HomeMy WebLinkAboutResolution 97-113 05/05/1997 CITY OF PETALUMA
LOCAL AGENCY RESOLUTION
NUMBER 97. 113 N.C.S.
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING OF
FUNDS FOR FISCAL YEAR 1997-1998; THE ISSUANCE AND SALE OF
A 1997-1998 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM AND
APPOINTING BOND COUNSEL AND FINANCIAL ADVISOR UNDERWRITER
WHEREAS, local agencies aze 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;
WIIEREAS, 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 ofthe-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 yeaz ending June 30,
1998 ('Fiscal Yeaz 1997-1998"); "
WHEREAS, the Local 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 appeazs, and .this Legislative Body hereby finds and determines, that the
Principal Amount, when added to the interescpayable [hereon, does not exceed eighty-five percent (85
of the estimated amountof 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 Yeaz 1997-]998 and available for the payment of the principal of the Note and the interest
thereon;
WIIEREAS; 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 Yeaz '
1997-1998;
WIIEREAS,,pursuant to Section 53856 of the,Act, certain moneys which will be received
by the Local Agency during and attributable to Fiscal Yeaz 1997-1998 can be pledged for the payment
of the principal of the Note and the interest thereon (as hereinafterprovided);
Copyright, 1/1/1997, Orrick, Fiemngton & Sutcliffe. All rights reserved.
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WHEREAS, the Local Agency has determined that it is' in the best interests of the Local
~ Agency to ,participate in the California Communities Cash Flow Financing Program .(the "Program"),
whereby participating local agencies (collectively, ttie "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 bevelopment 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 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 particulaz pool (the "Pool`') and sell a 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 trustee (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, ahd 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 al4 of the, 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 an irrevocable letter (or letters) of credit or policy (or policies) of insurance or
proceeds of a sepazate bond issue issued for such purpose (the:"Reserve Fund") or other crediYinstrument
(or instruments) (collectively, the "Credit Instrument") issued by the credit provider or credit providers
designated in the Indenture,;as finallyexecuted (collectively„the "Credit Provider"), pursuantto a credit
agreement or agreements orcoinmitment letter or letters or; n.the casepf the Reserve Fund, an.ihdenture
(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 Fund, 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 pursuantto the Reserve Indenture (the "Reserve Bonds") may, as indicated
in the Pricing Confirmation, be secured.by an irrevocable letterof 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 (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
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 supplemented' from time
to time;
WHEREAS, as part ofthe 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 formspresented 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
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corresponding Reserve Credit Agreement, if any, to be determined and approved by delivery of the
Pricing Confirmation;
WHEREAS, pursuant tb-the Program each participating Issuer will be responsible for
its shaze of (a) the fees of the Trustee and`the; costs of issuing~'the.,agpticable Series of Bonds, 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 eaznings on the Reserve Fund and moneys in the Costs
of Issuance Fuiidestablished and held-under°the:Indenture), the Issuer's allocable share of all Predefault
Obligations and the Issuer's Reitritiursement 061igations,'if any (each as defined in the Indenture);
WHEREAS, pursuant to the Program each participating Issuer will be responsible for
its shaze 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 Series of Bonds (or, with
respect.to costs and fees of the Reserve Credit Provider, as may otherwise be provided in the Reserve
Indenture);
WHEREAS, pursuant to the Program, the• underwriter will 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
the Indenture to which such Pool. gill be assigned;
WHEREAS, itr is necessary to engage the services of certain professionals to assist the
Loca] Agency in its participation in the Prbgram;
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 aze 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 for the. general fund of the Local Agency attributable to Fiscal Year
1997-1998, by the'issuanc@ of a note in'tfie Principal Amount under Sections 53850 et sue. of the Act,
designated the Local Agency's "1997-1998 Tax and Revenue Anticipation Note" (the "Note"), to be
issued in the form of one fuhy registered note at the Principal Amount thereof, to be dated the date of
its delivery to the initial purchaser thereof, to mature (withoutoption of•prior.redemption) not more an
fifteen months thereafter on a date indicated on the face thereof and determined in the Pricing
Confirmation: (the "Maturity Date"), and fo bear interest, payableat maturity'(atid if the maturity ismore
than twelvemonths fromae date`of issuance, payable on the interim"payment date setforth in the Pricing
Confirmation) and computed upon the basis of.a 360-day year consisting: of twelve 30-day months, at a
rate not•to exceed ten percent (10:%) per annum as determined in the Pricing Confirmation and indicated
on the face of thecNOte (the. "Note .Rate"),, If the Series of Bonds issued in connection with the Note is
secured in whole or in part by !a, Credit Instrument or such Credit Instrument (otherthan the Reserve
Fund) secures the Note in whole"or in part:and all principal of>and interest on the Note is not paid in full
at maturity or if payment, of principal of=and/or interest on lie'NOte is paid. (in whole or in part) by a
draw under-, payment,by or claim upon a CrediLInstrumedtwliich draw, payment or claim is not fully
reimbursed on such' date, stick Note shall become a.DefaWted Note (as.defined in the Ihdenture), 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
reimb_ ursement on a draw',. payment.or claim has not been fu]ly made) shall be deemed outstanding-and
shall continuerto 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
