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Resolution 98-070 05/04/1998
' CITY OF'PETAliUMA LOCAL AGENCY RESOLUTION NUMBER s8-7o NCS RESOLUTION AUTHORIZING AND APPROVING THE BORROWING OF FUNDS FOR FISCAL YEAR 1998-1999; THE ISSUANCE AND SALE OF A 1998=1999 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 53858, both inclusive, of the Government 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 Agency") has determined that a sum (the "Principal Amount"), not to exceed the Maximum Amount of Borrowing specified in Section 25 hereof, which Principal Amount is to be confirmed and set in the Pricing Confirmation (as defined in Section 4 hereof), is needed for the requirements 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; income, revenue, cash receipts and other moneys to be received. by the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30; 1999 ("Fiscal Year 1998-1999"); WHEREAS, the LocaF Agency hereby determines to borrow, for the purposes set forth above, the Principal Amount by the issuance of the Note (as hereinafter defined); WHEREAS, it appears, and this Legislative Body hereby finds and determines, that the Principal Amount, when added to ,the interest. payable thereon, does not exceed eighty- five percent (85%) of the estimated amount of the uncollected taxes, income, revenue (including, but not limited to, revenue from the state and federal. governments), cash receipts and other moneys of the Local Agency attributable to Fiscal Year 1998-1999 and available for the payment of the principal of the Note and the interest thereon; WHEREAS, no money has heretofore been borrowed by or on behalf of the Local Agency through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or payable from or secured by, taxes, income, revenue, cash receipts or other moneys for Fiscal Year 1998-1999; WHEREAS,.pursuant to Section 53856 of the Act, certain moneys which will be received by the Local Agency during and attributable to Fiscal Year 1998-1999 can be pledged for the payment of the principal of the Note and the interest thereon (as hereinafter provided); Cop~~ril;ht, 1/1/l9')S, Orrick, HCrrlnlion & Sutcliffe. All ri};hts resccvcd. PESO. s S- "7 0 N C S DOCSL:\I:?4G72~.1 I WHEREAS; the Local Agency has determined that it is in the best- interests of _ the Local Agency to participate in the 6alifornia .Communities Cash Flow Financing Program (the "Program"), whereby- participating local agencies (collectively, the "Issuers") will simultaneously issue tax,andrevenue anticipation notes; WHEREAS, the Program requires :the participating Issuers to sell their tax and revenue anticipation notesto the California Statewide Communities Development Authority'(the "Authority") pursuant'to note purchase agreements (collectively, "Purchase Agreements"); each between such individual Issuer and the Authority; and dated as of the date of the Pricing Confirmation; a form of which has beensubmitted to the Legislative Body; WHEREAS, the Authority, in consultation' with Sutro & Co. Incorporated, as financial,advisorfnr 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 selLa series (the "Series") of bonds (the' "Bonds")secured by each Pool pursuant to an;indenture (the "Indenture") between the Authority and U.S. Trust Company of California; N: A., as ttusfee (the "Trustee"), each Series distinguished by whether or what type(s) of Credit Instrument(s) (as hereinafter defined) secure(s) such Series, by the principal amounts 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 Nofe to such Pool and such Indenture; asfhe 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 the .Issuers of the notes assigned to such Series. may or may not be secured (by virtue or inform of.the,Bonds, as indicated in,the Pricing Confirmation; being. secured in whole;or in part)"by an irrevocable letter (or letters) of credit or policy {or policies} of insurance or proceeds ofa separate.bond issue issued .for such purpose (the "Reserve;Fund") or other credit instrument (or instruments} (collectively,.,fhe "Credit 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, in 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 the Reserve Eund, the Authority and U.S. Trust Company of California, N.A., as trustee of the Reserve Indenture (the "Reserve Trustee"); WHEREAS, if, 'as .designated in the Pricing Confirmation, .the Credit Instrument. is the;Reserve Fund, bonds issued pursuant to the Reserve -Indenture (the "Reserve. B"onds") may, as indicated in the Pricing Confirmation, 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 the Reserve Indenture as finally executed (the "Reserve Credit Provider"), pursuant to a credit agreement or commitment letter (tfie "Reserve Credit Agreement") identified in the Reserve Indentureas 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 Permitted Investments (as defined in the Indenture) or in any other investment permitted by the laws of the State of California, as now in effect and as hereafter amended, modified or supplerrtented from time to time; utxtii.:uzarin.i -2- WHEREAS, as part of the Program 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, and approved by delivery of the Pricing Confirmation; WHEREAS, pursuant to the Program each participating Issuer will be responsible for its share of (a) the fees of the Trustee and the costs of issuing the :applicable Series of Bonds; and (b), if applicable; the fees of the Credit Provider, the fees of the Reserve Credit Provider (which shall be payalile•from, among other'sotarces, investment earnings on the Reserve Fund and moneys in the• Costs of Issuance Fund :established and held under the Indenture), the Issuer's allocable. share of all Predefault Obligations and the Issuer's Reimbursement Obligations~'if any (each as defined in the Indenture); WHEREAS, pursuant. to the Program 'leach participating.. Issuer will be responsible for its share of the_:fees!of the Reserve Trustee and tfie costs of issuing the: applicable Series of Reserve .Bonds,. all such costs ,and fees being payable from the proceeds of the applicable Series of Bonds (br, with, respect to costs and fees ofthe Reserve Credit Provider-, as may otherwise be provided in the%Reserve Indenture); WHEREAS; pursuant io the Program, the underwriterwill submit an offer to the Authority to purchase, in the 'case of each. Pool of.'Notes, 'the Series of Bonds which will be secured.by thedndenture to which,such Pool will be assigned; WHEREAS; .it is necessary to engage the services of certain: professionals: to assistthe Local Agency in ifs 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 and determines that all the above recitals are true:-and:=correct: Section 2.. Authorization of Issuance. This. Legislative .,Body hereby determines to borrow solely for the purpose of anticipating taxes, income, revenue,, cash receipts and' other moneys to be received by%the Local Agency forthe :general fund of the Local Agency attributable. to Fiscal Year 1998-.1999; .by the issuance of a note in the Principal Amount under Sections 53850 et seq. of the,Act; designated the Local Agency's "1998-1999 Tax and Revenue Anticipation Note" (the "Note"), to be==issued in the form of one fully registered note at the Principal Amount thereof, to be dated the date-of it"s delivery fo the initial purchaser thereof to mature (without option of prior redemption) not more than fifteen months .thereafter on a date indicated on the face thereof and determined in the Pricing Confirmation (the "Maturity Date"), and to.bear interest, payable at maturity (and ifxhe maturity`is more than'twelve months from the date of issuance, payable on the interim payment date set-forth in the Pricing Confirmation) and computed upon the basis of a 360-day year consisting;of welve.30-day months, at a rate not to exceed ten percent (10%) perannum as'determined in tfie~Pricing Confirmation and indicated on the'face of the Note'(ihe "Note. Rate"). If the Series~;of Bonds issued in connection with the Note is secured'in whole. or impart by a Credit,Instrument.or such•Credif Instrument (other than the Reserve;Fund) secures,the,Note in.whole or in~part'and all`prncipal of and interest on~lthe Note is i>rx~sf.;ci:Yariz~.i -3- ~~~J®. 