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HomeMy WebLinkAboutResolution 99-102 N.C.S. 05/03/1999 CITY OF PE.TALUMA LOCAL AGENCY RESOLUTION RESOLUTION NUMBER 99-1..0;2 NCS RESOLUTION AUTHORIZING AND AP~PROVI'NG THE BORROWING OF FUNDS FOR FISCAL.YEAR 1,9.99-2000;'THE;ISSUANCE AND SALE OF A 1999-2000: TAX AND REVENUE ANTICIPATION NOTE THEREFOR AND PARTICIPATION IN THE CALIFORNIA. COMMUNITIES CASH FLOW FINANCING PROGRAM WHEREAS; Local agencies are authorized by Section 53850 to 5.3858, both inclusive,. of the Governnienf Code of the State of California (the "Act") (being Article 7.6, Chapter 4,,Part 1, Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes; WHEREAS, the legislative body. (the "Legislative Body") of the local agency specified in Section 25 hereof (the "Local Ageney") has determined that a sum (the "Principal Amount"), .not to exceed the Maximum Amowit of Borrowing sp'ecif ed in Section 25 hereof, ~whi~ch. Pri~licipal .Amount is~ ~to be con~f rmed and set in t}ie Pricing Confirmation (as defined in Section 4 hereo'f); is needed .for the'requrements of .the Local Agency,. to satisfy obligations of the Local ,Agency, and that it is necessary that said Principal Amount be borrowed for such purpose at this time 'by the issuance of a note therefor in anticipation of the receipt of taxes, iiiconle, .revenue, cash receipts .:and other moneys to be received' by the: Local Agency for. the. 1 general fuiad of the Local Agency attributable to its fiscal year ending. June 30; :2000 ("Fiscal Year 19.99-2000"); WHEREAS, the .Local, Agency hereby determines to borrow, for the purposes set forth above, the Principal Amo~uat'by the issuance of the .Note {,as hereinafter defined);. WHEREAS, it appears; and this Legislative. Body hereby finds and determines, that the Principal A~~~ount, when-.added to the interest payable thereon, does not exceed ei"~hty- five ~ercenf {85%) of the estimated aralount of tlae uncollected taxes, income;.xevenue (including,, but IIOt hilllted t0, 1'eVenLle fr0111 the state and federa~I governments), cash receipts and-other moneys of the Local Agency attributable to Fiscal Year 1999-2000-and available for the payment of the pria~cipad of the Note and the `i~itet-est thereon;: ' WHEREAS, no money has heretofore been borrowed by' or on behalf of the Local; Agency ahrough.the issuance of tax' anticipation. notes. or temporary notes in anticipation of `the receipt o;f, or payable from- or secured ~by, taxes; income, revenue, cash receipts or other moneys for Fiscal Year 1'999-2000; WHEREAS; pursuant fo Section 5,385'6 of the Act, certain moneys which will be received. b;y the Local.Agency during and attribufable. to Fiscal Year 1999-2000 can be pledged for the payment of fhe pri?acipal. of the Note and the .interest-thereon (as hereinafter provided);, WHEREAS, the Local Agency 'has deterrn'ined that it is in the best interests of • the Local Agency to participate in the California Communities Cash Flow Financing Program Copyright, 1/1L1999; Orrick, Herrington & Sutcliffe. All rightsreser~ed. DOCS LA l :299206:.1 ~o929-zo~~e~ Reso. 99-1.02 NCS -1- .Pages = 18 (the "Program°').; whereby :participating local agencies (co_llectvely, the "Issuers") will simultaneously. issue tax and revenue anticipation notes; 'WHEREAS, the Program requires. the. participating Issuers to sell their tax and revenue anticipation notes to the California Statewide Communities Development Authority (the "Authority") pursuant to note purchase agreement`s (,collectively, "Purchase Agreements"), each behveen such individual Issuer and the. Authority, and dated as of the date of the Pricing Confirmation, a form of which has been .submitted to the Legislative Body; WHEREAS, the Authority, in consultation with Sutro & Co. Incorporated, as financial advisor for the Program (the "Financial Advisor"), will form .one or more, pools of notes (the "Pooled Notes") and assign each-note to a particular pool (the "Pool") and sell a series (the. "Series") of bonds (the "Bonds") secured b.y each Pool. pursuant to an indenture (the "Indenture") between the Authority and U.S: Trust Company, N.A„ as trustee (the "Tnrstee"), .each Series distinguished by whether or what type(s) of Credit Instrument(s) (as hereinafter defined) secure(s) such Series, by the principal amo>_uits of the notes :assigned to the Pool or by other factors, and the Local Agency hereby acknowledges and approves the discretion of the. Authority to assign the Note to such Pool and such Indenture as the Authority may determine; WHEREAS, as additional security for the owners of each Series of Bonds, all or a portion of the- payments by all'. of tlae Issuers of the notes assigned to .such Series may or may not be secured (by virtue or in form of the Bonds, as indicated 'in the Pricing Confirmation; being secured,in whole or in part) by' aii irrevocable letter (or letters). of:credit orpolicy'(or policies) ,of insurance or proceeds of a separate bond .issue issued. for, such purpose (the "Reserve Fund") or other credit instrument (or instruments) (collectively, the "Cred'it Instrument") issued 'by the credit provider or credit providers designated in the; Indenture, as finally executed (collectively,, the "credit Provider''), pursuant .to a credit agreement or agreements or commitment letter or letters or, iii the case of the Reserve Fund, an indenture (the "Reserve Indenture") (collectively; the "Credit Agreement") between (i) in the case of an irrevocable. letter (or .letters) of credit-or policy (or policies) of insurance, the Authority and the respective Credit Provider and (ii) in the case of fhe Reserve Fund, the Authority -and U.S. Tnist Company, N.A., as trustee of the Reserve Iid'c.gturc (tlie "Reserve Trustee"); WHEREAS, if, as designated in the Pricing Confii-lnation, the Credit Instrument is the Reserve F;and, bonds ,issued pursuant to the Reserve Indenture (the "Reserve Bonds") may; as ii~dieated in the Pricing. Conf rmation; be secured by, ,an';irrevocable letter of credit, or policy of .insurance or other credit instrument .(the "Reserve. Credit Instrument") issued by the credit provider identified in tfie Reserve Indenture as fi-Wally executed (the "Reserve Credit Provider''), pursuant- to a credit agreement or commtment.letter (the "Reserve Credit Agreement") identified in the Reserve.Indenture~ as finally executed, such, Reserve Credit Agreement being. between the Authority and the Reserve :Credit Provider; WHEREAS; the net proceeds of :the Note may be invested by the Local Agency in Perriritted .Investments (as defined in the Indenture) or in any other investment. permitted. by the laavs of the State of California, as now in effect and as hereafter amended, modified or supplemented from time to time • Reso. 99-1.02 NCS Pages =.18 -2- DOCS I_A 1299206. I 40929-20~ JCG i WHEREAS, as part - of the Prograrrr each participating Issuer approves the Indenture;- the: alternative forms of Credit Agreements; 'if any;. and the alternative forms of Reserve Credit Agreements; if any, in substantially the -forms presented to the Legislative Body, with the final form of Indenture; type of'Credit Instrument and corresponding Credit Agreement and type of Reserve Credit. Instrument. and corresponding Reserve Credit Agreement,. if any, to be determined sand approved by .delivery of the Pricing. Confirmation; _ WHEREAS; pursuant to the Program each participating Issuer wi l be responsible for i'ts share: of (a) the, fees of the Trustee and the costs of issuing the applicable Series of B'ond's, and (b), if applicable; the. fees of the Credit Provider, the fees of the Reserve Credit Provider (which shall be payable from,.among other sources, investment earnings on the Reserve. Fund. and :moneys in 'the' Costs of Issuance Fund established and held under the Indenture), the Issuer's al~locab`le share of all Predefault Obligations and the Issuer's Reimburseme?at Obligations, if ally (each as defined in the Indenture); WHEREAS, pursuant to the Program each participating Issuer will be responsible for its share of the fees of the Reserve Trustee and the costs of issuing the applicable Series of Reserve Bonds, all such costs and fees being payable :from the proceeds of the applicable Ser-`es of Bond's (or, with respect to costs. and -fees of the Reserve Credit Provider, as may otherwise be.provided in the Reserve Indenture);. WH°EREAS, pursuant to the. Program, the. underwriter will submit. an offer to the Authority to piirehase; in t}e case .of each Pool of .Notes; the Series of Bonds which. will be secured.,by the Indenture to which suc11 Pool will be assigned; WHEREAS, it is :necessary to engage the: services of certain professionals to assist the L-oval Age~icy.in.i:ts participation in the Program; NOW; THEREFORE, the Legislative Body hereby finds, determines, declares and resolves as follows: Section 1. Recitals. This Legislative Body hereby finds acid deteririines that ~al the above recitals~are true=and correct. Section 2, Authorization of Issuance. This Legislative $ody hereby . determines °to boq-ow solely for the purpose of anticipating taxes, income, revenue; cash receipts and .oilier moneys to be received by.the Local Agency .for the-general fund of the :Local' Agency attributable to F~iseal Ye_,ar 1999=2000,: by tlae issuance.of a note. in the Prin~ipal,Amount under Sections 538'SO et seq.: of the .Act; designated the Local Agency's "1999-2000 Tax and Revenue Anticipation Note" (th_e "Note");, to be issued in the form of .one fully .registered note at the Principal Amount thereof, to be: dated the date of its delivery to the initial purchaser thereof, to , mature (without option of pr"ior redemption°) not more than fifteen months thereafter on a date indicated on lie face: thereof and determined in the Pricing. Confirmation (the "Maturity Date"), acid to bear interest; payable at maturity (and, if the maturity i"s more'than twelve months from the date of issuance, payab,-le on the interim payment date set forth i'n the: Pricing- Confirmation) and computed upon the bas~is~:of a 360-day year consisting of twelve 30-day months, at a rate not. to exceed .twelve percent (12%) per annum as determined iri. the Pricing Confirmation and indicated on the face of the Note (tlie "Note Rate"). If the.. Series -of 'Bonds issued in connection with the -3_ Reso. 99-102 .NCS ~ocs~A i,:z~~zov.l Pages = 18 ~10929305;.IGG Note is secured iti whole or in part by a Credit Instrument. or such, Credit Instnrment (other than the Reserve Fund) secures the Note in whole or in part and al_1 principal of and interest on the Note is not paid in full, at maturity or if payment of priricipa_1 of and/or interest. on the Note is paid (in whole or in part) b.y a draw under, payment by or."claim upon a Credit Instrument which draw, payment or claim is not fully reimbursed on such date; such Note shall become a Defaulted Note (as defined,in the Indenture); and the unpaid portion (including the interest component, if applicable) thereof (or the portion (inelud'ing the interest component, if applicable) thereof with respect to which. a Credit Instrument applies forwhich reiinliursement on a draw, payment or claim ha"s not been fully made.) shall be deemed outstanding and shall continue to ,bear-interest thereafter