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secured by the Reserve Credit Instrument and.a Drawing (as defined in the Indenture) pertaining to the
t 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 Indenttre), 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_reimbursement'on aDrawing has
not been fullymade) shall be deemed outstanding and shall continue to'bear interestthereafter until paid
at the 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 thereof (or the portion
thereof to which no Credit Instrument applies which is unpaid) shall be deemed outstanding and shall
continue to bear interest thereafter until paid at the Default Rate. In each case set forth in the preceding
three sentences; the obligation of the Local Agency with respec8to such Defaulted Note or unpaid Note
shall not be a debt or liability of the Local Agency prohibited by Article XVI, Section 1.8 of the
California Constitution and the Local Agency shall not be liable thereon except to the extent of any
available revenues attributable to Fiscal Year 1997-1998, as provided in Section 8 hereof. The percentage
of the Notexo which a Credit Instrument, if any, applies (the "Secured Percentage") shall be equal to the
amount of the Credit Instrument 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. 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 the Note at maturity shall be paid upon
~ surrender of the Note at 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 in said forms to be filled in with appropriate words and
figures.
Section 4. Sale of Note; Delesation. The Note shall be sold to the Authority pursuant
to the Purchase Agreement. The form of the Purchase Agreement, including the form 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 in Section 25 hereof (the
"Authorized Representatives") aze each hereby authorized and directed to execute and deliver the
Purchase Agreement 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, 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, that the interest.rate on the Note shall not exceed ten percent (10%) per annum, the
discounton the Note, when-added to the Local Agency'sshaze of the costs of issuance of the Bonds, shall
not exceed one percent (1.0%), and the Principal Amount shall not exceed the Maximum Amount of
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Borrowing. Delivery of an executed copy ofthe Pricing Confirmation by fax or telecopy shall be deemed
/ effective execution and delivery for all purposes.
l Section 5. Program Ap royal. The Pricing Confirmation shall indicate whether and
what type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply.
The 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 to this meeting
are hereby acknowledged, and 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 idehtified in the Pricing Confirmation,; in substantially one or more of said
forms with such changes therein as the Authorized Representative who executes the Pricing Confirmation
shall require or approve (substantially final forms of the Indenture, the Credit Agreement. and, if
applicable, the Reserve Credit Agreeinent.aze to be delivered to the Authorized Representative concurrent
with the Pricing Confirmation), such approval ofthe 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 ofthe Authorized Representatives ofthe Local Agency is hereby authorized and
directed to provide the Financial Advisoror the underwriter with such information relating to the Local
Agency as the Financial Advisor or the underwriter shall reasonably request for inclusion in the
Preliminary Official Statement~and .Official Statement ofthe Authotity. Upon inclusion of the information
relating to the Local Agency therein, the Preliminary Official Statement and Official Statementbr such
other offering document is, except for certain omissions permitted by Rule 15c2-12 of the Securities
I 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 to such effect. If, at 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 the Local Agency might include an untrue
statement of a material fact or omit 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 Financial Advisor and the underwriter.
Subject4o Section 8 hereof; the Local Agency hereby'agrees that if the Note shall 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 beeti made 6y the Maturity Date shall be deemed
outstanding and shall not be deemed to be paid until (i) any CredibProvider providing a Credit 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 under or.from the Credit Instrument with respect to the Note,
including interest accrued thereon, as provided therein and in the applicable Credit Agreement, and,
(ii) the holders of the Note; or Series of the Bonds issued in,connection with the Note, aze 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 uch 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 Section 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 (includingthe 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
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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 sucfi Drawing was made) has been reimbursed for any Drawing or payment made under 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, aze 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. Forthe 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 or cause to 6e paid; in addition to the amounts payable
under the Note, any fees or expenses of the Trustee and, to the extent permitted by law, if the Local
Agency's Note is secured in whole or in part by a Credit [nsfrument and, if applicable, a Reserve Credit
Instrument (by virtue of the fact that'-the Series of Bonds is secured by a Credit Instrument and, if
applicable, Reserve Bonds aze secured by a Reserve Credit Instrument), any Predefault Obligations and
Reimbursement Obligations (to the extent not payable under the Note), (i) azising out of an "Event of
Default" hereunder (or pursuant to Section 7 hereof) or (ii) azising 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) above with respect to Predefault Obligations, :the Local Agency shall owe only the
percentage of such fees, expenses and Predefaule Obligations equal to the ratio of the principal amount
of its Note over the aggregate,principal,amounts of'all notes, itcluding the Note, of the Series of which
the Note is a part, at the time of original issuance of such Series. Such additional amounts willbe paid
by the Local Agency within twenty-five (25) days of receipt by the Local Agency of a bilLtherefor from
the Trustee.