9$~ o N C S not paid in full at.maturity or if payment of principal of "and/or interest on the Note is paid (in whole or `in par[) by a draw under, payment by or claim upon a Credit Instrument which,draw, payment.or claim.,isanot fully reimbursed on such date; such Note shall become a Defaulted Note (as def ned 'in the Indenture), and the: unpaid portion (including the interest component, if applicable) thereof'(or the portion (including the interest component, if applicable) thereof with. respect; to which a Credit Instrument applies for which :reimbursement on a draw;: payment or claim has not been fully made) shall be deemed outstanding and shall continue to:bear'interest thereafter until paid at the.DefaulYRate (as defined in the Indenture). If the Creditlnstrument 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 become, a: Defaulted Reserve Note (as defined in the Indenture), and the unpaid portion. (including The, interest.;component, if applicable) thereof (or portion (including the interest component, if applicable) with respect to which:. the ..Reserve Fund applies for which reimbursementon a Drawing',has.noYbeen fully made) shall be deemed outstanding and shall continue to bear interest thereafter until paid at the Default Rate. If the Note or the Series of Bonds issued in connectiorrwith.the Note i unsecured in whole or in part and the Note is not fully paid at maturity, the unpaid portion Thereof (or he portion thereof to which no Credit: Instrument applies which is rinpaid), ahall be deemed outstanding and shall continue to bear interest the_ reafter until paid, at,the Default Rate. In each case set forth in the preceding three sentences, the obligation of the Local :Agency with respect to such Defaulted Note or unpaid Note shall not be a debt or liability of the;Local Agency prohibited by Article XVI, Section 18 of the California Constitution:and fhe~Local Agencyshall riot be liable thereon except to the extent of any available revenues attributable to Fiscal Year 1998-1999, as provided in Section:8,hereo€ The percentage of 4he Note to .which a Credit Iiisfrument, if any, applies (the "Secured. Percentage") shall be equal fo the amount of the Credit Insttment divided by the aggregate. amount of unpaid principal of andinterest on the unpaid notes (or portions tfiereof) of all"Issuers; expressed as a percentage ,(but not greater than 100%) as of.the maturity date. The 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 Credit Instrument divided by the aggregate amount,of.unpaid principal of and interest on, such unpaid notes (or portions thereof, including the interest component, if applicable), expressed as a percentage (but not greater than 100%) as of the Reserve Principal Payment Date. Both the 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 tke Note at maturity shall be paid upon surrender of the Noteat the corporate trust office of U.S, Trust' Company of California, 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 the 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 inaaid,forms to be filled in-with appropriate words and figures. Section 4. Sale of Note; Delegation. The'Note shall be sold to the Authority pursuant to the Purchase Agreement. The form of the Purchase Aogreement, in*cTlu~rdiCn~g the form nocsr.:~i:aaa~i~.i -4-.l~~rJ~• 9 g'~ o N C B of the pricing confirmation supplement (the "Pricing Confirmation") set forth as Exhibit A thereto, presented'to;this:meeting are hereby approved. The authorized representatives set forth i in Section 25 hereof{the "Authorized.Representatives") are each hereby authorized and directed to execute, and deliver the Purchase Agreement.. in substantially said forth, with such changes thereto as such Authorized Representative shall 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`by his or her execution and delivery thereof; provided, however, thatthe interest rate on theNofe shall not. exceed ten .percent (1.0%) per annum, the discount on the Note, when added to the'Local_:Agency's share of the costs of issuance of the Bonds, shall not exceed one percent (1,.0%);-and the,Principal Atnount shall?not exceed the Maximum Amount of Borrowing. Delivery of am executed copy of the PricingjConfirmation by fax or telecopy shall be deemed effective execution and delivery for alf purposes. Section 5. Program Approval. The Pricing Confirmatiotr shall. `'indicate whether and; what type of Credit Instrument and; if applicable, Reserve Credit Instrument will aPP1Y The forms of Indenture; alternative, general aypes and forms of Credit Agreements,. if any, and ,alternative; general types and forms of Reserve- Credit Agreements, if any, presented to this meeting are hereby acknowledged, and` it; is acknowledged that .tfie Authority will execute' and deliver the Indenture, one, or snore Credit Agreements, if applicable, ~ and one or `more Reserve Credit Agreements;. if applicable; which shall, be. identified in the Pricing Confirmation, in.subsfantiall'y one or more of said. formswith such changes therein as the Authorized Representative who, executes =the ;Pricing Confirmation shall require or approve (substantiall'y finaf forms of the Indenture, the CreditAgreement-and, if applicable the Reserve Credit Agreement are to be +deliyered!,to the Authorized Representative concurrent with the Pricing Confirmation), sucti,_approval of_ the Authorized Representative and.this Legislative Body, to be conclusively evidenced by the execution of the Pricing Confirmation. If the: Credit Agreement identified in the Pricing Confirmation is the Reserve Indenture; it is acknowledged that the Authority will ;issue the Reserve Bonds pursuant to and as provided in the Reserve Indenture as' finally executed. -Any one of the Authorized Representatives of the focal. Agency is .hereby. authorized and directed 'fo ,provide the Eiiiancial .Advisor 'or the underwriter with such information relating 'to the Local Agency as, the Financial Advisor or the. underwriter shall seasonably request for inclusion in the Preliminary QfficiaL Statement and.Qfficial Statement of the Authority, ,Upon ,i'nclusion of the information, relating to fie Local Agency therein, 'the Preliminary Official Statement and Official Sfaternent or',such;other'offering document is, except for certain omissions permitted 6y Rule' 15c2-12 of the Securities. Exchange Act of 1934; as amended (the'"Rule"),`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 io such effect. If,;:af any time prior to;the end of the underwriting period,:as defined in the Rule, any event occurs as a result of which the information contained in the, Preliminary Official Statement or other offering document relating to'4he Local Agency might include an untrue statement of a material, fact :or omit to state: any material fact necessary to make the ,.f DOCti L:A1:24b327.1 -5- statements therein, in light of the circumstances under which they were made, not, misleading, the Local Agency shall promptly notify the Financial Advisor and the underwriter. ` Subject°to Section 8 hereof, the Local: Agency hereby agrees thaYif the Note shall become a Defaulted Note, the unpaid portion (includingthe interest component;, if applicable) thereof or the; portion (including. the interest. component,. if applicable) to which a Credit Instrumentapplesfnr which full reimbursement°on a draw;,payment or claim has not been made by the Maturity Date shall be deemed outstanding and shall not be deemed to be paid until (i) any Credit Provider providing a Credit Instrumenf'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 under or from the Credit Instrument with respect to the Note, including ..interest accrued thereon, as provided therein and in the;applica6le Credit Agreement, and, (ii) the holders of the Note, or Series of the 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 deposit of such aggregate required amount with the Trustee: For 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. Subject to Secton.8"hereof, the Local Agency hereby agrees that if the Note shall become a .Defaulted` Reserve Note, the unpaid portion (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 bythe Reserve Principal Payment Date shall be deemed outstanding and shall notbe deemed paid until (i) any Reserve Credit Provider providing a;Reserve Credit Instrument with respect to~the Reserve Bonds (against the Reserve Fund ofl-which such Drawing was made) has been reimbursed. for any Drawing or payment made under the: Reserve Credit Instiument 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, arepaid the full principal amountrepresented by the unsecured portion of the'Noteplus interest accrued thereon (calculated atthe Defauit.Rate) to the date of deposit of such aggregate required. amount with the Trustee.. 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 Local Agency agrees to pay orcause to 6e'paid, in addition to'the amounts payable under the Note, any fees or expenses ofthe Trustee and, to 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 Reserve Credit Instrument (by virtue of the fact that he 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 anyother eventr(other than an event .arising solely as a result of orotfierwise attributable to a defaultby any other;Issuer). In the case described,.in (ii) above with respect to Predefault Obligations, the Local Agency shall:owe only the percentage of such fees, expenses and. Predefault Obligations :equal to the-ratio of the principal amount of its Note over the:aggregafe principa4 amounts of all notes, including the Note, of the Series of which the Note is a part, at~tfie time of original issuance of such Series. Such additional amounts will 9- 7 0 N C ~ be paid 6y the Local Agency within twenty-five (25) days of receipt by the Local Agency of a bill thereforfrom the Trustee. Section 6. No:Joint Obligation. 