until paid at the Default Rate (as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve Bonds issued to fund the Reserve Fund are secured by the Reserve Credit ..Instrument. and. a Drawing (as ,defined. in the 'Indenture) pertaining to the Note is not fully reimbursed- by the Reserve Principal Payment.Date (as,defined in the Indenture); such Note shall b`ecorne a Defaulted Reserve Note (as def nedrn the Indenture), and. the unpaid- portion (includi`ng the interest component, if applicable) thereof (or portion (including the: interest- component, if applicable) with respect to which the Reserve Fund applies for which, reimbursement on a Drawing has not been fully made) ahall be deemed outstanding and shall continue to bear interest. thereafter until paid at th'e' Default: Rate. If the Note or the Series of Bonds issued in connection with the Note :is unsecured in whole or in part and the Note is not fully paid at maturity, the unpaid- ,portion tliereof (or the portion thereof to which no Credit . Ii~str~iinent applies, which is unpaid) shall. be deemed outstanding. and' ..shall continue .to bear , interest thereafter until paid at the DefatiTt Rate. In each case set forth in the preceding three sentences, the obligation of the .Local Agency withrespect `to such, Defaulted Note or unpaid Note sli~ih not be a debt. or liability of the Local Agency prohibited. by Article XVI, Section -18 of the California Constitution and 'the Local Agency shall not. be liable thereon except to the ~ex~tent of any available revenues attributable to Fiscal Year 1999-20.00, a"s provided in Section 8' hereof. . The percentage- of the Note to which a Credit. Instrument, 'if any, applies (the "Secured Percentage") shall be equal to the amount of the. Creel-it Irstrument divided by -the aggregate amount of unpaid. principal of°and'interest on the unpaid notes (or,portions thereof) of all Issuers, expressed as a percentage (but not greater than 100%) as of`the maturity' date. Thee percentage of the Note to which the Reserve. Credit Instrument, if any,: applies (the "Secured Reserve. Percentage") shall be equal to the amount of the. Reserve Cr~edi~t Instrument. divided by the aggregate amount of unpaid principal. of and interest on such unpaid notes (or portions thereof, including the:,interest component; i'f applicable), expressed: as'a percentage (but not greater than 100%) .as of the Reserve Principal Payment Date. Both tlae principal of,and interest_on the Note shall be payable in lawful money of .the United States of America: The principal of and interest. on the Note at maturity shall be paid upon surrender of the Note at the corporate trust offce of U.S. Trust Company, N.A. in Los Angeles, California. The Note shall be issued in conjunction, with the. note or notes of one or more other Issuers as part of tlie:Program and within the meaning of Section 53853 of the Act. Section .3`. Form of Note. The Note shall be issued in fully registered form without coupons and shall be substantially. in the form .and substance set forth in Exhibit A as attached hereto and by reference incorporated herein, the blanks in said forms to be filled in with appropriate word's and figures: _4_ Reso. 99-102 NCS ~~ocsi_n ~ :z~~~zo~. i Pages = 18 ao~m~-?o> ~c~ Section 4. 'Sale of Note; Delegation.. The Note shall be sold. to t_he Authority pursuant to the Purchase Agreement. The form of the ,Purchase Agreement, including the form of the pricing confirmation supplement (th_e `"Pricing Confirmation") set forth, as Exhibit A. thereto, presented to this meeting are hereby' approu.ed~. The authorized representatives set forth in Section 25 hereof'(the "Authorized Representatives°') ;are each hereby authorized: and directed to execute and deliver the Purchase Agreerrient in substantially said form, with.. such changes thereto as s~ich Authorized Representative hall approve, such approval to be conclusively evidenced by his or her execution and ,delivery thereof; .provided, however, that the Purchase Agreement shall not be effective and binding on the..Local Agency until the execution and delivery of the Pricing Confirmation. The Authorized Representatives are each.. hereby further authorized and directed to execute and deliver the Pricing Confirmation in substantially said form, with such.changes thereto as such Authorized Representative shall. approve, such approval to be conclusively`:evidenced bq his' or her execution and delivery thereof; provided, however, that the ;interest rate on tile, Note, shall not .exceed twelve percent, (12%) per annum,, the discount on the N9te, when added to t.he'Local Agency's share ofthe costs,of issuance of the Bonds;. shall not exceed one percent (1..0%.), and the, Principal Amount shall not exceed the 1Vlaximum Amount of Borrowing. Delivery- of an executed copy of the Pricing Confirmation' by :fax or telecopy shall be. deemed effective execution and delivery for all purposes. Section 5. Program .Approval. The Pricing Conf rmation. shall indicate whether aid what type of Credit .Instrument and, if applicable; Reserve Credit Instrument will apply. _ Thee .forms of Indenture; alternative general types and forms of Credit Agreements; if any; 'and alternative general types and forms of Reserve Credit Agreements, `if any, presented ao this meeting are hereby acknowledged, :arid it' .is acknowledged that _the .Authority will execute-and deliver the Indenture, one or- more Credit Agreements; if applicable; and. one. or more Reserve Credit Agreements, if applicable, which `shall be identified iii the Pricing CoTafinnation, in substantially one or more of said forms with such changes therein~as.the Aitliori'zed Representative who executes the Pricing Confirmation shall require or approve (suvstantia ly final :fornls of the Fndenture; the Credit Agreement and, if applicable, the Reserve Credit Agreement are to be delivered to the Authorized Representative concurrent. with. ;the Pricing 'Confirmation), such approval ofthe Authorized Representative'and this Legislative Body to be conclusively evide~iced by the execution of the Pricing Confirmation. If the Credit :Agreement identified in the Pricing; Confirmation is. the Reserve.. Indenture, ;it is acknowledged that tlie= Authority will issue the ,Reserve :Bonds pursuant to and as provided in .the.Reserve Indenture; as finally executed. Any one of the. Authorized Representafi~es of the Local Agency. is hereby autihor'zed and directed to provide the Fi'narieial. Advisor oi- ahe underwriter with such infornaaton relating to thee. Local, .Agency as the' Financial -Advisor or the underwriter shall reasonably request for inc}uson in the Preliminary Official'Statement and Official Statement of . the Authority. Upon inclusion of the information relatirg to the Local. Agency .therein, the Preliminary Official Statement and Official Statement or such other'offering document. is; except ` for certain omissions permitted by .Rule 15c2-12 of the Securities' Exchange Act of 1934, as amended (the "Ru9e"),.hereby deemed final within the meaning of 'the Rule with respect to the Local Agency and any Authorized Representative of the Local Agency is authorized to execute a certificate to such effect. lf, at any time prior to the end of the underwriting period, as defined in ,5_ Reso. 99-1'02 NCS r>ocsi_n(:a~)~izoc~:,( ~ Pages = 18 the Rule, any event occurs as a result of which the information contained in the; Preliminary Official. Statement or other offering- document:- relating to the Local Agency .mnght include an untrue statement, of ~a~ material fact or omit to state. any maternal fact necessary to~ make the statements therein,: in light,of the circumstances under which they were made; not mnsleading, ' the Local Agency shall. promptly notify the Financial Advisor and the underwriter. Subject to Section 8 hereof, the Local Agency hereby agrees that i'f'the Note hall. become a Defaulted. Note, the unpaid. portion (including the interest. component, if applicable) thereof or the portion (including the interest component,, if applicable) to which a Credit. Instrument applies for which full reimbursement on a draw, payment. or claim has not been. made by the Maturity Date shall b;e deemed outstanding and shah :not be deemed to be paid until (i) any Credit.Providerprovid'ing aCredit Instrument with respect to the Note or the Series of=Bonds issued in connection with the Note, has been reimbursed' for any drawings, payments or claims made finder or from the Credit Instrument with respect to the Note, including interest accrued thereon, as provided therein and in the applicable. Credit A~greernent, and, (ii) the holdei-s ~of'the Note,. or Series of the Bonds issued in connection with the Note,, 'are paid the furl principal amount represented by fihe unsecured portion of the Note; plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee. For purposes of clause (ii) of the preceding sentence, holders of the. Series of Bonds wil'1 be dee~iled to have received. such principal amount upon deposit of such .moneys with the Trustee. Subject to Seet`ion & hereof, the Local Agency hereby agrees that if Che Note shall become a Defaulted. Reserve Note; the unpaid port-ion (including the interest component,. if applicable) thereof or the portion (including the interest component, if applicable) to which: a Reserve Credit Instrument; if any, .applies for which 'full reimbursement on a Drawing has not been .made by the Reserve Principal Payment Date .shall be deemed outstanding and shall not be. deemed paid .until (i) 'any Reserve Credit Provider providing a Reserve Credit Instrument with respect: to the Reserve Bonds (against the Reserve Fund of which. such Drawing was made) has been: reimbursed for any Drawing or payment made tinder the Reserve Credit Instrument with respect to the Note,. including interest 'accrued thereon, as provided therein and' in the Reserve Credit Agreement, and (ii) the holders of the Note, or Series of Bonds issued in connection with the Note, are ;paid the full principal. amount represented by the unsecured portion of the Note plus interest. accrued thereon (calculated at •the Default Rate) to the date of deposnt of such aggregate red~iired amount with the Tnistee. `For the purposes of clause (ii) of the preceding sentence, holders.. of the Series of Bonds will be deemed' to have received such principal .amount. upon deposit of such moneys with the Trustee. 'The Loca Agency agrees to pay or cause to be paid,. in addition to the :amounts payable under tlae Note, any fees or expenses of the Trustee and, fo the extent permitted by law, if the Local. Agency's Note is secured in whole or in part by a Credit Instrument and, if applicable, a Reserue `Credit Instrument (by virtue of the fact that the Series of Bonds is secured by a Credit Instrument and, if applicable, Reserve° Bonds. are secured by a Reserve Credit Instrument), any Predefault Obligations and Reimbursement Obligations (to the extent. not payable under the. Note); (i) arising out of an "Event of Default" hereunder (or pursuant to Section 7 hereof) or (ii) arising out of any other event .