Section 6. No .Toint 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 repaymentobligation'under this Resolution and the Note.
Section 7. 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. shaze 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 of Bonds 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 ofissuance 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 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 Subaccount as specified in the Indenture. Amounts in the Proceeds
Subaccount aze hereby pledged to the payment of the Note. The Trustee will not create subaccounts
within the Proceeds Fund, but will keep records to account sepazately 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 (includQing, but not limited to, revenue from the state and federal
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governments), cash receipts and other moneys which aze received by the Local Agency for the general
1 fund of the Local Agency and aze attributable to Fiscal Year 1997-1998 and which 'aze available for
payment whereof. 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 aze received by the Local Agency for the general fund of the Local Agency and aze attributable
to Fiscal Year 1997-1998, and the principal-of the Note and the interest thereon shall constitute a first
liemand charge thereon and shall be,payable from'the first.rrioneys`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 othermoneys'of the Local.Agency lawfully'availablerherefor (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 thestate and federal governments), cash
receipts, and other moneys, .intended as receipts for the;general fund'of the Local Agency attributable to
Fiscal Year 1997-1998 and which are generally available for the payment of current expenses and other
obligations ofthe Local Agency. The Noteholders, Bondholders, Credit Provider and, if applicable; the
Reserve Credit Provider shall have. a firs[ lien and charge on such certain unrestricted revenues as
hereinafter provided which are received by the Local Agency and aze attributable to Fiscal Year
1997-1998.
In order to effect. the .pledge referenced in the!'preceding pazagraph, the Local Agency
hereby agrees and covenants to establish:and maintain a special account within the Local.Agency'sgeneral
fund to be designated. the "1997=1998 Tax and Revenue Anticipation Note Payment .Account" (the
"Payment Account") and further agrees and covenants to maintain thePayment Account until the payment
of the principal ofthe Note and the interest thereon. Notwithstanding the foregoing, if the'-Local Agency
elects to have Note proceeds invested in Permitted Investmetits 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-sepazately for proceeds.of the=,Note so held. and.invested.tiy 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
Payment. Account the first amounts received in the months specified :in the Pricing Confirmation as
Repayment Months (each;individual month:a "Repayment Month" and'collectively "Repayment,Months")
(and any amounts received thereafter attributable to Fiscal Yeai 1997-1998) until the amount on deposit
inthe-Payment Account, xogether with the amount, if any; omdeposit in the Payment Subaccount, is equal.
in the respective .Repayment Months identified in the'Pricing'Confirmation to the percentage of the
principal and interest due on the Note specifed in the Pricing Confirmation. In making such transfer and
deposit, the Local .Agency shall not be.required to physically segregate the amounts to be transferred to
and deposited in, the. Payment Account from the Local Agency's other general fund 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 chazge
created herein. Any one of the Authorized Representatives ofthe Local Agency is hereby authorized
to approve the determinatioq ofthe Repayment Iylonths and percentages of the principal and interesLdue
on the Note required to be on deposit in the Payment Account and/or the Payment Subaccount in each
Repayment Month, all as. specified in the Pricing Confirmation, by' executing and delivering the Pricing
Confirmation, such execution and delivery to be conclusiveevidence ofapproval by this Legislative Body
and such Authorized Representative; provided, however, that the maximum number of Repayment
Months shall 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. [n the event on the day in each such Repayment,Month thata deposit to the Payment Account is
requiied'to be made, the Local Agency has not received sufficient..unrestricted revenues to permit the
deposit into'[he Payment Account ofthe 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
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satisfied and:made up from. any other moneys of the Local Agency lawfully available for the payment of
the;prihcipal of the Note and the interest thereon, as and when such other moneys aze received or are
'otherwise legally available.