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 this Resolution and the Note. Section 9. Disposition of Proceeds of .Note. A portion of the moneys received from the sale of.the Note in an amount equal to the Local Agency's share of the 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 oflBonds and the corresponding Reserve Bonds, if any) shall be deposited in the Costs of Issuance Fund held and invested by the Trustee under the Indenture and expended as directed by the Authority on costs of issuance as provided in the Indenture. The balance of the moneys received from the sale of the Note to the Authority shall be deposited in the Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held and invested by the Trustee under, the Ihdenture 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 Subaccount as specified in the Indenture. Amounts in the Proceeds Subaccount .are hereby pledged to the payment of the Note. The Trustee will_not create subaccounts within the Proceeds Fund, 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 shall constitute the Local Agency's Proceeds Subaccount. Section 8. Source of Payment. (A) The principal amount of the Note, together with the interest thereon, shall 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 for the general fund of the Local Agency and are. attributable to Fiscal Year 1998-1999 and which are available for payment thereof. As security for the payment of the principal of and interest on the Note, the Local Agency hereby pledges certain unrestricted revenues (as hereinafter provided, the "Pledged Revenues") which are received by the Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1998-1999, and the principal of the Note and the'intetest thereon shall constitute a first lien and charge thereon and shall be payable from. the first moneys received by the Local Agency from such Pledged Revenues, and, to the extent not so paid, shall be paid from any other taxes, income, revenue, cash receipts and other moneys of the Local Agency lawfully available therefor (all as provided for in Sections 53856 and 53857 of the Act). The term "unrestricted revenues" shall mean all taxes, income, revenue (including, but ,not limited. to, revenue from the state and federal governments), cash receipts, .and other moneys; intended as receipts for the general fund of the Local Agency attributable to Fiscal Year 1998-_1999 and which are generally available for the payment of current expenses and, other obligations of the Local Agency. The Noteholders, Bondholders, Credit Provider and, if applicable, the Reserve Credit Provider shall have a first lien and charge on such certain unrestricted revenues as hereinafter provided which are received by the Local Agency and are attributable to Fiscal Year 1998-1999. ~~~~~s~.:<~:~~~~~~.~ -7- >ttESO.9 8- 7 0 N C S In order to effect the pledgee-referenced in the preceding paragraph, the Local Agency hereby agrees and covenants to establish and•:maintain a special account within the Local ~ Agency's general fund to be designated the "T998=1999 Tax and Revenue Anticipation Note Payment Account" (the "'Payment Account") and further agrees and covenants to maintain the Payment Account until the payment of the principal of the Note and the interest thereon. Notwithstanding the foregoing; if the Local Agency -elects ao Have Note proceeds invested in Permitted Investments to be -held by the Trustee pursuant to the Pricing. Confirmation, a subaccount 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 subaccount, but may keep a record to account. separately for proceeds of the Note so held and invested by the Trustee which record shall constitute the Local Agency's 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:PaymenYAccountthe first amounts received.in the months specified in-the Pricing Confirmation'as~RepaymentMonths (each`indididuai,month a "Repayment Month" and collectively "Repayment Months") (and any amounts received thereafter attributable to Fiscal Year 1998-1999) until the amount on,deposit in the Payment Account; togetherwiih the amount, if any, on deposit in the Payment Subaccount, is equal in the respective Repayment Months identified in the Pricing Confrmation to the percentage of the principal and interest due on the Note specified in the Pricing Confirmation. In making ,such transfer and deposit, the Local Agency shall not be ,required tgphysically segregateahe amounts to be transferred to and deposited in the Payment Account from the Local Agency's other general Rind moneys, but, notwithstanding any commingling• of funds for investment or other purposes, the. amounts required to be transferred to and deposited,in the Payment.Account shall nevertheless,be subject to the lien and charge created herein. Any one of tfie Authorzed Representatives of the Local Agency is hereby authoriied to approve the determination .of the Repayment Months and percentages of ttie principal, land interest. due on the Note required to be on deposit in the Payment Account:and/orthe Payment Subaccount in each Repayment Month, all as specified in the Pricing Confirmation, by executing and delivering the Pricing Confirmation, such execution and delivery tobe conclusive'eGidence of approval by this,Legislative Body and such Authorized Representative; provided, however, that.themaximum number of Repayment Monthsshall be six and the maximum amount of Pledged Revenues ,required to be deposited in each Repayment Month shall not exceed fifty 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 Account 'is required to be made, the Local Agency has not received. sufficient unrestricted revenues to permit.the deposit into the'Payment Account of the full amount of Pledged Revenues. to be deposited in the Payment Account from said unrestricted. revenues in said month, then.the amount of any deficiency shall be satisfied .and made up. from any other moneys of the Local Agency lawfully available forthe payment of the principal of the Note and the interest thereon, as.and when sucfi othermoneys-are received or are otherwise legally available. (B). Any moneys placed in the' Payment Account or the Payment Subaccount shall be for the 6enefif ~of (i) 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) (to the extent provided in the'Indenture and, if applicable; the Credit Agreement) the Reserve Credit Provider, if any. The moneystiif the Payment Account and the Payment Subaccount shall be applied only`for the.puiposes for which such Accounts are created until the principal of the Note and all;interest.thereon,are paid or until provision. has. been -made for the payment of the principal of the Note at'maturity with interest to maturity (in accordance with the requirements 1 ~ nocs~,~isa°az~a -8- ~z~so. g~- 7 0 N C S for defeasance of the Bonds as set forth in the Indenture). and, if applicable, (to the extent provided in the Indenture and„iPapplicable, the Credit Agreement) the payment of all Predefault Obligations and Reimbursement Obligations owing to the Credit Provider and, if applicable, the Reserve Credit Provider. (C) The Local.. 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 Fund (as~defined in the Indenture). In addition, on the Note Bayment Deposit Date, the moneys in the Paymenf:Accounf shall be' transferred by the Local ..Agency to: fhe Trustee, to the extent necessary-(after crediting 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 the Credit Instrument: In the event that moneys in the Payment Account and/or the Payment ,Subaccount are insufficient to pay the principal of and interest on the Note in full when due, such moneys shall, be :applied in the following priority: first to pay interest on the Note;-second to pay principal of the Note; third to reimburse the Credit Provider for payment, if any; of interest with respect fo the Note;-fourth to reimburse the Credit Provider for payment, if any; efprincipal-with respect lathe Note; fi$h to reimburse he Reserve Credit Provider, if any, for ;payment, if-any, of interest with respect to the Note; sixth to reimburse the Reserve Credit Provider, if any, for payment; if'any, of principal with respect to the Note; and seventh to pay any Reimbursement Obligations of the Local Agency and .any of the Local Agency's pro rata share of Predefault Obligations owing to the Credit Provider and Reserve Credit Provider (if any) as; applicable. Any rnoneys remaining in or accruing to the Payment Account and/or the Payment Subaccount afterthe principal of theNote and the interest. thereon and anyPredefault Obligations and Reimbursement Obligations, if applicable, have been. paid, or provisiori.for such payment fias been made, shall be'tratisferred 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 to ,relieve