(other than an event arising solely as a result of or otherwise attributable to a default by any other Issuer)... In the case described in (ii) avove with respect to Predefault Obligations, the Local Agency shall owe only the percentage of _6_ Reso. 99-102 NCS ~ocs~A~:2~~2ov.i Pages = 18 40929-205 JCG such fees, expenses and Predefaiil't. Obligations equal fo 'the ratio: of the principal amount of its Note over.-the aggregate.principal amounts of'all notes;.. including: the Note; of the Series of which the 'Note is a part, at the time o'f original issuance of such Series. Such additional amounts will. be paid, by the ;Local Agency within twenty-f;ve (2'S') days of receipt by the Local Agency of a bill therefor from the Trustee. . Section 6. No Joint Okili'gafion. The Note will be issued in conjunction with a note. or notes of one or more other Issuers, assigned to secure a. Series of Bonds. In all cases., the obligation of the Local Agency to make payments. on:or in respect to its Note is a several, and not a joint .obligation and is strictly limited to the Local Agency's repayment obligation under thus Reso uti'on and 'the Note. . Section 7. Disposition of Proceeds of Note. A portion of "the ,moneys received from the sate of-the Note in:an amount equal to the Local~Agency's share ofahe-costs of issuance (which shall ,include any .fees ,and expenses in connection with any Credit Instrument (and the Reserve Credit Instrument, if any) applicable to the Note or Series of Bonds and the corresponding Reserve Bonds, if any) shall be deposited in the Costs of Issuance Fund 'hel'd and invested. by the Trustee under the Ii~d"enture and expended as directed by the Authority on costs of issuance as provided in •the Indenture. The balance of-the moneys .received from ,th'e' sale of the Note to the Authority .shall be deposited in the Local Agency's Proceeds Subaceount hereby authorized to be: created pursuant to, and' held .and ingested by the Trustee under, the Indenture for the .Local Agency and said moneys may 'be used and expended by the Local Agency- for any purpose for which it :is authorized''to use:and expend moneys; upon requisition from the Proceeds. 'Suhaccount- as specified . in ;the Indenture. Amounts in. the Proceeds Subaecount ;are hereby pledged to the payment of the Note. The Trustee will not create, subaccounts ,within the Proceeds Furid, but will-; .keep records. to account separately ..for proceeds of the Bonds allocable" to the Local. Agency's -Note on deposit in the Proceeds Fund which shah constitute the Local Qgency'~s Proceeds Stibaccount. Section 8. Sour-ce of Payment. (A) The principal amount of the Note, together with the interest thereon, shat"1 be payable from taxes, .income, revenue .(including,.. but not limited "to; revenue from. the state and federal governments)"; cash receipts and other moneys which are. received by the Local Agency foi' the ,general fluid of the .Local Agency and are attributable: to -Fiscal Year 199:9-2000 :and which are avaia'able ,for payment thereof. As security for the payment of the'prncipal of and interest on the Note; they Local Agency hereby pledges; certain unrestricted .revenues . (as hereinafter ,provided,, the "`Pledged Revenues") which are i-eceived'by the Local Agency for the general. fnnd of the Local. A"gency and. are attributable " fo Fiscal Year '1999-2000;. and' the ,principal of'flie Note and the. interest thereon hall constitute a first lien ..and charge thereon and shall be payable from the first moneys received by he Local. Agency from such Ple,dged~ Revenues, and,,:, to the extent not so paid, shall be" paid from any other taxes, income, revenue; cash receipts :and other moneys of t11e Local Agency lawfully available therefor (a1S as provided for in Sections 5385;6 and 338'57 of the Act). The term "unrestricted revenues" shall mean all taxes, incoli~e; revenue (iiaclidilg, but iiot limited to, revenue from the state -and federal govenanrent's), cash receipts; and .other moneys, intended as receipts -for the general fund of the Local Agency attributable to Fiscal Year 1999-2000 and which are generally available for the payai~ent of cui=i•enf expenses and other obligations of the Local Agency. The Noteholders, Reso. 99-102 NCS Pages = 18 DOGSLA I :299206. I 40929-205 JC6 Bondholders, Credit Prov,.der and, if applicable, tale .Reserve .Credit Provider shall have a first lien acid charge on such cerfaii~ unrestricted re.venties;~as `hereinafter provided which are received by'the Local Agency and are attributable to Fiscal Year 1.999-2000. In order to effect the ,pledge referenced in the preceding ;paragraph, the .Local Agency hereby agrees and covenants to establish and maintain a special account within. the Local g y° g 'g ,enue Anticipation Note A enc s eneral fund to be desr nated the 1999-.2000 Tax and Rev Payment Account" (the "Payment Account") and furtheragrees and covenants to maintain the Payment Account iu~til the payment of the principal of the Note and the interest thereon. Notwithstanding the foregoing; if the Local Agency elects to have Note proceeds invested in Permitted Investments to be Held. by the Trustee pursuant to the Pricing, Confirmation, a subaecount of the Payment Account (the "Payment' Subaccount") shall be established. for the Local Agency under the Indenture ,and proceeds credited to such account shall be pledged to the payment. of the Note. The Trustee. need not create. a subaecount, but may keep a record to account. separately for proceeds of `tlie Note so held .and invested :by the Trustee which record. shall constitute the Local Agencys Proceeds Subaccount. Transfers from the Payment Subaccount shall be made in accordance with the Indenture. .The Local Agency agrees to- transfer to. and deposit in the Payment Account the first amounts received in the months specf'ed in the Pricing Confirmation as Repayment Months (each individual month a "Repayment MOllth" and cgllectively "Repayment Months") (and any amounts:recei'ved thereafter attributable to Fiscal. Year 19.99-2000) until the.amount on deposit in the.Payment Account,'together with the ari~ount, if' any, on deposit in the Payment Subaccount, is equah in the respective: Repayment Months identified .in ;the Pricing Corifirrrrafion to the percentage of the principal. and .interest due on the, Note specified in the Rrcing Confirmation. In ~inaking such transfer and deposit, the Local Agency shall not be required. to physically segregate the ammounts to b:e transferred to and deposited :in the Payillerit Account from, .the Local Agency`s. other general fund moneys, but,. ' no withstanding. any conur?ingiing of fualds for investment or other purposes; the amounts required to be transferred to and deposi ed in the Payment Account shall nevertheless be subject to the liven and charge created hereiaa. Any one of the Authorized Representatives of the. Local Agency is hereby authorized to approve the deter-n~ination of the Repayment Months and percentages: of the principal and interest due on the Note requi"red to be on deposit in the Payment Account ai~dlor the Payment :Subaccount, in each ;Repayment Month, all as specified in the Pricing Confi 1~ation, b:y executing and delivering the Pricing Confirmation, such execution and delivery to be .conclusive evidence of approval by this Legislative Body and such Authorized Representative; provided,l~owever; that themaximum number~ofRepayment.Months shall be six; and the: maximuia~ amount of Pledged Revenues required. to be deposited in each Repayment Month shall :not exceed fiffy percent. (50%) of the aggregate principal. and interest due on the Note. In the event on the day in each such Repayment Month that a deposit to the Payment Accounf. is .required, .~to be made, the Local Agency has not received. sufficient unrestricted revenues to ,pernlit the deposit into the Payment Account of the full amount of Pledged Revenues o be .deposited `in the Payment. Account from said ,unrestricted revenues ih said month, then the .amount of .any def cency shall be satisfied and made up from any other moneys of the Local Agency lawfully aval'abTe for the payment of the principal- of the~Note and the interest thereon, as and when such other moneys are received or are otherwise legally available. _ Any moneys placed in the Paymeut.Account or the Payment Subaccount shall be for'flae ben'ef t of O the holder of the Note and the holders-of Bonds issued in connection with the Notes,. (ii) (to the extent provided in the Indenture) the Credit Provider, if any, and (iii) -g- Reso. 99-102 NCS ~oes~Ar;29~2o~:a Pages = 1.8 40929'-205 JGG" (to the extent provided iri the Indenture and, if applicable; the Credit Agreement) the. Reserve . Credit Provider, if any. `The moneys in'the Payment Account. and the Payment Subaccount shall be applied only for the purposes for which such Accounts~are created until the principal of the Note acid all `interest. thereon are paid or until provi_si'on has been made for the payment of the principal of tlie. Note at maturity with interest to maturity (in accordance with the requirements for defeasance of the Bonds. as set forth in the- Indenture) arid; if applicable; (to the extent provided. in the. Indenture and,, if applicable, the Credit Agreement) the payment of all Predefault Obligations and Reimb.ursemen`t Obligations owing to the Credit .Provider and, if applicable, 'the Reserve Credit Provider. - • (C) The Locale Agency hereby directs the Trustee to transfer on the Note Payment Deposit Date; (as defined, in the Indenture), any moneys in the Payment' Subaccount to the Bond Payment Find (as defined in the Indenture). In addition; on the Note Payment Deposit Date, the moneys. in the. Payment. Account shall be transferred by the Local .Agency to the Trustee; to the extent necessary (after crediaing any transfer pursuant to the preceding sentence), to pay the principal of and/or interest on the Note or to` reimburse the Credit Provider- for payments made under or, pursuant` to ahe Credit Instrument.. In' the event that moneys n'_ the Payment Account and/or the Payment Subaccount are insufficient to pay the principal 'of and interest on, the Note, 'in hill when due,. such .moneys shall be applied in the following priority.: first ta~pay interest on.the Note; second to pay principal of the Ngfe; third-to reimburse the Credit Provider for payment, if any, of interest with respect to the Noted .fourth to reimburse the Credit Provider~for payment, if any, of principal with. respect to the Note; ,fifth to;reinlburse the Reserve Credit Pro,vder., if any, for payment, if any, of interest with respect to the Note; sixth to reimburse• the Reserve. Credit Prodder, i:f any, for payn-?ent, if any, of principal with respect to the Note; and eventh to pay any Reimbursement Obligations of the Local Agency and any o;f the _ Local:•,Agency's .pro rata share:~;of Predefault Obligations; owing. to the Credit Provider .and Reserve: Credit Provider (if any), as :applicable. Any moneys remaining in or accruing 'to the. Payment Account and/or the Payment Subaccount. after the ,principal of the Note and t}5e ;interest thereon acid -any Predefault`Obligations 'and Reimbursement Qblgations, if applicable, have been paid, or provision for such payment ha"s been made, shall b,e'transferred to the general fund of the Local .Agency, subject to any other disposition required by 'the Indenture; or; 'if applicable, the, Credit Agreement. Nothing herein shall be deemed ao relieve the Local. Agency from. its obii'gation fo pay its Note in fiill 'on the Maturity Date. (D) Moseys in the. Proceeds Subaccounf and 'in the Payment Subaccount. shall, 6e .inueshed by the, Trustee. piii-suant to the Indenture ;as directed by the Local Agency in Permitt'ed' Irivestmenfs as described in and under :the -terms of the Indenture. Any' such investment by the. Trustee shal'1 be for. the account and risk of"the Local Agency, and' the Local Agency s}iall no_ t be 'deemed to be relieved of any of its obligations with respect to the Note, the Predefault Obl-gatons or Reimbursement Obligations; if any, by reason of'such. investment of the moneys in its Proceeds Subaccount or the Payment Subaccount.. (E) At ahe written request of the Credit Provider, if any, or the Reserve Credit Provider, ~f,any-, the Local Agency shall,, within ten (10) Business Days following the receipt of such written request, f le Such :report or reports to evidence the transfer to and deposit in the Payme~it Account required by this Section 8 and provide such additional financial information as may be required. by-the Credit Provider; •if any,'or the Reserve Credit Provider, if any. _g_ Reso. 99-102. NCS ~ocsr:At:z~~2o~.1 , Pages = 18. 