(B) Any moneys placed in the: Payment Accountor the Payment Subaccount shall be
for the beneft of (i) the holder of the Note and a holders:of Bonds issued in connection with-the Notes,
(ii) (to the extent provided in the [ndenmre) [he 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
moneys in the Payment. Account and the Payment Subaccount shall be applied otilq for the purposes 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°,payme~nt of the principal of the,Note,at maturitywith interest to maturity
(in accordance with the requirements ,for. defeasance of the fonds as -set forth in the Indenture) and, if
applicable, (to the extent provided in the Indenture and, ifapplicable, 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 Ag i ncy fiereby° disectsae Trustee to transfer on the Note Payment
Deposit Date (as defined in the Indenture); any moneysin the Payment Subaccounito the Bond Payment
Fund (as defined in ithe Indenture). `In addition, oh the Note Payment Deposit Date, the moneys. in the
Payment Account shall~be transferred by the Local Agency to the:Trustee, to the extenCnecessary (after
crediting any transfer pursuant to the preceding sentence), to pay`ttie°principal of andlor interest oq the
Note or to reimburse the Credit Provider, for payments,.-made under or'pursuant to the Coedit Instrument.
In the event that moneys in the Payment Account and%or the Payment Subaccount aze insufficient to pay
the principal of~and ihterest on the_Noterin full when due;, such moneys shall be applied in the following
priority: frst;to pay interest on thefNote;'second to pay'principal.of'the Note; third to reimburse the
Credit Provider for;payment;:if any, of~inferest with respect^fo the Note; fourth to reimburse the Credit
Provider for payment, if any, of,principal with respect to the Ndte; fifthato reimburse the Reserve Credit
Provider; if any, for payment,:if any, of{interest with respectto 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 o€ they Local Agency and any`oPthe .Local Agency's pro. rata shaze of
Predefault Obligations owing to the-Credit, Providerand:Reserve Credie.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 the interest. thereon and any Predefault Obligations and Reimbursement
Obligations, if applicable, have been paid, or provisionfo"r such.. payment 'has been made, shall' be
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 to relieve the Local
Agency from its otiligationto pay its tote in full on the Maturity Date.
(D) Moneys in thel 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 Ihdenture. 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 be
relieved of any of its=obligations with r~espectto the Note, the Predefault Obligations or Reimbursement
Obligation"s, if any; by reason of such investment of the;: moneys in its Proceeds Subaccount or the
Payment Subaccount.
(E) At the written request of the C;edit Provider, if any, or the Reserve Credit
Prodider;'if any, the Local Agency shall, within ten (90) Business Days following the receipt of such
written request, file such.repor[ or repoits to evidence the transfer to and deposit in the Payment Account
required by.this Section 8 and providelsuch additional. financial information as may be required by the
Credit Provides, if any, or the Reservel, Credit Provider, if any.
LA1-160?82.2 8 EKISTINGCSCDA h1EMEER RESOLUTION
REST. ~ ~ -1 3,N c;s
Section 9. Execution of Note: Any one of the 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.signature and the Secretary or Clerk lif the Legislative Body of the Local Agency,
or apyduly 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 tie appropriate. pursuant to the Pricing Confirmation. The
Authorized Representative is hereby authorizedand directed to cause the Authority to assign the Note to
the Trustee, pursuant to the terms and conditions of the Purchase Agreement, this, Resolution and the
Indenture. In case•any Authorized Representative whose signature stialLappeaz on any Note shall cease
to be an Authorized'Representative bifore the delivery of such Note, such signature shall nevertheless
be valid and sufficient for all purposes, the same as if,such officer had remained in office until delivery.
The Note need not bear the; seal of the Local Agency,, if any..
Section 10. Intentionall~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 Aeency.
The Local .Agency makes the following: representations for the benefit of the holder of
the Note, the owners of the Bonds, they Credit Provider, if'any, and the Reserve Credit Provider, if any:
(A) The Local Agency is duly organized and existing,under and by virtue of the laws
of the State of California and has all necessary power and authority to (i) adopt this Resolution and '
perform its obligations thereunder, -(ii) -enter into an8 perform its obligations under the Purchase
Agreement, and (iii) issue the Note and perform its obligatibns thereunder.
(B) (i) Upon the issuance"of the Note, the Local Agency shall have taken all action
required xo be taken by it to authorizetlie'issuance and delivery ofthe Note and the performance of its
obligations thereunder, and (ii) the Local Agency has full legal right, power and authority to issue and
deliver the Note.