the Local Agency from its obligation to pay its Note in full onthe Maturity Date. (D) Moneys inrthe Proceeds Subaccount and in the Payment Subaccount shall be invested. by the Trustee pursuant to the Indenture as directed by the Local Agency in Permitted Investments as described in and under ;the terms of the Indenture. Any such investment by the Trustee shall be for the account and risk of the,Local Agency, and the Local Agency shall not be deemed to berelieved of anyofits obligations with respect to the Note, the Predefault•Obligations or Reimbursement Obligations, if,any, by reason of such investment _of the moneys in its Proceeds Subaccount orthe Payment,Subaccount. (E) At the written request of the Credit Provider, if any, or the,Reserve Credit Provider, ifany, the Local Agency shah,, within. ten (10) Business Days following the receipt of such written.. request, file such report or reports to evidence the transfer to and deposit in the Payment Account required by'this Section 8 and provide such additional financial information as may be required by't}ie C~edit'Provider, if any, or the'Reserve Credit Provider, if any. Section 9. Execution of'Note, Any one ofthe Authorized Representatives of the Local Agency or any other officer designated by the Legislative Body shall be authorized to execute the Note by manual or facsimile.9ignature.and' ttieSecretary or Clerk of the Legislative Body of the 'Local Agency, or any duly appointed assistant. thereto, shall be' authorized to countersign the Note. by manual or facsimile signature: Said Authorized Representative of the Local Agency, is hereby authorized to cause the blank„spaces of the Note to be filled in as-may r ~~~~s~~:~~~ z~~,z~:~ ~ -9- RE5®. 7 0 N C S be appropriate ,pursuant to the Pricing Confirmation. The Authorized Representative is hereby authorized and directed fo cau"se the Authority to assign the Note to the Tiustee; pursuant to the terms and conditio"ns of the:Purchase Agreement;, this Resolutionand the Indenture'. In case any Authorized Representative whose signature shall appear on. any Note shall cease to be an Authorized Representative before`the delivery of such,Note, such signature shall nevertheless be valid and sufficient. for all purposes, the same las if such (officer had remained in office until 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 nunibersforcross=referencing purposes: .Section 11. Representations and Covenants of the Local Agency. The Local .Agency makes the following representations for .the benefit of the holder 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 andby virtue>of the laws of the State of'Californa and has all necessary powenand authority to (i) adopt this Resolution "and perform its obligations thereunder, (ii) enter into and perform its obligations under-the Purchase Agreement; and.;(iii) issue the Note and perform its obligations thereunder. (B) (i) Upon 'the issuance,of the Note, the.Local Agency hall, have taken all action required to 6e 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 deliyer'theNote. (C) The issuance~of the Note; the adoption of the Resolution and"the execution. and delivery'of he Purchase Agreement, andreompliance with the' provisions hereof and thereof do not conflict with, breach or `violate -any law„ administrative regulation, court decree; resolution, charter, by-laws or other agreementxo which the Local Agency is subject or by which.. it is bound. (D) Except as 'may be required. under blue sky or other securities laws of any state or Sectiorr 3(a)(2)~of the Securities Actiof 1933, thereris no consent; approval, authorization or. other order of,' or filing with, or certification by, any .regulatory authority having jurisdiction.. over the L'ocal.Agency required for the;issuance and sale':ofthe Note or the consummation by the Local Agency"bf the othertransactons contemplated.by this Resolution, except those the Local Agency shall obtain orperform prior to or upon the-issuance ofthe 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 1998-1999 setting forth. expected revenues and expenditures and has complied with, all statutory and regulatory requirements'with respect°fo the adoption of such budget: Tte;Local Agency hereby covenants that it shall (i) duly, :_regularly .and:.. properly prepare ;and adopt 'its final budget for Fiscal Year 1998-1999;. (ii) provide; to the;Trustee, the Credit Provider, if~any, 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, modifications or amendments thereto and (iii) comply with all. applicable laws pertaining to its'budget. ,~~:,~5~.:,~ z~~~szi -lo- ~t~~0.9 g -'7 0 N C S' (F) The. sum of the principal amount of. the Local Agency's Note ,plus the 'interest, payable thereon, on the date ofts issuance; shall not exceed fifty percent'(50%) o£the estimated amounts. of the-Local Agencya uncollected taxes, income,: revenue•(including, but not limited to;,;revenue from the state and federal governments), cash receipts, and other moneys to be received by the Local Agency for the generaC"fund o€tfie Local Agehcy attributable to Fiscal Year -1998-1999, :all of whCck 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) yeazs, and is not currently in default;. on,anydebi obligation and (ii); to the bestknowledge of the Local Agency; has neverdefaulted on,any°debt obligation. (FI) 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 operation.for the period covered thereby. Except as has been disclosed to the Financial Advisor and the underwriter, the Credit Provider, if any, and the Reserve Credit Provider, if any, there has been no change in the financial condition of the Local Agency since-the date of such audited financial statements that will in the reasonafile opinion of the Local,Agency materially impair its ability to perform its~obligafions under this Resolution and the-Note:. The:L`ocal Agency agrees to furnish to the.Authority, the EinanciaLAdvisor; the underwriter, the Tivstee, the Credit Provider, if any, and the Reserve Credit Provider, if any, promptly; from time to time, such information regarding the operations, financial condition and property of the .Local Agency as such party may reasonably request. (I) There is no, action; suit, proceeding; ;inquiry or investigation, at law'orin equity, before orby any court; arbitrator; governmental.oryother board, body or official, pending or, to•the best knowledge of the Local' Agency, threatened against oraffecting the Local Agency questioning the validity of any proceeding taken or to be taken by the Local Agency in connection. with the Note; the'Purchase Agreement, fhe Indenture, the Credit Agreement; if any, the Reserve Credit Agreement, if any, or this Resolution, or seeking to prohibit, restrain,orenjoin the execution; delivery or perforniance~6y the Local Agency of any'ofthe foregoing, or wherein an unfavorable decision, ruling or finding would have a materially adverse effect on the Local Agency's financial condition or results bf operations' or on thee. ability of the Local Agency to conduct its':activities as presently conducted or as proposed. or contemplated to be conducted, or would .materially .adversely affect thewalidity or enforceability°of; or the authority or ability of -the Local ..Agency to perform' its obligations under, the Note; the Purchase Agreement, the Indenture, the Credit Agreement, if any; the Reserve Credit Agreement, if any, or this Resolution. (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 equiiable:remedies are sought, the exercise of judicial discretion in appropriate. cases and 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 wi1J fake, all proceedings:'necessary to be faken by them, if any,,,{{fppornnthe levy, receiApTt,(cYO[lYlection and DOCSLA1:24(327:1 -I I-ISp~~~IY.