40929 205 JCG. ~ • Section 9. Execution of Note': -Any one ofthe Authorized Representatives of the. Locar Agency or any other officer designated by the Legislative. Body shall be authorized to execute the Note by manual or-facsimile signature and `the, Secretary or Clerk of the Legislative Body of the .Local. Agency; or any .duly appointed: assistant thereto, shall be authorized to counters'i'gn the Note by manual or facsimile signature. ~ Said Authorized Representative of the Local flgency,;is hereby authorized to cause -the blank spaces of the Note to be filled in as may be appropriate pursuant to t11e Pricing Confrrnation. The Authorized Representative is hereby authorized and di"reefed to cause the -Authority to assign the Note to the Trustee; pursuant to the terms and condifions of the Purchase Agreement, this Resolution sand the Indenture. In case any Authorized Representative, whose signah>re ,shall appear` on any Note shall. cease to be an Authorized Representative before: the delivery of such Note,. such signature shall nevertheless be ' valid afd sufficient for all, purposes, the same as if .such officer had remained in office un"til~ delivery. The Note need not' bear. the seal of the Local Agency, if any. Section 10. Intentionally -Left Blank; This section has been included. to preserve the sequence of section numbers for cross.-referencing purposes. Section 11. Representations and Covenants of the Local Agency. , The Local Agency makes the following representations for the `benefit ~of the ho der of the Note, the owners of the Bonds, the Credit Provider, 'if any, and the Reserve Credit Provider; if any: (A) The Local Agency is duly organized and existing .under and by virtue o;f t11e laws of the State of California and has all necessary power and authority to O adopt this , - Resolution and perform .its ob~l;~gations~ thereunder, (~ii)' enter into and perform its obligations under the Purchase Agreement, and (i'i) issue the Note andperform its obligations thereunder.. ' (B) (i) Upon. the issuance of the Note; the Local Agency shall have taken all action required. to be taken by ,it to authorize the issuance and delivery of the Note 'and the performance of its obligations: thereunder,. and (ii) the Local Agency has full legal right; power and authority to issue and deriver the Note. (C) The .issuance of the Note, the adoption of the Resolution and the execution and delivery of the Purchase Agreement, and compliance with the provisions hereof and~tliereof do not conflict with, breach or violate any law,, administrative regulation, court decree, resolution, .charter, by-laws or'other agreement to which the'L' ocal Agency i subject or by which it is bound. (D) Except. as may be required under blue sky or other securities-.laws of .any state or Section 3(a)(2) of;the Securities Act of 1933, there: is no consent; approval, :authorization or other order of, or .fling with,~or certification by, any regulatory authority having jurisd"fiction over'the Local Age~icy required for the issuance and sale of'the Note or the consummation by the Local Agency of the-other transactions contemplated by ,this Resolution, except those the Local Agency shall obtain.or perform prior to or upon the issuance of the Note: (E) The Local Agency has (or will have prior to the issuance of the Note) duly, regularly and properly adopted a preliminary budget for Fiscal Year 1999-2000 setting Reso. 99-102 NCS -10- Pages = 18. DOCSLA I :299206. I 40929-20~JCG forth. expected revenues .and expenditures and has: complied. with all statutory and :regulatory requirements with respect. to the adoption of such budget. The .Local Agency hereby covenants that it shall (;i) duly; .regular-ly and properly prepare: and .adopt.. its final budget. for Fiscal. Year 1`999=2;000, (i,')°provide to the Trustee, the Credit Provider, i''fany, the Reserve Credit Provider,, if any, and the. Financial Advisor and the underwriter, promptly upon adoption, copies of such final budget and of any subsequent revisions; modi.fi`cations or amendments thereto and (iii) comply with all applicable laws pertaining to its budget. (F) The sum of the principal amount of the. Local Agency's Note plus,the interest. payable thereon, on the date of its issuance, .shall not, exceed fifty percent (50%) of the estimated amounts of the Local Agency's uncollected. taxes; income, revenue (including; but note limited to, revenue from the state and federal governments); cash receipts, and. other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year 1999-?000, all of wliieh will be legally available to pay principal of and interest on the Note. ' (G) The Local Agency (i) has not defaulted within the past twenty (20) years, .and is not currently in.default, on any debt obligation and (ii), to the best knowledge ofthe-Local. .Agency, has never defaulted on ally debt obligation. (H) The Local Agency's most recent. audited .financial statements. present fairly the financial condition of the Local Agency as' of the date thereof and the results .of o,perat-ion for t1Te period covered thereby.. Except, as laas' been disclosed to the Financial Advisor and the :under-writer; the' Credit Provider, if any;, and the: Reserve Credit Provider, if any,;. there has been no change in' the fi~aancia'1 condition of the Local Agency since the date of such audi ed fi_nanci~il statements that will .in the reasonable opinion of the Local_Agency materially impair its ability' to perform its obligations under tlis Resolution and the Note.. The Loca'1 Agency agrees to fuq~sh to tlae Authority, they -Financial Advisor, the underwriter, the Tntstee; the Credit ,Provider, if any; and' the Reserve Credit Provider; if' any; promptly, fi-on? time to time, such :information regarding the operations; financials condition and property of the Local. Agency as such party may reasonably request. - (I) There is no action; `suit, proceeding; inquiry or investigation, at taw or in equi y, before or by any court; arbitrator, governmental or other board; body or official, pending fir, to the best k~aow.ledge.of the Local Agency,. threatened against or affecting the Local Agency questioning the validity of :ally proceeding taken .or to be taken by the 'Local.. Agency in connection with ,the -Note, the Purchase Agreement, the Indenture; the Credit; Agreement, i'.f any,, r - tlae Reserve Credit,Agreement, i~fany, or this Resolution; or~seekmg to prohibit, restrain or enjoin. the execution„ delivery, or;performance by the Local Agency of any of the foregoing, .or wherein an unfavorable d"ecsion, ruling or finding would have a materially adverse. effect. on'the Local Agency's .financial condition or results of operations or ;on the ability of the Local Agency to co?iducf i`ts activities as presently conducted or as proposed or contemplated to be conducted, or would. materiallyadversely affect the validity or enforceability of; or the authority or ability of the Local Agency' o perform :its obligations under, the Note; the Purchase Agreement, the Indenture, fhe Credit Agreement,. if any, the Reserve Credit Agreement, if any, or this Resolutio?i. , Reso. 99-:1.02 NCS Pages = 18 -11- ~ocs~_n.i :?~~~zo~. i -~~~~z~~.~os ~e~ (J) Upon issuance of the Note and execution of the Purchase Contract, 'this Resolution, the Purchase 'Contract ;and the .Note will. constitute. legal, valid and binding agreements ~of the, Local Agency;. enforceable in accordance with their .respective terms; except as such enforceability may be limited by bankruptcy or other laws affecting creditors" rights generally, the application of equitable principles if equitable remedies are sought, the- exercise ,of judicial discretion in appropriate cases an'd the limitations on legal remedies against local. agencies, as applicable, in the State of California. (K) The Local. Agency and its appropriate officials have duly taken, or will ' take, all proceedings necessary to be taken by them; if any, for the levy, receipt, collection and enforcement of the Pledged Revenues in accordance with law for carrying out the provisions of this Resolution and the Note. . (L). Tlie Local. Agency "shall not incur any.indeb,tednesssccured by.a pledge of its Pledged Revenues unless such p edge is subordinate in all respects to the pledge of Pledged. Revenues hereunder. (M) So long as the Credit Provider;. if any, is not. in payment default under the: Credit Instrument or the Reserve. Credit Provider, if any,, is not in default under -the corresponding Reserve Credit Agreeialent, the Local Agency hereby agrees to pay its pro rata. share of all Predefault Obligations ,and all Reimbursement 9bligations attributable to the Local Agency iii accordance with provisions of the Credit Agreement, if any, the `Reserve Credit Agreement; i f any, and/or the: hadentur.e, as applicable. Prior fo flae Maturity Date, moneys. in the Local Agency's Payment Recount and%or 'Payment Subaccount shall not be used to make such payments. The Local Agency shall pay such amounts promptly upon receipt of notice from the Credit Provider or from the Reserve Credit Provider, if app'1'icab'le, that such amounts are due to . it. . (N) So long as any Boiads issued irr- connection with the Notes are Outstanding, or any Predefaiilt Obligat`i'on. or Reinlbursernent Obligation is outstanding, the Local ~Agenoy wi'1l: not. create or suffer to be created a~iy pledge of or lien on the Note other ,than the pledge and lien of the,Indenture. Section 12. 