(C) The issuance of. the Note,-the adoption of the Resolution and the execution and
delivery of the: Purchase Agreement, land compliance 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 agreement to 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 Secfion'3(a)(2) of the.Securities A t of 1933, there :is no consent, approval, authorization or other
order of; or filing with, or certification by, any regulatory authority having jurisdiction over the Local
Agency required forthe issuance and sale of the Note or the: consummation by the Local Agency of the
other transactionscontemplated bythis Resolution, except those the Local Agency shall obtain or'perform
prior to or upon the issuance of the Note.
(E) The Local.. Ag ncy has (or will have prior to the issuance of the Note) duly,
regularly and properly adopted a preliminary budget for Fiscal Year 1997-1998 setting 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, regularly and
properly prepare and adopt its final budget for Fiscal Year 1997-1998, (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.
LAI-160282.2 ~li:/so. s ~ 113 N C s ~ .EXISTING CSCDA MEMBER RESOLUTION
(F) The sum of the principal amount of the Local Agency's Note plus the interest
I payable thereon, onthe date of its issuance, shall not exceed'fifty percent(50 ~).of the estimated amounts
ofthe.Local Agency's 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 general ,fund of the Local Agency attributable to Fiscal Year 1997-1998, all of which will be
legally available to pay principal of and interest oti the'Nofe.
(G) The.Local,Agency (i) has iiot-defaulted within the past twenty (20) yeazs, and is
not currently in default, on any debEolligation and (ii), to the best knowledge of the Local Agency, has
never defaulted on any debt o6ligatiotf.
(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 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
reasonable opinionbf the Local Agency materially impair its ability to perform its obligations under this
Resolution and a Note. The Local Agency agrees to furnish to the~;Authority, the Financial Advisor,
the underwriter, the Trustee, 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 isno action; suit, proceeding, inquiry`oC'investigation, at law or in equity,
before;or by any court, arbitrator; governmental or other board; body orofficial, pending or, to the best
knowledge,of;the Local Agency„threatenetl'against or affecting,ffie Local Agency questioning-the.validity
of aziy proceeding:xaken or to be, aken by the Local Agency in connection with the Note; the Purchase
Agreement, the Indenture,. the Credit Agreement, if any, the Reserve:Credit Agreemeht, if any, or his
Resolution, or seeking to profiibit; restrain or enjoin the executiop; delivery or performance by the•Local
Agency of any of the foregoing, or wherein an unfavorable decision; ruling or finding would have a
materially adverse effect on the -Local Agency's financial 'cbndition,or results of operations or on the
ability ofthe Local Agency to conductits activities as presently conducted or:as proposed or contemplated
to be conducted, or would materially adversely affect the validity or enforceability of, or the authority
or ability of the'Local Agency to perform ifs 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 Contracrand the':Note,will.constitnte1egal, valid and binHing agreements. of the
Local Agency,, enforceable ih accordance .with their respective'terms, except'as such enforceability may
be limited by bankruptcy `or other laws affecting creditors' rights,generally, ae application of equitable
principles if equitable?remedies:azesought, [he exercise,of judicial'disccetion in appropriate cases and the
limitations on legal remedies against local agencies, as'applicable, in-the State of California.
(K) The;LocaC Agency and. its+approptiate 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 iit accordance with law for carrying oufthe provisions of this Resolution and the
Note.
(L) The. Local Agency shall not. incur any,indebtedness secured~by a pledge of its
Pledged Revenues unless such pledge is subordinate in all respects to'the pledge of Pledged Revenues
hereunder.
LAI-160283.2 ~Li'Qn g ~ 101.X 3'N G S EGSTING CSCDA MEMBER RESOLUTION
(M) So long as .the Credit Provider, if any, is not in payment default under the Credit
1 Instrument or the Reserve Credit Provider, if any, is not in default under the corresponding Reserve
Credit Agreement, the Local Agencyhereby agrees to pay its pro rata shaze`of all Ptedefault Obligations
and:all Reimbursement Obligations 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 of notice from the Credit Provider or from the Reserve Credit Provider, if applicable, that such
amounts aze due to it.
(N) So long as anyBonds issued in connection-with the Notes aze Outstanding, or any
Predefault.Obligation or Reimbursement Obligation is outstatiding, the Local Agency will not create or
suffer to be created any pledge of or lien on the Note otherthan 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 such. action would' adversely affect the exclusion from
gross income of'the interest. payable on the; Note or •Bonds under Section 103 of the Internal Revenue
Code of 1986 (the "Code"). W ithout limiting the generality,of the foregoing, the Local Agency shall not
make any use of the proceeds of the Note or -Bonds orahy otherfunds of the Local Agency which would
cause the Note or Bonds to bean "azbitrage.bond" within the meaning of Section 148 of the Code, a
"private activity bond" within the meahing of Section 141(a) of the Code, or an obligation the interest
on which is subject to federal income taxation because it is "federally guazanteed" as provided in
Section 149(b) of the Gode. 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 .thereuhder to the' extent° that such requirements aze, at the time,
applicable and in effect.