`7 ~ ~ 6 O L\ l/A7 enforcement ofthe Pledged Revenues. in accordance with law for carrying out the provisions of this Resolution and the Note. 1 (L) The Local Agency shall not incur any ndebtedness'secured:.by apledge of its Pledged Revenues unless such pledge 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 underthe Credit Instmment or the Reserve Credit Provider; ifi any, is not in default under the corresponding Reserve Credit Agreement, the Local Agency hereby agrees to pay its pro rata share of all Predefault Obligations and. all Reimbursement•.'Oblgatons attributable ,to the Local .Agency in accordance with provisions of the Credit'. Agreement, if any, the Reserve Credit Agreement; if any, and/or the Indenture, as applicable. Prior to the Maturity Date, moneys in the Local .Agency's Payment Account. and/or Payment Subaccount• shall not be used to make such .payments. The Local Agency shall -pay such amounts promptly upon receipt o€ notice. from the Credit Provider or from the Reserve Credit Provider, if applicable; that such amounts are due to it. (N) So long as any Bonds issued in connection with the Notes are Outstanding,. or. any Predefault Obligation or Reimbursement Obligation is outstanding; the Local Agency will not create. or,suffer to be created any pledge of or lien on the Note other than the pledge and lien of the Indenture: Section l2. Tax Covenants. (A) TfieLocal. Agency shall not take any action or fail to take any action,if such action or failure to takeauch action would adversely affect the exclusion from gross income'of he interest payable on'the Note or Bonds under Section 903 of the Internal Revenue Code of 1986. (the "Code"). Without limiting the generality of the foregoing, the Local Agency,sfiall not makeanyuse.of theproceeds of the Note or Bonds or any other fundsof the Local Agency which would causeahe Note.or. Bonds to be an "arbitrage bopd" within the meaning of Section. -148 of the Code, a "private activity bond" witfiin the meaning of Section 141(a) of'the Code, or an obligation the interest on which is subject to federal income taxation because it is "federally ;guaranteed" as'prodided 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 thereund_ er to the extent that such requirements are, at the time, applicable and in effecT., (B) The Local Agency hereby (ij 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 1998, .including the Note, is not reasonably expected to exceed $5,000,000, or (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(fJ(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 ona other than the holders or former holders of the Note, the owners of the h Bond, the Credit Provider, ifany; the Reserve Credit Provider, if any, or the Trus[ee on their ~ DOCSL,\12463?ZI -IZ- ~p ~+O~. g g - 0 1~ 17 behalf shall. be entitled to exercise-any right orremedy under this Resolution on the basis of the Local Agency's failure to observe; or refusal to comply with, such covenants. (D) The covenants contained- in"this Section 12 shall survive the payment of the Note. Section 13. Events;of Default and Remedies. If any of the following events occurs; if is hereby defined as and declared o be and to constitute an "Event of.Defatrlt'-': (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 interest on •the Note, on or before the date on-which such transfer, deposit or.otherpayment-is due and payable; (B) Failure by the Local Agency to observe and perform any covenant, condition or agreement oq its part to 'be observed or performed under this Resolution; for a period of fifteen. (15) .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 Credit Provider or the Reserve Credit Provider, if applicable; sfiall all: agree in writing fo' an extension of such time prior to its expiration; (C) Any warranty;. representation. or other statement by or on: behalf o£ the Local Agency contained in this Resolution or the Purchase .Agreement (including the Pricing Confirmation) or in any requisition or any financial repoit "delivered by the Local Agency or in any instrument furnished in compliance with or in reference to this Resolution or'the Purchase. Agreement or in connection withahe:Note, is false ormisleading in any material respect; (D) A petition is filed against the. Local :Agency under any bankruptcy, reorganization; arrangement„insolvency, readjustment-of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect and is not dismissed within 30 days after such filing; but the Trustee shall `.have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect its and the Bond Owners' {or Noteholders') interests; (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 consentsao the filing of any petition against itunder 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 (imitation a receiver, liquidator or tnastee) 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 continues for more than,30 days;. but'the.Trusfee shall have the right-to intervene in the proceedings prior to the expiration of'sucfi;thirty (30) days to protect its and the Bond Owners' or Noteholders' interests. Wheneverany Event of-Default refereed to in;thisSection 13 shall have happened ' and be-continuing, .the Trustee, a"s holder of tttie,Note, ;shall;. in addition to any other remedies provided. herein or by law or under the ,Indenture, ,if applicable;., have the: right, at its option without any further demand or notice,ao takeeene or any comlinatiori of the following remedial steps: (1) Without-declaringthe Nete to be immediitely duecand payable, require the Local Agency fo pay to the Trustee,•,as bolder ofthe-Note,: an amotant equal to the principal of the Note and jnterest thereon to maturity;:plus:all e4her amounts due hereunder; and .upon notice to the Local ,Agency the same §hall become immediately due and payable by the Local Agency without further notice or demand;-and (2) -Take whatever other action at law br^in equity (except for acceleration of payment orcthe Note) which may appear necessary or desirable to collect.the amounts then due and thereafter to b_ ecome due hereunder and under'the Note or to enforce any other of its rights hereunder. Notwithstanding,the;foregoing, ifthe;Local Agency's Note is: secured in whole or in part by a Credit Instrument (otfie{.than the Reserve 'Fund) or if the Credit .Provider' is subrogated to:rights under the Local Agency's Note, as long;as the Credit.Piovider has not failed to comply -with -its payment obligations under the Credit Instrument,. the Credit Provider hall have the right to:,direct the-remedies upon any Event.of Default hereunder, and, notwithstanding the foregoing; if a Reserve Credit Instrument is applicable;. as, .long as the Reserve Credit• Provider has not failed to comply with its payment obligations under the Reserve Credit Agreement; the.Reserve: Credit Provider ;shall have the; right (prior to the, Credit Provider) to direct the:rerriedies:upon any`EventofDefault hereunder,iin each case so long as suchaction will. .not materially adversely affect the. rights ,of any Bond Owner, and the. Credit Proviiier's and Reserve Credit Proi%ider's(ifiany) prior consent;shall.be required to any remedial action proposed to be taken by therTrustee~hereunder: If the Credit Provider .is ,not reimbursed for any drawing, payment'or claim, as applicable,. used to pay principal ofiand 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) thereo£or`the'portion (includng'the interest component; if applicable) 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 Agency's obligation on; the Defaulted Note is paid in:full•or payment is duly provided for, all subjecito Section~8 hereof. If the Credit `Instrument is the Reserve Fund and the Reserve Bonds are secured by the Reserve Credit Instrument anil all principal of and iriferest 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 (including the interest component, if applicable) thereof (or .the portion thereof with respect to which the Reserve'Fund 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 otrthe Defaulted Reserve Note is paid in full or payment is duly provided feq all subject to Section 8 hereof. >~s®.9g-7O NCS '1 oocs~:~i:za~~n.~ -14- Section 14. Trustee. The Local Agency hereby directs and authorizes the payment by the Trustee of the interest 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 do deposit funds' in such account or fund, as applicable, at the time and in the amountspecified.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 in accordance with the terms of the,Note and this Resolution. Section 15. Sale of Note. The Note shall be sold to the Authority, in accordance with the terms of the. Purchase Agreement; hereinbefore approved, and issued payable t6the Trustee, as assignee`of the Authority. Section 16. Intentionally Left Blank. This section has been included to preserve the sequence of sectiomnumbers for cross-referencing,purposes. Section 17. Approval of Actions; The aforementioned Authorized Representatives of the Local Agency. are hereby authorizedrand directed to execute=the Note:and cause the Trustee to accept delivery of-the Note, pursuant to the terms and conditions of the Purchase Agreement and the .Indenture. All actions heretofore takenby the officers and agents of the Local Agency or this Legislative Body with respect to=the sale and issuance of the Note and participation'in4he 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.onbehalfbf the Local' Agency, to do any and all things and take any and all actions ` and execute any and all certificates, agreements and,other documents`which they;'or any of them, may deem necessary or advisable..in orderto consummate the lawful issuance and delivery>of the. Note in accordance with; and related transactions contemplated by, this Resolution. The, Authorized Representatives;ofthe Local Agency referred to above in Section 4 hereoPare 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, any one of.the:Authorized'.Representativesofthe,.