'Tax Covenants. (A) The Local Agency shall not take any action or fail to take any action if such action or failure to. take siicfi action would adversely affect ,the exclusion fi-om. gross income of the interest payable oii the Note or Bonds under. Section 103 o'f the Infer-na'1 Revenue Code .of 19.86 (the "Code"). ~ Without limiting the. generality of the foregoing,, .the Local Agency shal'1 not a»ake any use of the proceeds of the Nofe or. Bonds or any other fiu~ds of the-Local Agency which would:cause the Note or Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, a "private, acfivity'bond" within the meaning of Section 141(a)' of the Code; or an obligation the interest on which is subject to federal income taxation because it i`s ".federally guaranteed" as provided in 'Section 149(b) of the Code. The Local Agency, with. respect to the proceeds of the Note, will comply with all requirements of such sections of the Code and all regulations of the United :States Department of the Treasury issued or~applicable thereunder fo the extent that such requirements are, at the time, applicable and in "effect. Reso. 99-102 NCS Pages = 18 -12- ~ocsi~n :2~~~?0~.~ 40929-205 JG6 (B) ~ Thee Local Agency hereby (i") represents that the aggregate face amount of all tax-exempt obligations (including any tax-exempt leases,.. but excluding private activity bonds);. issued; and "to be issued by the Local ,Agency during: calendar year 1999, including the Note, is not reasonably expected to exceed $5.,000,000„ or,_in the alternative. (ii) covenants -that - the Local Agency will take all legally permissible steps necessary to ensure that all of the gross proceeds of the Note will be expended no later than the day that is six months after the date of issuance. of the Note so as to satisfy°the requirements of Section 148(f)(4)(B) of°the Code.. (C) Notwithstanding :any other ,provision of this Resolution to the contrary; upon the Local Agency's failure to observe, or refusal. to .comply with, the-covenants contained in this Section 12, no: one. other than the holders or former holders of the Note, the owners of the; Bond, the: Credit Provider; if any,. the. Reserve Credit Provider, if any, or the Trustee. on their behal f shall .be entitled to .exercise any right or remedy under this Resolution ~on the basis of the Local Agency';S failure to observe, or refusal. to corriply w.ith,, such covenants. (D) The covenants contained in this .Section '12 shall survive the- payment o the Note. Section 13. Events of Default and 12emedes. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an "Event of Default": (A) Failure by the Local. Agency to .make or cause to be made the transfers and deposits to the, Payment Account, or any other;payment required to be paid hereunder, including. payment of principal and i""merest on the Note, on or before the date on which such transfer, deposit or. other payment is due and payable; (B) Failure by .the Local Age~icy to :observe and perform °any covenant, condition 'or agreement, on its part to' be observed or performed under this Resolution, for a period of fifteeii (1 S) days after written notice, specifying such failure and requesting that it be .remedied, is given to the Local Agency by the Trustee, the Credit Provider, if applicable, or the Reserve Credit Provider, if applicable,'unless the Trustee and the~Credt Provider or the Reserve Credit Provider, if applicable, shal_l.all agree in writimg to an extension of such time prior to its expiration; (C) Any warranty, representation or other statement by or onbehalf of the Local Agency contained im this Resolution or the Purchase .Agreement (including the Pricing Confirmation) or. in any requisition or any financial. report.deliuered by the; Local Agency or in - any instrument furnisl'led in compliance with or in reference to thi's Resolution or the Purchase Agreeia~ent or n conn'ect'ion with 'the Note; is false or misleading in any materi"al respect; (D) A petition is fled against.. the Local. Agency under any bankruptcy, reorganization, arrangement,. insolvency, readjustment of debt, di solutign.or liquidation law of any jurisdiction, whether now or hereafter in effect and' is .not dismissed within 30 days .after SL1C11 filing, bait the Tnistee shall have the right to intervene. in the proceedings prior to the expiration of such thirty (3:0} days to protect its and the Bond Owners' (or Noteholders') interests; . Reso. 99-.102 NCS Pages = 18 -13- DOCSLn.I :299206.1 40929-2Q~ JC6 ,(E) The Local Agency files a petition in voluntary bankruptcy or seeking relief under any provision of ;any bankruptcy, reorganization; arrangement, insolvency, .readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition. against it under such law; or (F) The Local Agency admits .insolvency or bankruptcy or is generally not paying its .debts as such debts become due,:. or becomes insolvent or bankrupt. or makes an assignment for the benefit of creditors; or a custodian .(including without limitation .a receiver, liquidator or trustee) of the Local Agency or any of its property is appointed by court order- or takes possession. thereof and. such order remains in effect or such possession contnues'for more than 30 days, but the Trustee, shall have the right to intervene in the proceedings prior to the expiration ofs>.ich flirty (30) days fo protect its and the Bond Owners' or Noteholders' interests, Whenever any Event of Default referred to in this Section 13 shall have happened and be continuing, the Trustee; 'as' ho der of the Note, shal_l,, in ,addition to any other remedies provided here`ih .or by law or under 'tle Indenture; if applicable; have the right, at its' option without any further demand or notice, to .take one or any combination of the following remedial steps.: ~ • (1) Without declaring the Note. to be itnillediately ,due and payable,:. require the Local .Agency to pay to tlae Trustee, as holder of the°Note, an amount equal to the principal of the Note and interest thereon to maturity; pans: all other amounts due hereunder, and. upon notice to the Local .Agency the same ~sha'11 become immediately due and payable by the Local Agency without further notice or de>izand ,and - (2) . Take> whatever other action at `law or in equi y (except •for. acceleration of payment on the Note) which may:appear necessary or desirab e to collect the amounts then due and thereafter .to become due Hereunder aild under the Note or to enforce any other of its rights hereunder. Notwithstanding the foregoing, if the L"oval Agency's Note is secured in whole or in part- by a Credit Instrui~lent (other than the Reserve Fund). or if the Credit Provider s• subrogated to rights under fhe: Local Agency's .Note,. as long• as• the Credit Provider has not failed to comply with its payment. obligations under the Credit Instrument, the Credit Provider. shall have the right to direct the remedies-upon any Event of Default hereunder, and, notwithstanding the foregoing; 'if a Reserue Credit Instrument is applicable;, as long as the Reserve:.Credit Provider has not .failed to comply with i s payment obligations under the Reserve 'Credit Elgreement, t1~e Reserve. Credit Provider shall :Have the right (prior to the Credit Provider) to • direct-the.remedi'es upon any Event of Default hereunder, in each caseso long gas such action will not: materially adversely :affect the rights. of any .:,Bond. Owner; and the Credit Provider's and Reserve Credit Provider's ,(if any,) prior consent shall be required, to any remedial action proposed',to be taken by the'Trustee hereunder. If the Credit Provider is not. reimbursed for any drawing, payment or claim, as applicable; used to pay principal of and interest on the Note due to a default in payment on the Note by the Local Agency,. or if any principal of or interest ~on the Note remains unpaid after the Maturity Date, the Note shall 'be a ..Defaulted Note; the unpaid portion (including the interest .component,. if,applicable) thereof or the portion (including the interest component, if applicable) • Reso. 99=10.2 NCS -14- ~ Pages = 18 bOCSLA 1299206.1 40929-205~J.GG - to which a Credit: Instrument applies for which reimbursement' on a draw, payment or claim has - not been made' shall .be deemed' outstanding and shall bear interest at the Default Rate .until the Local. A_ gency's obligation on the .Defaulted :Note is' paid' iri full or payment is' duly provided for, - all subject to Section 8 hereof. If the Credit Instrument is the. Reserve Fund and the Reserve Bonds are secured by the Reserve Credit instrument and all ,principal of'and interest on the Note is not paid in full by the .Reserve Principal. Payment Date; the Defaulted Note shall become a Defaulted. Reserve, Note and the unpaid portion (inelud'ing the interest component; if applicable) thereof (or .the portion thereof with respect to which the Reserve Furid applies for which reimbursement on a Drawing has not been .fully made) shall be deemed outstanding. and shall bear interest at the Default Rate until the Local Agency's obligation on the Defaulted Reserve Note is paid in €ull or payment is duly provided for, all subject`to Section 8 hereof. ' Section 14. Trustee. T11e Local Agency hereby .directs and authorizes the payment by the Trustee of the interesC on and principal of the Note when such ,become due and payable, from amounts received by 'the Trustee from the Local Agency in the manner set forth herein. The Local. Agency hereby covenants to deposit funds in such account or fund; as applicable;. at the time and in the amount specified herein to provide. sufficient moneys to pay°the principal. of and: interest on the Note on the Note Payment Deposit Date. Payment of the Note shall be i11 accordarice with tlae -terms of he Note°and this Resolution. ~ • . Section. 15. Sale of Note. The Note shall., be sold to the Autliority, in accordance °with the teas of the Purchase Agreement, hereinbefore approved, and' issued payable to the T'riistee; as assignee of the Authority. Section 1G. .Intenfionally Left Blank. This section has been included to preserve the' seduence of section ~nu~mbers.~for cross-referencing purposes. Section 17:. Approval of Actions. The aforementioned .Authorized 'Representatives of'the Local Agency are hereby authorized and directed to execute,the Note. and cause the°Trustee to accept .de ivery of the Note; pursuant to the terrris and conditions of the Purchase Agreement.:aild the Inde]itiire. x-111 Factions heretofore_ taken 'by the officers and agents of'the Local Agency or this Legislative Body with respect.. to the sale and issuance of the Note , ' and partici"pation in the Program are hereby approved,. confirmed .and ratified -and the Authorized Representatives and agents of the. Local Agency are hereby authorized and directed;, for:and. in ;the name and on behalf of the Local Agency, to do any and'all things and take any and all action"s' :and exeet?te, any'ahd~all certificates; agreements and other dgcuments which"they, or any'ofthem, may deeiil necessary or advisable,in order to consummate;the,lawful'-i suance and:deliveryof the Note, iii accordance -with; ^and related transactions contemplated by, this Resolution. The Authoi°ized Represe~itafives of the Local Agency referred to above in Section 4 hereof are hereby designated as "Authorized Local /Agency Representatives" under'the Indenture. In the event, that the Note or a portion thereof is secured by a Credit Instrument, , aiiy one of the Authorized Representatives ofthe Local Agency is hereby authorized and directed to provide the Credit Provider and, if applicable, the Reserve. Credit Provider, with any and all information relating to the Local Agency as such Credit Provider or Reserve Credit Provider may reasonably request. -15- Reso. 99-102 NCS ~~ocs~A i :z~~zo~. ~ Pages = 18 40929b2(l~ JCG Section 18: Proceedings C_onsti`tufe Contract. The provisions of the Note and of this Resolution shall constitute a contract; between the :Local Agency and the registered owner ' of the Note„ and such provisions shall be enforceable 'by mandamus or any other . , appropriate suit, action.or .proceeding at law or;in. equity in ,any court of competent jurisdiction, and shall be irrepealable, The Credit Rrovider; if any; .arid the Reserve Credit Provider, if any, are third party beneficiaries of ahe provisions of this Resolution and the Note. Section 19. Limited Liability. Notwithstanding anything to the contrary, contained herein or in the ,Note or in any other .document mentioned herein or related to the'No'te or to any Series of"B'onds, to which. the Note may be assigned, the Local. Agency shall not have. any liability hereunder or by` reason hereof or in connection with the transactions contemplated hereby except to tlae extent payab e from moneys avai}able ,therefor as set ,forth: in Section 8 hereof. Section 20. Amend-merits. At 'any time or from time to time, the Local Agency may adopt one or more Supplemental Resolutions with the ,written consents of the Authority, the Credit Provider, 'f any, and the Reserve. Credit Provider, if any, but without the necessity for consent of the owner of the Note or of he Bonds issued in connection with the Note, for any one or more of the .following p[irposes: (A) to add to the .covenants and agreements of.the Local Agency 'in ~tliis Resolution, other covenants and agreements to be 'observed by the Local Agency which are not contrary to or inconsistent with'ths Resolution as theretofore in effect.; (B) to add to the Fimitations and :restrictions in this Resolution, -other e observed- by the .Local Agency which. are .not contrary to or limitations and restncnons to b inconsistent with this Resolution as theretofore in effect; (C) to confirm, as further assurance, any pledge under; aril the subjection to .any lien or~}~ledge created or to be .created by; this Resolution, of any monies, securi't'ies or funds,. or to establish any additiona} hinds or accounts to be held under this Resolution; (D) to .cure any ambiguity; supply any omission, or~ cure or correct any defect or inconsistent provision in this Resolution; or (E) to amend or supplement this Resolution in any other respect; provided, however.; ahatany such.Supplemental Resolution;does.not adversely affect the interests of the'owners of the Note or of'the Bonds issued in connection with the 'Notes. Any nrodif~ations or amendment o;f thin. Resolution and of the rights and obligations of the' Local Agency and of the owner of the Note or of the Bonds 'issued in connection with the Note may be made by a Supplemental Resolution, with the written consents of the Authority; the Credit, Provider, if any, and the Reserve Credit Provider, if any,. and with the written consent,of`the .owners of at least a majority in principal amount of the Note and of the Bonds issued°in ,connection with the Note outstanding at the', time such consent is given; provided, however., that if such, modification or,amendment will, by its terms, not take effect so long as the Note or any Bonds issued in connection with the Note remain outstanding, the consent of the owners of such Note or of such Bonds- shall not be required. No such -16- Reso. 99.-10'2 NCS ~ocsi_n ~ z99?o~. i Pages = 18 40929-205 JC6 modif cation or amendment shall perniit a change in the maturity of the Note or a reduct'ion' of tlie; principal amount thereof or an extension of they time ofany payment thereon or a reduction of the rate of interest flier""eon, or a change in the ,date; or amounts of the. pledge., set forth in this Resolution, without the consent of the owners of'such Note;or'the owners of all~the Bonds issued in conieetion with the .Note, or shall ,reduce the, percentage ofahe Note or Bonds the: consent,. of the owners of which is required to effect any such modification or amendment, or, shal _ change or modify any ofthe-rights or obligations ofahe Trustee without its written assent thereto. Section 2`l, Severability. In the event any prov-sion of this Resolution. shall. be held invalid or unenforceable by any court of competent jurisdicton,,such holding shal not invalidate or•render unenforceable,any:.other provision hereof. Section:22. Appointment of Bond .Counsel. The law firm of Orrick, Herrington & Sutcliffe LLP, Los Angeles, California is~ hereby appointed as Bond Counsel' for the Program. The :Local Agency acknowledges that Bond Counsel regularly performs 1'egal ser<~ices for many private and public entities in connection.-with a wide variety of matters; arid: that Bond Counsel. has represented, is representing or may in the future represent: other public entities,, underwriters, trustees, rating agencies; insurers, credit enhancement providers,; lenders, financial and other consultants wlo niay have a role or i`nt`erest in the proposed financing or that- may be involved. with. or adverse to Local Agency in this or' some. other natter. Given the special, 1in~ited role of Bond Counsel described above the Local Agency acknowledges that no conflict of interest exists or would exist,. waives any conflict. of interest. that. might appear. to exist; and .consents to any arrd all such relationships. Section 23. Appointment of. Financial Advisor and 'Underwriter. Sirtro Co. Incorporated, L`os Angeles;, California is hereby appointed as f nancial advisor for the Program, Morgan Stanley & Co.:Ir1c.,, together with. such co=underwriters, :if any, identified 'in the Purchase. Contract, i hereby appointed as underwriter for- the 'Program. Section'24: :Effective Date. This Resolution shall take effect from and after its date of.adopton. Section 25. :Resolution Parameters.. (A) Name of Local Agency: CITY OF PETALUMA (B) IVlaximum Amount of Borrowing: THREE 1VILLLION DOLLARS (C) Authorized Representatives: TITLE 1. City Manager Fred'er'ick C: Stouder 2. F~ihanee Director Dav'id' W: 'S'pilman 3: .Controller Paula T.4.. C~ornyn Reso. 99-T02 NCS ' Pages = 18 -17- DOCSLA;J,;29920G.1 40929-20~ JCG- -Bond counsel has left an entire page blank for the City Clerk and City Council information. - Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Approved as to Council of the City of Petaluma at a (Regular) (1~$oYisFX~) meeting form on the ..-....3rd........... day of ..-----.May i~.9..-., by the . following vote: C ty Attorney AYES: Healy, Torliatt, Cader-Thompson, Hamilton, Maguire, Vice Mayor Keller NOES: None ABSENT: May r E. C. Thompson ~,F-=, ATTEST: ..-----...-...........-:.-.-.....-..-----•---....-...._..~..`.-'--~~•----,---~//`--r.~ City Cler - May ''~EPIJ`T'Y CB?~ ER~~~iFa~......._ cn w-rts iZ,s. N~,...99-102.......... N.cs, ~ 18 pages =exhibits . ~ ~ EXHIBIT A NAME OF LOCAL AGENCY] 1999-2000 TAX AND REVENUE ANTICIPATION NOTE, [SERIES Date of Interest Rate Maturity Date Original Issue REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS FOR VALUE RECEIVED, the Local .Agency designated above (the "Local Agency"); acknowledges `itself iiideb`ted to and promises to pay to the registered owner identified above, or registered assigns, on the maturity date set forth above; the principal sum specified above in lawful money of Elie United 'States of America, and to pay interest thereon [on 1999 and] at maturity at the rate of interest specified above (the "Note Rate"). Principal of and interest ,on this Note. are. payable in such coin or currency of the United: States :as at the time of payment is legal 'tender for payment of private and public debts.. Principal .and interest at nlatui-ity shall be paid upon surrender hereof at the principal corporate trust. office of U.S_ Trust. Company,. N.A. in Los Angeles, California, or its successor in trust (the. "Trustee"). .Interest shall be calculated on the,'vass of a 360-day year; consisting of twelve 30-day months. Both the, principal of and interest on this Note shall.. be payable only to the registered owner hereof as the same shall fall due;; provided, however, no interest shall be payable for any period after maturity during which the holder hereof fails to properly present this Note for payment. Tf the Local. Agency fails to .}day this Note when due or the Credit Provider (as defined in the Resolution hereinafter described and in that certain Irdenture of Trust, dated' as of 1, 1999 (the "Indenture"), by and between the California Statewide Comn>unities Developnieiit A'utliority and U.S. Trust Company, N.A., as trustee), if any, is not reimbursed in full for the ~llllOlllll drawn on or paid pursuant to the Credit Instrument (as defined` in the Resolution and the Indenture) to pay all or a portion ,(including the interest .component;. if apll`i'cable) of tfiis Note on the date of such .payment;. this Note shall become a Defaulted.. Note (as def ned in the Resolution and the Indenture and. with. the consequences set forth iri the ~Resolu~~tion and thee. Indenture, including, without l~i~initation, that. this Note as~ a Defaulted Note (and any related: reimbursement obligation with ,respect to a credit insfrurnenf) shall bear interest at the Default Rate, ;as; defined inn the Indenture). . It is hereby eertifi'ed, recited and declared that this- Note represents the- authorized issue o,f'the Note in the aggregate principal amount authorized, executed and delivered pursuant to and, by autl~orify of certain resolutions of the Local Agency duly passed and adopted heretofore, tinder and. by authority of Article 7.6 (commencing; with Section 53850) of Chapter 4, Part 1, Divisioii'2, Ti le'S of the Califon~ia Government Code (collectively; the "Resolution"), to • Reso. 99-10'2 NCS If more than,one Series of Bonds is issued. under the Program. in,Fiscal Year 19.99-2000 and if the Note ' is ,pooled with' notes issued by gther:Issuers (as defined;in the.Res.olutigri). Exhibit 1 Page. 1 of 3 DOCSCA 1;299206x1 40929-205 JCG A-1 all of the provisions and limitations of which. the owner of-this Note, by acceptance hereof, assents. and agrees. - ~ The principal of the Note,. together wit_hthe- interest: thereon, shall be payable from taxes, income, revenue, .cash receipts and other moneys which are received by the Local Agency for the general fiend of the Local Agency and are attributable o Fiscal Year. 1999-2000 and which are available for payment thereof." As security for .the payment of the principal of and interest on the Note; the. Local Agency has; pledged the f rst amounts of unrestricted revenues of the Local Agency .received. one the ast day of and (and any amounts received thereafter attributable to Fiscal Year 1999-2000) until the amount. on deposit in the Payment Account (as def ned in the Resolution), together with available amounts,. if any, on de os~t rn the: P.ayin,ent Subaccount (as defined in the: Resolution) in each such month, is equal to p the- correspondia~g percentages of principal of 'and interest due on the Note as set forth in 'the Pricing. Conf rmaton (as defined in the Resolution) (such pledged amounts being hereinafter called the "Pledged Revenues");, and the principal. of the Note. and the interest thereon shall constitute a .first lien and charge thereon. and shall. be payable from the Pledged. Revenues, and to the extent