(B) The Local Agency heieby (i) represents thatthe aggregate face amount.oEall tax-
exempt obligations (including any tax-exempt leases, but excluding private activity bonds), issued acid to
be issued by the Local Agency during;calendaz year 1997; including the Note, is notreasonably expected
to exceed $5,000,000; or (ii) covenants .that. the Local Agency will. fake 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 anyother 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 figlders of the Note, the owtiets of the Bond, the CreditProvider,
if any, the Reserve Credit'Provider, if any, or the Trustee omtheir behalf shall be entitled to exercise any
right or remedy uhder 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' declazed 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 otherpayment required to be paid hereunder, including
LA I-160282.2 11 EXISTING CSCDA MEMBER RESOLUTION
RESO.9 7- 11 3 N C S
payment ofprincipal and interest on the Note, on or before the date on which such transfer,
~ deposit or other payment is due and payable;
(Bp Failure by the Local Agency to observe and perform any covenant, condition or
agreement on ifs part to be observed or. performed underthis.Resolution for a period of fifteen
(15) days:afrerwritten 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, shall all agree in writing to an, extension of such time prior to its
expiration;
• (C) Any wazranty; representation or other statement by or on behalf of the Local.
Agency contained in this Resolution or the Purchase Agreement (including the Pricing
Confirmation) or in any requisition orany financial report 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 with. he Note, is false or`misleading in any material respect;
(D) A petition is`filed against theLocal Agency under any bankruptcy, reorganization,
azrangement; insolvency,; readjustment of debt, dissolutionAr liquidation law of any jurisdiction,
whether now or hereafter in effect^and'is not,dismissed•within 30 days after such filing, but the
Trusteeshall have the right to: intervene in thetproceedings.prior to the expiration of such thirty
(30) days. to protect its and the Bond Owners' (or Noteholders') interests;
(E) The Local Agency filesa.petition involuntary bankruptcy or seeking relief under
any provision of any bankruptcy,.reorganization, arrangement, insolvency; readjustment of debt,
dissolution or liquidation law of any jurisdictiop; whether now or hereafrer 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 effector such"possession continues for more than
30 days, but the Trustee shall' have the right to intervene in the proceedings prior to the
expiration of such thfrty'(30) days to protect its and the Bond Owners' or Noteholders' interests.
Whenever any Event.of.Default referred to in this Section .l3 shall have happened and
be continuing, the Trustee; as holder of the Note, shall,.. in'addition o any other remedies provided;herein
or by law or under the Indenrure, if applicable, have he right; at its option without any further demand
or notice, to take one or any combination oftfie following remedial steps:
(1) Withoutdeclaring the,Note to be immediately due.and payable, require the Local
Agency to pay to the Trustee, as holder oftfie,Note, an amount equal to the principal of the Note
and interest thereon to maturity; plus all .other amounts due hereunder, and upon- notice to the
Local Agency the same shall become immediately due and payable by the-Local Agency without
further notice or'demand; and
(2) Take whatever other action,at law,or inequity (exceptfor acceleration of payment
on the Note) which may .appear necessary or desirable to collect the amounts then due and
thereafter to become due hereunder and under the Note or to' enforce any other of its rights
hereunder.
LA 1-160282.2 12 EKIBTING CSCDA MEMBER RESDCUTION
R~80.97-113NCS
Notwithstanding the foregoing, if the Local Agency's Note is secured in whole or in part
~ by a Credit Instrument (other than the Reserve Fund) or'if the CreditProvider is'subrogated to rights
~ under the Local, Agehcy's Note, as long as the Credit Provider has not failed to comply with its payment
obligations underthe Credit Instrument, the Credit Provider shall have the right fo direct-the remedies
upon any, Event of Default hereunder, and, not withstanding-.the foregoing, if a Reserve Credit Instrument
is applicable, as long as the Reserve CreditProviderhas notfailed 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 remedies upon any Event of Defaulthereunder, in each case so long as such action
will not materially adverselyaffecBthe 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 betaken by
the Trustee hereunder.
If the Credit Provideris not reimbursed for any drawing, paymentor 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 ~emaihs,unpaid after the Maturity Date, the Note
shall be a Defaulted Note, the unpaid portion (including the interestcomponent, if applicable) thereof or
the portion (including the interest component, if applicable) to which a Credit, Instrument applies for
which reimbursement on a draw, paymentor 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.Defanlted Note is paid
in full or payment is duly. provided for, all'subjecf to Section 8 hereof.