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. Section 18. Proceedings Constitute Contract. The provisions of the Note, and of this Resolution shall constitutes contract between the Loca] Agency andthe registered owner of the Note, and such provisions shall 6e 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 irrepealabl'e. The Credit Provider, if any, and the Reserve Credit Provider, if any, are third party beneficiaries of the 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 Note or to any Series of Bonds~fo .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 the extent payable from moneys available therefor as set forth in Section 8 hereof. >f;ESO.9 8- 7 0 N C S ' ix~csi_:~i~~ciz~.i -'1~5- 8ection.20. Amendments. 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, if any; and the. Reserve Credit Provider, if any; but without,the necessity £or consentof the owned of theNote orof the Bondsissued in connection with the+Note for any one or more of the following purposes: (A) to add to the covenants and. agreements of the Local Agency in this Resolution, other covenants and agreements to be observed`by he Local Agency which are not. contrary to or inconsistent with ,this'Resolution as theretofore in:effect; (B) to add to °the limitations and t@strictions in this Resolution;. other limitations and restrictions to be observed by tfie Local Agency which are not contrary to or inconsistent with this Resolution as theretofore in effect; (C) to confirm, as further assurance; any.pledge under, and the subjection to any lien or pledge created or to be created by, this Resolution;.ofany monies, securities or funds, or to establish any additional funds 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 inYhis Resolution; or (E) to amend or supplement this Resolution in any other respect; provided, however; that any such~SupplementaLResolution does not adversely affectthe interests of the owners of the Note orof the Bonds'issued in connection with the Notes. Any modifications or amendment of this .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. bemade 6y a Supplemental.;Resolution, with the written consents of the Authority, the Credit Provider, ifany, 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 ttie time such consent is given; provided, however, that if such modification oramendmentwill, 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 modification or amendment shall permit a changein the: maturity of the Note or a reduction of the principal amount.thereof or an extension of the time.of any payment thereon or a reductionof ttie rate. of interest thereon, 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 connection with the Note, or shall reduce the percentage of the Note or Bonds the consent of the owners of which"is required.to "effect any such modification or amendment, or shall change or modify any of the: rights or obligations of the Trustee without its written assent thereto. Section 21'. Severability. In the event,any provision of this Resolution shall be held invalid or unenforceable 'by..any court of competent jurisdiction, such holding shall not invalidate or renderunenforceable 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 legal services for many private and public entities. in.connectionrwith awide variety of matters, and that Bond Counsel ,has .represented, is representing or may in the future represent otherpublic entities, underwriters, trustees;, rating agencies, insurers, credit,enhancetnent provi8ers, _l_enders, financial and other-consultants who may' have a role or interest in the proposed financing,or that may be, involved with or adverse to. Local Agency in this or some other. matter. Given the special, limited role bf 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 and all such relationships. Section 23. Appointment of Financial :Advisor and. Underwriter: .Sutro & Co. Incorporated, Los Angeles, California is hereby appointed as financial advisor for the Program. Morgan Stanley & Co. Inc:, together with such co-underwriters, if any, identified in the Purchase Contract, is hereby appointed as.underwriter'for fhe'Program. Section 24. Effective-.Date. This Resohition shall take effect from and after its date of adoption. Section 25. Resolution Parameters. (A) Name of Local Agency: CITY OF PETALUMA (B) Maximum Amount of Borrowings FOUR MII.LION DOLLARS (C) Authorized,Representatives: TITLE 1. City Manager Frederick C. Stouder 2. Controller Paula M. Gornyn 3. Finance Director David w. Spilman [Attach form of Certification of the Secretary or Clerk, as appropriate, with respect to the Resolufion.~ Unde~~tlie(power and authority rnn[erred uponahis,Councit.by theCharter of saidi City: REFERENCE: I hereby certify the foregoing Resolution was -introduced and adopted ~.by the' Approved as to Council of theC~ty of Petnlumn at a (Regular) (Ald~j ~Ytvs7~lt~l~i~-meeting form. on the 4th daY of ....._NI~Y- 19 '.bY the _ following vote. City Attorney AYES: Keller, TorlPatt, Hamilton, Read, Vice Mayor Maguire, Mayor Hilligoss NOES: None ABSENT: Stompe / ~~`7~~~A ~ ~ .fin )p ATTEST. ~~/iil lii_G.~./.....~~._.. '~1~~.~~.. O Y.... Cdy Clerk Mayor - ~Cbwcil Filpe.........._......_ EXEIIBIT A CITY OF PETALUMA 1998-1999 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 indebted to and promises to pay'to the registered;owneridentified above, or registered assigns, on the maturity date set forth above, the principal sum specified above in lawful money of the United States of America, and` to pay interest thereon [on 1998 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 maturity shall be paid upon surrender hereof at°the principal corporate trust office of U.S. Trust Company ofCaliforriia, N. A. in Los Angeles; California, or its successor in trust (the "Trustee"). Interest s}iall.be calculated on thebasis 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 anyperiod-after maturity, during which the holder hereof fails to properly present this Note forpayment. If the Local Agency fails to pay this NotevJhen due or the Credit Provider (as defined in the Resolution hereinafter described and in that certain Indenture of Trust, dated as of 1, 1998=(fhe "Indenture"), by and betweenahe California Statewide Communities Development Authority and. U.S'. Trust,Company of California, N.A., as trustee), if any, is not reimbursed in. full for the amount drawn on•or paid pursuant to the Credit Instrument (as defined • the interest component; if m the Resolution and the Indenture). to pay all or a portion (including applicable). of this Note.on the date-of such payment, this:Note shall. become a Defaulted Note (as defined in the Resolution and the Indenture and..with.the consequences set forth in the Resolution and fhe Indenture; including, without limitation; that this Note as a Defaulted Note (and any related. reimbursement obligation with respect fo a.credit instrument) shall bear interest at the Default Rate, as defined in,the Indenture). It is hereby certified; :recited and declared that this Note represents the authorized issue of the Note in the aggregate principal amountiauthorized, executed and delivered pursuant to and by authority ,of certain resolutiohs bf `the Local Agency duly passed and adopted heretofore, under and by authority of;Article Z'6-(commencmg.witli Section 53850) of Chapter 4, Part I, Division 2, Title 5 of the.Califotnia Governrrtent.Code (collectively, the "Resolution"), to if more [hart one Scrics of Bonds;:is issued undcrthe~aProgram in Fiscal Year 1998-{999 and if the Notc is pooled with notes issucd.by otlterl`ssucts (as defined in,thcrResolution). oinsi:auea~~iz^.i A-I all of the provisions and limitations of which the owner of this Note, by acceptance hereof, assents and agrees. The principaLrof the Note, togethefwith the interest.thereon, shall be payable from taxes; .income, revenue, cash receipts and other moneys-which are received by the Local Agency for the general fund of the Local Agericy and are attributable to Fiscal Year 1998-1999 and which are available for payment .thereof. As security foi the payment of the principal of and interest on the Note, the Local .Agency has pledged the`firstatnounts of unrestricted revenues of the Local. Agency received on the last, day of and. (and any amounts received thereafter attributable to Fiscal.. Year 1998-1999) until the amount on deposit in the Payment. Account (as defined. in fhe:.Resolution), together with available amounts, if any, on deposit in the Payment Subaccoun4 (as defined: in the Resolution) in each such month, is equal to the corresponding percentages~of principal of and interest due on the Note as set forth in the Pricing Confirmation (as defined in °the `Resolution) (such pledged amounts being hereinafter called the "Pledged Revenues"), and ,the principal of the Note and the interest (hereon shall constitute a first lien and charge thereon:and shall be payable f;omthe.Pledged Revenues, andao the extent not so paid shall be paid from any other moneys of the Local Agency lawfully available therefor as set forth in tfie