a~ot so paid shall be paid from. any other moneys of the Local Agency lawfully available therefor as set forth in the Resolution. The full faith and credit of the Local Agency ins not pledged to the' payment of the principal :of or interest on this Note. Tlie Local A- gency and the Trustee may deem and. treat the registered owner hereof as the absolute owner Hereof for the purpose of receiving payment of or on account of principal hereof and interest due_hereon and .for all other purposes, and'the Local Agency and the Trustee shall not be affected. by any notice to t}re contrary. Reso. 99-102 NCS Exhibit 1 Page. ~ of 3 i~ocsi_~ i :z~~~zo~. i :~o~~z~~-z~> ~c~ A-2 It is hereby certified that. all of the •conditions; things and acts required, to exist, to have .happened and to have beenperformed precedent to and. in the issuance of this: Note do exist, have happened and ;have been perfornied in due• time, form and .manner as required by the Constitution. and statutes of'the S ate of California, and that the amount of this Note, together with all other indebtedness of the Local Agency, does not exceed any Timit prescribed. by the Canstitution or~statu#es of the State of California. IN WITNESS WHEREOF, the Legislative Body of the Local Agency .has caused this- Note to be executed by the• manual or `facsimile signature of a duly Authorized Representati e `of the Local Agency and countersigned. by the manual or facsimile, signature of the Secretary or Clerk of the Legislative Body as of the date of authentication set forth below. [NAME OF LOCAL AGENCY] • By: Title: Countersigned By: Title Reso. 99-1.02 NCS • Exhibit 1 Page 3 of 3 DOCSLA 1:299206.1 40929-205 JCG ~ A'3 PURCHASE AGREEMENT THIS. PURCHASE AGREEMENT (the '"Purchase Agreement"), dated as. of'the purchase date (the "Purchase Date")~ specified in :Exhibit A attached hereto and made•a part hereof; enter"ed -into by and. between the signatory .local agency designated in Exhibit A (the '"Local Agency"} and the California <Statewide Communities Development. Authority (the "Authority"), fore the sale and delivery of`the ,principal .amount specified in Exhibit A of the Local. Agency's 1999- 2000 Tax and Reuenue Anticipation.Note (thee "Note") to be :issued in conjunction with the notes of other Issuers (as hereinafter defined) participating in the Program '(as hereinafter defined); as " determined in, the Pncing Confirinati'on (as hereinafter defined), pooled with. notes of other Issuers and assigned to'seetare a series (thee"S'eries") of bonds (the ":Bonds") designated'n Exhibit A; WITNESSETH: WHEREAS,,--local agencies are authorized. by Sections 53'850 to 53858, both inclusive, of the Government Code ofthe State of California ("the "Act") (being Article 7:6, Chapter 4,. Part. l,, Division 2, Title 5 of. the Government Code). 'to borrow money by the issuance of `temporary notes; WHEREAS, the,legislative body of the Local Agency (tlie~"Legislative Body");has ' heretofore adopted. its resolution fi_ilding tlat the Local Agency needs to' borrow funds :in its fiscal year ending June 30, 2000` (``Fiscal Year 1.999-2000") in the principal amount set forth in Exhibit A 'and that it is :necessary that. said' Burn be borrowed at this time by "the issuance of'a nofe therefor in 'anticipafon of.the receipt of taxes,;'income, revenue, cash.receipts and other moneys to be received by tlae Local Agency during or`.attributable to Fiscal Year 1999-2000; WHEREAS„ on ,the resolution date set forth iir Exhibit A, the: Local Agency adopted. (as specif ed in. Exhibit A) a resolution or resolutions (collectively, or singularly; as applicahle, the "Resolution''). authorizing the .:issuance. and -sale of the Note in the .name :arid on belialf o'f the Local Agency; ,WHEREAS, the Local. Agency has determined that. it is: in ,tle best interests of the Local A.geney o .participate in the; California Communities "Cash Flow FinancingProgram~ (th'e' "Program"), whereby ..participating ocal agencies (the "Issuers") will simultaneously issue tax and revenue anticipation promissory notes, for purchase by :the Authority; `WHEREAS, under 'the .Program, the Authority will form one or .more pools of notes (tlie "Pooled Notes")`and assign each note to a p~articul'ar pool '(the "Poop') and sell a Series of Bolds secured by each. Pool pursuant to an indenture, dated' as of Ji;ily 1, :1999 (the "Indenture"), by `and between the, Authority and_ U:S. Trust Company, N.A. (the "Trustee");, and sell each such Series to Morgan.?Stanley. Co: Incorporated, as representative of the underwriters of the Program (collectively, the ``-Underwriter"); ©1999, Orrick, Herrington & Sutcliffe LLP. All rights reserved. Reso. 99 10::2 NCS uocs~~~~;-,~~~nos.l Exhibit 2 9 pages ac~~~~~-2cs .ic~~ Page I WHEREAS, if so: indicated in -Exhibit A, the payment by the ;Local Agency of its Note will be sec>rred in whole or in part (jointly; but not severally, with. notes- 'of the other participating .Issuers assigned to the same Series of Bonds) by a letter of credif, policy of,insurance, proceeds received from a separate bond issue issued by the Authority for such. purpose (the "Reserve Fund") or other credit instrument (collectively, the "Credit Instrument") to be issued by the entity or entities designated in Exhibit' A as the credit provider (the "Credit Provider"); WHEREAS, uch~ Credit. Instrument may be issued pursuant to a reimbursement agreement, corimmitrnent letter, .indenture or other- agreement (the "Credit Agreement"), as identified ' in Exhibit A;: . WHEREAS, in order to `participate in he; Program, the Local Agencyhas agreed to be responsible for its share of the fees and expenses of the Tnisfee; and, if applicable; the. Credit Provider and the costs of 'issuing. they Bonds, and, the costs; if applicable, of issuing the Credit. Instrun~eiit, which anticipated fees,, expenses and costs of issuance will be deducted from the purchase price set forth in Exhibit A acid -which unanticipated fees, expenses and costs of .issuance will be bulled to the:- Local -Agency as the same may arise; WHERE`AS', the costs of issuance which. will be 'deducted from the purchase price set. foi-tla in Exhibit A: for the Local Agency- shall not exceed one. percent (1%) of the principal ~ai~iount of each .Note; and ' V5'HEREAS; ,pursuant- ao the Program, the .Authority is submitting this offer to urchase the Note ursuant to this Purchase A reement, p P g NOW, THEREFORE, for good and valuable consideration ,the receipt and sufficiency of which. is hereby acknowledged, the parties hereto agree as follows: .Section 1.. Obligation o Purchase: Upon the terms .and conditions .and. in reliance upon the. representations, warranties and agreements set forth herein,. the Authority' shall purchase from `the Local Agency, and the Local Agency shall .sell to the Authority; the Note; as described herein and in the Resolution. ,Section 2. Purchase Price. The purchase price of the Note ;shall be th`e purchase: price set forth in the pricing conf rrnation attached hereto as Exhibit A (the "Pricing Confirmation"), The Note shall bear interest at an interest. rate per annum set forth in'the Pricing Cbrifirniation, which'is hereby agreed fo by and' between the Authority and t_he Local Agency by its duly authorized representative executing this Purchase Agreement on behalf of the Local ,Agency. Section 3:, Adjustments to Principa'I Amount of Note and Purchase Price. The Authority and. the Local Agency hereby agree that the pririci,pal amount of the Note purchased by the Authority and sold to the Authority by the Local Agency pursuant to this Purchase Agreement may be reduced, as determined by the Authority and. each Local Agency, based Lipon the advice of .Orrick, Herrington & Sutcliffe. LLP ("Bond Counsel"); in order that the [XJC:SLA1:229203.1 ao~~?~~-?~s.ic~ 2 Reso. 99=102 'NCS Exhibit 2 = 9 pages proceed's produced .from, such. sale of such Note will`be an amount which will not be subject to either (.i) yield restriction (in order for inter"est. to be :excluded from gross income under Section 103 of the, Internal Revenue Gode of 1;986; as .amended (the "Code")) or (ii) a rebate requirement (under Section T48 of'the Code.). The tAuthority and' the Local Agency hereby further agree that the purchase price of the Note shall be reduced as a result of any reduction of the principal amount of'the Note. required by` this ~secti~on. Section 4. .Delivery of and Payment for the Note. The delivery of the~Note (the "Cl'osing") shall take,~place-at 8:00 am., California time, on the clgsing date set forth in the: Priedng Confirmation or at .such other time or date as may be mutually agreeable to the Local Agency, the Authority and the Underwriter, at the Los Angeles office of Orrick; Herrington.;& Sutcliffe LLP or such other. place as the. Local .Agency, the Authority .and the Underwriter shall mutually agree. At the Closing, the Local Agency shall cause the Note to be delivered to 'thee - Authority; duly executed ~ and awthenticated, together with the other documents .hereinafter mentioned,, and the proceeds. of the. purchase price of the: Note set forth in the Pricing Conf nnation shall be deposited in an amount .indicated in the: Pricing Confirmation as the Deposit to Proceeds Fond.. which shall be held by the Trustee for the Local Agency and the remainder in the Costs of Issuance Fund held thereunder. - If at any time prior to 90 days af}er the Closing Date, any event occurs as a result of which information. relating'to the'Local. Agency included in the offcal statement of"the Authority relating. fo the Series of Bonds to which he Note is assigned '(the. "Official Statement") contains an untnie statement of a material facf or omits to state any `material fact necessary 'to make the sfatenaents therein in .bight of the circeimstances under which they were made, not misleading, the Local Age»cy shall promptly notify the Authority and the Underwriter thereof, and `if, in the opinion of the Authority or the Underwriter, such event requires the'`preparation and publication of a s~ipplement or amendment to th'e Official Statement, .the Local.Agency shall cooperate with the Authority and the Underwriter in the preparation of an amendment or supplement to the O'ffieial Statement. in a :form and in a manner approved by the Authority and the Underwriter, and :all reasonable expenses incurred thereby shall be paid by the Local Agency. Section 5. The Note. Tlie Note shall be 'issued in - ubstantially the form set. forth, in the Resolution, without coupons in the full principal amount set forth in Exhibit A. Seeti'on 6'. 12e,_-presentations and Warran ies of the Local Agency. The Local Agency represents aild warrants to the Authority and. the Underwriter that: , (a) AI'I representations' sand warranties. set forth in the Resolution. are true and .correct on the-date. hereof and are •made for the benefit of-the Authority and the Underwriter as if set forth herein. (b) The information relating to the. Local .Agency included in the Official Statement does not contain any untrue statement of a material fact. or omit to state any material fact necessary to make the statements therein. in light: of the, circumstance. under which they were made iaot misleading. rxxai_:~i.:?~~~zos.~ Reso. 99-102 NCS ao~~?~~-~os~c.