If the Credit Instrument is the Reserve Fund and the Reserve Bonds aze secured by the
Reserve Credit Instrument and all principal of and ihteresbonthe 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 of the Default Rate until the Local Agency's obligation on
the Defaulted Reserve Note is paid in full or payment isduly provided-.for, all subject to Section 8 hereof.
Section 14. Trustee. The Local Agency hereby directs and authorizes the payment by
the Trustee of the interest on-and prihcipal of the Note wheh,such become due and payable, from amounts
received by the Trustee from the Local Agency in the manner set,fortli herein. The Local Agency hereby
covenants to deposit funds in such account orfund, as applicable, atahe time and in the amount specified
herein to provide sufficient moneys to pay ttie principal of andinterest 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 tieaold to the Authority, in accordance with
the terms of the Purchase Agreement, hereinbefore apprbved, and issued payable to the Trustee, as
assignee of the Authority.
Section 16. Intentionally Left Blank. This section has been included to preserve the
sequence of section Numbers for cross-referehcing purposes.
Section 17. Approval of Actions. The aforemehtioned Authorized Representatives of
the Local Agencyarehereby authorized and directed to execute the Note and cause the Trustee to accept
delivery of the Note, pursuant to the terms and conditions of e Purchase Agreement and the Indenture:
All actions 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 participation in the Program are hereby approved,
confirmed and ratified and the Authorized Representatives, ahd agents of the Local Agency are hereby
authorized and:directed, for•and in the name and onbehalf of 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
LAI-160?82.? 13 IXISTING CSCDA MEMBER RESOUITION'
RESO.9 7- 1 1 3 N C S
they, or any of them, may deem necessary or advisable;in order o consummate the lawful issuance and
i delivery of'the Note in accordance with, and related transactions contemplatedby, this Resolution. The
' Authorized Representatives of (the Local Agency referred to .above in Section 4 hereof aze 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 Representatives of the Local Agency is'fiereby 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:l8. Proceedings Constitute.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 shallbe enforceable,by mandamus or any other appropriatesuir, actionor proceeding
at law or in equity in any courtof competent jurisdiction, and shallbe irrepealable. The Credit Provider,
if any, and the Reserve Credit Provider, if any, aze"third party beneficiazies 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 to whicti the Note maY be assigned, the:Local,Agency shall not have any liability'hereunder or
by reason hereof or in connection wi[h'the`transactions conteiplated hereby except to the extent payable
from moneys available therefor as set forth in Section 8 hereof.
Section 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 for. consent of the
owner of the Note or of the Bonds issued 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 xo be observed by the Local Agency which aze not contrary to
or inconsistent with this Resolution as theretofore in effect;
(B) to add to the limitations and restrictions?ih this Resolution, other limitations and
restricrions to be observed bg the Local Agency which aze 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;, of any monies, securities or funds, or to
establish any additional funds or accounts to be held under this Resolution;
(I)) to cure any ambiguity, supply any omission, or cure or correct any defect or.
inconsistentprovision in this Resolution; or'
(E) to amend or supplement this Resolution in any other respect;
provided, however; that any such Supplemental Resolution does not adversely affect the interests of the
owners of the Note or of the Bonds issued in connection .withatie 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
be made by a Supplemental Resolution, with the written consents of the Authority, the Credit Provider,
LA LI60282.Y Z4 EXISTING CSCDA MEMBER RESOLUTION
~~so. 9 7- 11 3 N C S'
if any-, arid the ReservefCredit.Provider, if any; and with the written consent of the owners of at least a
majority'in principal amount ofahe Note androf the Bonds issued in connection with the Note outstanding
at the timesuch consent is given; provided; howeve;; that if such modification or amendment will, by
its teims, 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 amendmeht shall .permit a change'in 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 reduction of the rate
of"iriterest-theteon, or a change in the date or amounts of thepledge set`forth in this Resolution, without
the consent;of the owners of'such.Note ortlie owners ofall the!Bonds issued inconnection 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;. orahall change~ormodify any of the rights or obligations
of the Trustee witfiout::its written assent thereto.
Section 21. Severability. In the event any .provision of this Resolution shall be held
invalid or unenforceafile by any court of competent jurisdiction; such holding shall not invalidate or
render unenfotceable any other provision Hereof.
