as City
By:
Name: John Brown
Title: City Manager
BNP PARIBAS, as Bank.
ay:
Narne:
Title:
By:
Name:
Title;
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