Resolution. The full faith•and credit ofxhe Local Agency is not pledged to the payment. of the principal of or interest on this Note. The Local .Agency ,and the Trustee may dgem 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 sfiall not.be'affected by anynotice to the contrary. It is hereby certified that,ali ofthe•conditiohs;,things and acts required to exist, to have happened arid`fo have been performed precedentto and,in.the issuance of this Note do exist;. have happened and have been performed in due. time; form and manner as required by the Constitution and' statutes of'the State of California, and that;ihe amount of this Note; together with all other indebtedness of the Local Agency, does not exceed any limit prescribed by the. Constitution or statutes of the State:of California: iN WITNESS WE->ERBQE, the`LegislativerBody;of the Local Agency has caused' this Note to be executed by the .manual or facsimile, signature. of a duly .Authorized Representative 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 y ~ ~ ~ocsi~:~i:za~szzi, A-2 I PURCHASE AGREEMENT ' THIS PURCHASE AGREEIVIENT (the "Purchase Agreement"), dated as of the purchase date (the "Purchase :Date") specified .in Ex}iibit A attached hereto .and .made a part hereof, entered .into by and. between: tfie 'signatory local -agency designated in Exhibit A (the "Local Agency") and the California Statewide Communities Development Authority (the "Authority"), for the-sale and delivery ofahe principal,amotintspecified in Exhibit A of the Local Agency's 1998-1999 Tax and Reventie Anticipation Note (the'. "Note") to be issued in conjunction with the notes of other Issuersl'(as hereinafter defined) participating:in the Program (as hereinafter defined), as determined in the.Pricing Confitmation.(as~hereinatter defiried),,pooled with notes of other Issuers and assigned to secure a series (the "Series") 'of bonds (the. "Bonds") designated in Exhibit A; WITNESSETHt WHEREAS, local. agencies are authorized by Sections 53850 to 33858; both inclusive, of the Government Code of ahe State of"California (the "Act") (being Article 7.6, Chapter 4, Part I, 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 (the "Legislative Body") has heretofore adopted its resolution finding that the Local Agency .needs to borrow funds in its fiscal year ending June 3Q 1949 ("Fiscal Year 1998-1999") in the principal amount set- forth in Exhibit A and'that it is necessary thataaid sum be borrowed;at this time by the issuance of amote therefor in anticipation of the receipt of taxes, income; revenue,•cash receipts and other moneys to be received byahe Local Agency during or attributable to Fiscal Year 1998-1999; WHEREAS, on the 7esolution date set forth in Exhibit A, the Local Agency adopted (as specified in Exhibit. A) a resolution or resolutions (collectively or singularly, as applicable, the "Resolution") authorizing the issuance and. sale of the Note in the name and on behalf of the Local Agency; WHEREAS, the Local Agency hasdeterrnined that it.is in.the best interests ofahe Local Agency to participate in the California Communities Cash Flow Financing Program (the "Program"), whereby participating local agencies (the "Issuers") will simultaneously issue-fax and revenue anticipation promissory:notes foi purchase by"the Authority; WHEREAS, under the Program; ahe .Authority will form one or more pools of notes (the "Pooled Notes") and assign each noteao a particular pool (the "Pool") and sell a Series of 'Bonds secured by each Pool pursuant to an indenture, dated as of July 1, 1997 (the "Indenture"), by and between-the Authority and U:S. Trust Company of California; N. A, (the "Trustee"), and sell:,each-such Series to Morgan Stariley& Go: Incorporated, as representative of the underwriters of the Program (collectively, the "Underwriter"); ©1998; Orrick, HerrinaKon & Sutcliffe LLP. All rights reserved. 7 DOC'SL:\I:?a1G350a WHEREAS; ifso.indicated in Exhibit A,,the payment by the Local Agency of its Note will be secured 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 credit; policy of insurance, proceeds received from aseparate-bond i§sue 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; such Credit Instrument may"be issued pursuant to a reimbursement agreement, commitment letter, indenture or other agreement ,(the "Credit Agreement") as identified in Exhibit A; WHEREAS, in order'4o participate in he Program, the Local Agency has agreed to be responsible for ifs "share of the fees and expenses of, the Trustee, and, if applicable, the Credit Provider and 'the costs of issuing the Bonds, and.. the :costs, if applicable, of:issuing the Credit Instrument, which anticipated fees, expenses and costs of issuance will be deducted from the purchase price set forth in Exhibit A and which unanticipated fees, expenses 'and costs of issuance will be billed to the Local Agency as the same may arise; WHEREAS;.th"e costs of issuance which will.be deducted from the purchase price set- forth in Exhibit;A for the Local Agency shall not exceed one percent (1%) of the principal .amount of each.Note; and i WHEREAS;. pursuant to the Program, the Authority is submitting this offer to purchase the Note pursuant to this Purchase Agreement; .NOW, THEREEORE,.,for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties,hereto agree as follows: .Section 1., Otiliaation to 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 the purchase price set forth in the .pricing confirmation attached hereto as Exhibit A (the "Pricing Confirmation"). The Note shall'bear interest at an interest rate per annum set forth in the Pricing Confirmation, which is hereby agreed to by and between the Atthority and the Local Agency by its duly authorized representative executing this 'Purchase .Agreement on behalf of the Local Agency. Sectiort3. Adjustments to Princaal Amount of Note and Purchase Price. The Authority and the Local .Agency .hereby agree that the principal 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 upon the, advice of Orrick, Herrington & Sutcliffe LLP (--'Bond Counsel"), in order that the proceeds produced: from such sale of such Note will be an amount which will not be subject to either (i) yield restriction (in order foninterest to be excluded from gross income under Section i oocsi.:~i:z~c;so.i 2 103 of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) a rebate: requirement (under Section 148 of the C,ode). The Authority and 4he 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 ofthe'Note required by thistsection. Section 4. Delivenv-of and Payment for;the".Note. The delivery of the Note (the "Closing") shall take, place at 8:00 a.m;, California'time, on the closing date set forth in the Pricing 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 Omck; Herrington & Sutcliffe LLP or such other place as the LocaLAgency; `the Authority and the Underwrifer shall mutually agree. At the .Closing; the Local Agency shall cause: the Note to be delivered to the Authority, duly executed and authenticated; together-with the other documents hereinafter mentioned, and the proceeds of the purchase "price of'the Note set forth in the Pricing- , Confirmation sfiall be deposited m an amountiindicated in the'Pricing Confirmation as the Deposit to Proceeds Fund 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 after;he Closing,.Date, any event occurs as a result of which information .relating o the Local Agency :included in the official statement of the Authority relating to the:Series of B'ondsto which the Note is assigned (the "Official Statement") contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light- of the circumstances under which they were made, not misleading, the Local Agency 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 supplement or amendment to the Official Statement, .the .Local Agency shall cooperate with the :Authority and the Underwriter in the preparation of an amendment or supplement to the Official 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. The, Note:, shall be issued in substantially. the form set forth in the Resolution, without coupons in the full principal amount set forth in Exhibit A: Section 6. Rearesentations end Warranties of the Local Aaency. The Local Agency representsand warrants to the Authority and the Underwriter that: (a) All representations and 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•materiahfact or omit to state any material fact necessary to make the statements therein in light of-the. circumstance under which they were made not. misleading. (c) A copy of the Resolution .has been delivered to the Authority and the Underwriter, and the Resolution. will not be amended or repealed without the consent of the Authority and the Underwriter, which consent will not be unreasonably withheld. DOCSL.11:246350.1 3 r (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 Agency shall provide the required Payment .Account Deposit Certification (upon a requestaherefor), in~accordance with Section:5.06 of the Indenture. (f) The Local, Agency has ,not, :issued and, will. not issue any obligation or obligations, other than the Note, to finance the .working:capital deficit for which the Note is being issued. Section 7. Conditions Precedent to~the'Closine: Conditions precedent to the Closing are as follows: (a) The execution:and delivery ofthe",Note consistent with the Resolution. (b) Delivery of-a legalopinion addressed to the. Local Agency (with a reliance letter addressed'to the.Authorify and the'Underwriter),,dafed thedate of closing:ofBond Counsel with. respect to the validity ofthe-Note in form and substance acceptable to the Authority and the Underwriter. (c) Delivery of a, legal opinion, dated the date of Closing; of counsel to the Local Agency, with respect fo the due authorization, execution and delivery of the Note, in form and substance'acceptable to Bond Counsel. (d) Approval. by the Credit Provider of the credit of the Local Agency and inclusion ofthe Local Agency's-Note in the assignment, together with notes of other Issuers, to a Series of Bonds, to secure the Series'of Bonds, which approval in the event the Credit Instrument is the Reserve Fundahall be evidenced by the issuance of an "SP-1+" rating with respect to the applicable Series of Bonds by-.Standard & Poor's Rafings; Services. (e) I)eiivery of-each certificate, document; instrumentand opinion required by the agreement between the Authority and the Underwriter :for the sale by the Authority and purchase bythe Underwriter of•the Series of Bonds o which the Pooled Note is assigned. (f) Delivery of such other- certificates, instruments or opinions as Bond Counsel may deem necessary or desirable to evidence,".the due authorization, .execution and delivery of documents:pertainingto this transaction and thelegal, valid and'binding nature thereof or as may be required.by'the Credit Agreement, as well as compliance of all parties with the terms and conditionsthereof. Section 8. Events PermittinE the Aufhority to Terminate. The Authority may terminate, its olligation'to purchase the Note ai any Time 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 ofRhe Authority, casts sufficient doubt on the legality of obligations such,as the Note, and the'tax-exempt status of interest on obligations nocs~nisac;so.i 4 " ~ such as the Bonds, sa as to impair materially the marketability onto reduce materially the market price of such ohligations; (b) Any action by the Securities and Exchange Commission or`a court which would require registration of the Note; the Bonds~orany instrument securing the Note or.Bonds. under the Secunties•,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; (c) Any restriction on trading ~,in securities, or any banking moratorium, or the inception or escalation of any war' or major military, hostilities which, in-the judgment of the Authority, substantially 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 Note is assigned pursuant to its agreement, with the Authority for the purchase of such Series of Bonds. •Neither the Underwriter nor the Authority shallbe responsible for the payment of any fees, costs or expenses of the issuance, offering and sale of he Local Agency's Note except the Underwriter shall be responsible'.for California' Debt and Investment Advisory Corrunission fees and for its owminternal costs. The.fees, costs and expenses that are categorized in the "Costs of Issuance" definition in the Indenture shall be paid from the Costs of Issuance Fund. The Local Agency shall pay any additional costs attributable to it as';setforth`in the Resolution other than the fees, costs and expenses so payablefrom'the applicable Costs of Issuance Fund. Section 9. Indemnification. To the extent permitted by law, the Local Agency agrees to indemnify and hold harmless -the Authority and the Underwriter and each person, if any, who controls (within the meaning of.Se_ction l5 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Act of 1934, as amended) the Authority or the Underwriter, and the officers, directors, agents and employees of the Authority and the Underwriter against any and all .fosses, claims, damages, liabilities and expenses arising out of any statement or information in the Preliminary Official' Statement on in the Official Statement (other than statements or information regarding an Issuer otherthan the Local Agency) that is untrue or incorrect in any material respect or the omission or alleged: omission therefrom of any statement or information,, (other than. statements or information regarding an Issuer other than, tfie, Local` Agency) that~should'be;statedtherein orthat is necessary to make the statements and information therein notmisleading~in+anymaterial respect. Section 10. Credit Agreement. The Local Agency shall comply with all lawful and proper requests of°tfie Authority in order to enable the Authority to comply with all of the terms, conditions and covenants binding upon it underthe'Credit Agreement. Section 1'1. Notices. Any notices to be given to the Underwriter under the Purchase Agreement shall be given in writing to Morgan Stanley & Co. Incorporated, Attention: 555 California Street, Suite .2200, San Francisco, CA 94104. Any notices to be given to the Authority under the Purchase Agreement shall be given in writing to the Authority, l 1'00 "K" Street, Suite f0l„ Sacramento, CA 95814, Attention: Secretary.. Any notices to be given to the Local,Agency shall,be given in writing to the•address specified in Exhibit A. DOCSLN:246350.1 5 Section 12. No Assienment. The Purchase Agreement has been made by the ~ Local Agency^and the Authority, and no;pePson other thanthe LocaLAgency 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 ttie' delivery of and; payment by the Authority for the Note and any termination of the Purchase Agreement. Section 13. Aaplicable Law. The Piircttase Agreement shall be interpreted, governed and enforced in accordance with the.laws of the State of California. . Section. l4. 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 Confirmation, shall be valid, binding and enforceable from and after the time of such effectiveness. Section 15. Severability. In the, event any provision of the Purchase Agreement shall lie. 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 shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or: effect. DOCSL:\ i `.246350:1 6 Section 17. Eaecution~ in Countecbarts. This Purchase Agreement may be E executed; and entered' into _in several counterparts, each of w}ucN shall be deemed an original, and all of which shall constitute but one and ahe same instrument. IN WITNESS WHEREOF; he ,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 , ' DOCSLAI246350.1 7 • Y ~3 EX)-IIBIT-A Pricing Confirmation Supplement Local Agency: CITY_'OF'PETAL[IMA Pricing Information Principal AmountofNote: $ Interest Rate on Note: Re-Offering Yield: Purchase Price Default Rate: Purchase Price: Less: Cost of Issuance: ( ) Credit Enhancement: ( ) Deposit to Note Proceeds Account: $ Important Dates Resolution Date!of Local Agency: Purchase Date: Closing Date: Maturity Date: Interest Payment Date(s): Note Payment Deposit Date: First Pledge Month Ending: Pledge Amount: Pledge Percentage: Second Pledge Montfi:Ending: Pledge Amount: Pledge Percentage: Investment Agreement Tnjormation GIC Provider Long Term Ratings (S'&P/Moody's) Short Tenn Credit`Ratings (S&P/Moody's) [ntcrest Ratc on GIC 7 DOCSL.1I246}SOip A-~I _ ' By initialing the box at the end of this paragraph, the' undersigned. Loca4 Agency certifies that, in connection with the issuance of the Note under the Resolution and after reasonable inquiry, it is the reasonableexpectation of the Local Agency that: the aggregate amount of all tax-exempt obligations (excluding private activity bonds) issued or to be issuedby the Local Agency during the 1998 calendar year, including the Note, all' other notes :and bonds, and all tax-exempt leases, executed or delivered during the 1998 calendar year will not exceed $5,000,000 (See Section-3:8 ofahe Certificate of the Local Agency if the.Local Agency is 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 the.issuance and~delivery of the Local Agency's,Note in the Guaranteed,Invesfinent Yes Contract described.on page A-1. (Do not wire the proceeds as previously directed in Section 4.7 of the Certificate of the Local Agency.) No; do not invest the:proceeds received;from the issuance and delivery of the L"ocal,Agency's Noie in the Guaranteed Investment contract, wii-e'the proceeds as directed in Section 4.7 of.the Certificate of the Locai Agency: No IN WITNESS, WHEREOF, the Purchase Agreement, including this Pricing Confirmation, isagreed and accepted to'on the Purchase-Date set-forth above. CITY OF PETALUMA By: Authorized Representative ' Please initial the box;only if applicable to the Local Agency: , n~~csi..-~i:z~irisna 4-2