~ 3 Exhibit 2 = 9 pages (c) A copy of the Resolution has been delivered to the Author-ity and the Underwriter;, and. the Resolution will not be amended or repealed without the consent of the .Authority and the Urider-writer, which consent wi'11.not`be~unreasonablywithheld. (d) `The Local Agency acknowledges° that the Authority 'is authorized to execute -the Indenture; to assign the Note to the. Trustee under the Indenture and to issue: the Series of`Bonds: pursuant to the Indenture. (,e) The Local Agenc"y shall provide the required Payment. Account Deposit Certification-(upon a request therefor) in accordance with S'ec,ti'on:5.06 of the Indenture. The Local Agency has not issued acid will not issue, any obligation or obligations; other than the Note, to finance the working capital def cit for which the Note is being issued. ,Section 7. Condifions Precedent to the "Close . Conditions precedent to the Closing are as follows: (a) The execution and delivery of the.. Note: consistent with the Resolution. (b) Delivery. of a legal .opinion addressed'. to the: Local Agency (with. a reTianee letter addiessed to the Authority aid the Underwriter), dated the date of closing of Bond Counsel . witli..respect to the validity of the; Note in form .and substance acceptable to .the Authority and`~the Underwriter. ' (c) Delivery of a legal :opinion, dated ahe date. of Closing, of cqunsel to the Local Agency, with respect to tfie due authorization, execution 'and.. delivery of the Note, in form and substance acceptable to B:oiid Counsel'. (d) Approval by the .Credit Provider of the ,credit of the Local Agency and inclusion o'f the Local Agency's Note in the assignment; togetherwith notes of other Issuers,: to a Series of Bonds, to ecure the. Series: of Bonds;'which approval in the event the Credit Instrument is the Reserve F. and shall be evidenced by the `issuance of an "SP=1+" rating with respect to the: applicable Series of Bonds by Standard 8e Poor's Ratings Services. ,Delive of each certificate document instrument and opinio ,(e) ~ - > ~ ~ n required by the agreement ;between the Authority and the. Underwriter for the sale by the Authority and purchase by the Underwriter ofthe Series~of Bonds to which the Pooled Note is assigned. (f) Delivery of such other certificates, instruments or opinions as Bond Counsel nay deem, necessary or' desirable to evidence, the due authorization, execution and delivery of documents pertaining to this transaction and the egal, vatid and binding nature thereof or as may be required by the Credit. Agreement, as well as compliance of all parties with fhe teens and conditions thereof. Reso. 99-102 NCS Exhibit 2 = 9 pages. uocsi.n r:z~~~~zc~s. i ao9z~~-zo_~aC~~ 4 Secfion 8., Events Permitting the Authority to Terminate. The Authority may terninate_ts obligation to purchase the Note at any tirne before the Closing. if any of the following occurs: (a) Any legislative, executive or regulatory action (including the introduction of legislation) or any court decision which, in the judgment of the Authority, casts sufficient doubt on the legality of obligations, such. as the Note, and the tax-exempt .status of interest `on obligations such as the Bonds, so as to impair materially the marketability or to reduce materially the market price of such obligations; (b) Any action by the Securities and Exchange Commission or a court which would. require registration of the Note, the Bonds or any `instrument securing the Note or Bonds under the .Securities Act. of 1933, as amended, in connection with the public offering thereof,.. or qualification of the Resolution or the Indenture under the Trust Indenture Act of 1939, as amended; Vic) Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of any war or n-?ajor military hostilities which, in the judgment of the' Authority; sul~~antially impairs the ability of the Underwriter to market the Bonds; or ~d~) The Underwriter: terminates its obligation to purchase the Series of Bonds to which .the 1~iate is assigned pursuant to its agreement with the Authority for the purchase.,of such Series of~onds. Neither the. Underwriter nor the Authority shall be responsible .for the; payment. of any fees,. costs nor expenses of the issuance., offering and sale of the Local Agency's Note except the. Underwriter l~l be responsible for California Debt and. Investment .Advisory Commission fees and for- its o~u internal costs. The fees, 'costs acid expenses that are. categorized in the "Costs of Issuance" delFirr~i~on in the ,Indenture shall be paid from tlae Costs of Issuance Fund.. The Local . .Agency shalfl;;pxa~y any additional costs attributable to it as set forth in the Resolution other than the fees, costs a~~;~penses so payable from the applicable Costs of Issuance Fund. `fiction 9. Indemnification. To the extent permitted by law; the Local Agency agn~ze~ to .indernni'fy and' hold harmless the Authority and the Underwriter :and each .person,. if am~y;~w=ho controls (,=within the meaning of'Secton 15 of'the Securities. Act of'1933";.;as amended, .a~' Section 20 of the Securities Act of 1934;. as amended) the Authority or the Underwrite,, jai the officers, directors,. agents and employees of the Authority and the Underwriter ~ag~nst any and all .losses, claims, damages, liabilities and expenses arising out of any staten>erit cap information in the Preliminary Official Statement or in the Official Statement (other than.~tatrments or information regarding an Issuer other than the Local Agency) that is untrue or in~orr~ct in any material respect or the omission or alleged omission therefrom of .any statement ariirt3~rmaton (.other than statements or information- regarding an Issuer other than the Local Agerray~j that should` be stated therein or that is necessary 'to make the statements and informationlit~~in not misleading in any material respect.. DOGSLA 1:299219'~il l ~0`)")``0''~~~~ 5 Reso. 99-102 NC8 Exhibit 2 = 9 pages Section '10. Credit Agreement. The Local. Agency shall comply with all lawful and proper requests of the Authori y in order to enable the Authority to comply with ,all of the terms, conditions.and covenants binding upon it under the Credit Agreement. Section 11. Notices.. Any notices to be given to the Underwriter under the Purchase Agreement shall be given'in writing to Morgan Stanley 8i Co., Incorporated; Attention: 555 California Street, Suite 2200, Saii Francisco; CA 94:104_ Any notices to be given to the Authority under the Purchase Agreement shall be given in writing to the Authority, 1 100 "K" Street, Suite 10.1,. Sacramento; .CA 95814, Attention: Secretary. Any notices to be given to the Loca'1 Agency shall be given in writing to the~address specified in Exhibit A. Section 12. No Assignment. The 'Purchase Agreement has been made by the Local Agency .and the Authority; and' no person .other than 'th'e Local Agency and the Authority or their successors or assigns .and the Underwriter shall :acquire or have any right under or by virtue of the Purchase Agreement. All of the representations,. warranties and agreements contained in the Purchase Agreement shall survive the delivery of and payment b.y the Autlority for the Note and any termination of the Purchase Agreement. Section l3. A~lieable Law. The Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 1.4. Effectiveness.. The Purchase Agreement shall become. effective upon the execution hereof by the Authority and execution of-the' Pricing Confirmation by the Local Agency;. and the Purchase Agreement, including. the Pricing Confirtnation~ shall be valid, binding wild enforceable from and after the time of such effectiveness. Section l5. Severability. In the event: any provision of the Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction,. such holding shall .not invalidate or render unenforceable any other provision hereof. Section 16. Headings. Any headings preceding the text of several sections hereof s11a11 be solely for .convenience of reference and shall not constitute: a part of this Agreement, alor shall they affect its meaning, construction, or effect. tx~esi_,~;izy~~io5. i a~yz~~-z~s~c~ - ~ Reso. 99-102 NCS Exhibit 2 = 9 pages Seefion 17. Execution in Counterparts. This Purchase Agreement .may be executed and entered°into in several counterparts, each of which shall be deemed an original, and all of'which shall constitute but one and the same instrument. IN WITNESS VIWHEREOF., the parties hereto have caused this Purchase Agreement to be executed by their duly authorized representatives as of the Purchase Date set forth in Exhibit A attached. hereto and incorporated herein., CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY By: Member of.the Commission of the .Authority Reso. 9.9-102 NCS ixx'st:.;~ i ~a~~~~zos.a '7 Exhibit 2 = 9 pages EXHIBIT A Pricing Conf rmation Supplement Loea! Age~~cyr CITY OF PETAL UMA P~'[ciita Lrfornration Principal Amount of Note: $ Interest Rate on Note: Re-Offering Yield: Purchase Price Default Rate: Purchase Price: $ Less: Cost of Issuance: % { ) Credit Enhancement: ~ Deposit to Note Proceeds Account: In~portnnt Dates Resolution Date of Local Agency: Purchase 'Date: Closing Date: Nlatiu-ity Date: Interest Payment Da~fe(s): Note Payment Deposit Date: First Pledge Month Ending: $ Pledge Amount: Pledge Percentage: Second Pledge Month `E'nding: Pledge: Amount: Pledge' Percentage: L{veshnenl Ablreenienl Ii~forn~ation GIC Provid"er Long Term Ratings {S&P/Moody') Short Tern~.Credit Ratings~(S&P/Moody's) Interest Rate on. GTC nacsi_;>>:~~~~?os.~ t Reso. 99=102 N~CS ao~'~-'-0s~r'~ ~'-Yage 8 Exhibit 2 = 9 pages ' B intialin the box- at the end of this paragraph, the undersigned Local. Agency Y g certifies that,. in conneetign with the issuance of~the Note under the`Resolution_and after reasonable inquiry;, it is the reasonable expectation of the Local Agency that the. aggregate amount of all tax-exempt obligations (excluding private activity bonds) issued or to be issued, by the Loca!1. Agency during the 1999 calendar year, including the Note, all other .notes `and lionds, and' all tax-exempt leases, executed or delivered during: the .1.999 calendar year will not exceed $5,000;000 (See Section 3.8 of°tfie Certificate of the Local Agency if the Local Agency >s unable to make this certification). Investment Alternative -Initial "the appropriate box relating to the investment of proceeds received. from the issuance.and delivery of the'Local Agency's Note: Initial .One. Box Yes, the undersigned directs the. Trustee to .invest. the proceeds received from fhe issuance and delivery of the Local Agency's Note in the Guaranteed Investment Yes Contract described on page. A-1. (Do not wire the. proceeds as previously directed in Section 4.7 of the Certif Cate of the Local Agency.) No, do not invest the proceeds received from the issuance and delivery of the Local Agency's. Note in the Guaranteed Investment contract, wire the proceeds as directed in Section 4.7 of the Certificate of the Local No Agency. IN WITNESS WHEREOF, the Purchase, Agreement, including this Pricing Confirmation, is agreed and accepted to on the Purchase Date. set forth above. CITY OF PETALUMA By: Authorized Representative " Please initial the box.onl if applicable to the Local Agency. Page 9 Reso. 99-102 NCS _ Exhibit 2 = 9 pages