RESO. ~ c- 1 1 3 N C'S
IA 1-160282.2 15 ,IXISTING CSCNA MEMBER RESOLUTION
Section 22. Appointment of Bond Counsel. The law firm of Orrick, Herrington &
Sutcliffe, Los Angeles, California is hereby appointed as Bond Counsel for the Program. The Local
Agency acknowledges that Bond Counsel regulazly performs legal services for many private and public
entities in connection with a wide vaziety of matters, and 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 consultanu 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 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
appeaz 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 the Program.
Section 24. Effective Date. This Resolution shall take effect from and after its date of
adoption.
Section Z5. Resolution Parameters.
(A) Name of Local Agency: CITY OF PETALUMA
(B) Maximum Amount of Borrowing: ,$2,500,000
(C) Authorized Representatives:
TITLE
1. Paula M. Cornyp, Controller
2. David W. Spilman, Finance Director
3. Gene Beatty, Acting CiCy Manager
[Attach form of CeRification of the Secretary or Clerk of the Legislative Body, with respect to the
Resolution, if desired (such form of Certification is not required).]
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 ata (Regular form
( )meeting
on the. ---.5211 daY of ......_.......l~laJ?...................................., 19.. ~.7.. by the
following vote:
City Attorney
AYES: Read, Keller, Torliatt, Maguire, Vice Mayor Hamilton, Mayor Hilligoss
- NOES: None
ABSENT: S]omp
ATTEST: _ .............~~x~~'t:,.'.~'.~.!.GAS-.I%.'."-...........................- .G~C`i!.^...:.~~-!(X/
City Clerk Mayor
Cbmcil Fik
cn u..xs ~a~s. m~............7,.6......9.7~~k3 NCS
EXHIBIT:A
[NAME OF`LOCAL AGENCY]- "
( .1997-1998 TAX AND REVENUE ANTICIPATION. NOTE, (SERIES.
Date of '
Interest Rate Matures Date Orieinal Issue
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
FOR VALUE. RECEIVED, the Local Agency designated above (the "Local. Agency"),
acknowledges itself indebtedxoand promises to pay to the registered'owneridentified above, orregistered
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 1997 and] at maturity at the rate of
interest specified above (the "Note Rate"). Principal of and;inferest ofrthis Note aze payable in such"coin.
or currency of the United States as at=[ne time of payment. is~legal tender for payment of private and
public debts. Principal and interest 9t maturity shall be paid upon-.surrender hereof at the principal
corporate trust office of U.S. Trust Company of California, N.A.'in Los Angeles, California, or its
successor in bust (the "Trustee"). Interest shall be calculated on the basis of a 360-day yeaz, 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 durittg which the holder hereof fails to properlypresentthis Note for payment.
If the Local Agency fails o pay this Note when due or the Credit Provider (as defined in the Resolution
hereinafter described and in that certain Indenture of Trust; defied as of . 1, 1997 (the
"Indenture"), by and. between the California=.Statewide Communities Development Authority and U.S.
Trust Company of California, N.A., as trustee); if any, is not~reiulbursed in fulLfor the amount drawn
on orpaid'pursuant to the Credit Instrument (as defined in the:-13gsolution and the Indenture) to pay-all
or a portion (including the interest component; if applicable) ofitliis: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 Resolutionand the Indenture, including, without limitation; that this Note
as a Defaulted Note;(and any related reimbursement obligation with respect to a credit instrument) shall
bear interest at the Default Rate; as defined in the Indenture).
It is hereby certifed; recited and declazed that this Note represents the authorized issue
of the Note in the aggregate .principal .amount authorized, executed' and delivered pursuant to and by
authority of certain resolutions of the Local Agency duly passed and adopted heretofore, under and by
authority of Article 7.6 (commencing with,Seciion-53850) of Chapter 4, Part I, Division 2, Title 5 of
the California Government+Code (collectivety, the "Resolution"),'to all ofthe provisions and limitations
of which the owner of this Note,.by acceptance hereof, assents and-agrees.
The principal ofthe;Note, together with'the interest thereon, shall be payable from taxes,
income; revenue, cash receipts and other moneys which;arereceived by the Local Agency for the general
fund of the .Local Agency and are attributable to Fiscal Yeaz 1997-1998 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 firstamounts of unrestricted revenues of the Local Agency received on the last
day of, and _ (and any amounts received' thereafter attributable to Fiscal Yeaz 1997-1998) until
the amount on deposit in the Payment Account (as defined in the Resolution); together with available
amounts, if.any, on,deposit in the Payment Subaccount (as defined in the Resolution) in each such month,
is equal to tne,corresgonding percentages oflpincipal 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 thereon shall constitute a.first lien
and charge thereon and shall be payable from tfie Pledged'Revenues, and to the extent not so paid shall
be paid from any other moneys of the Local Agency lawfully available therefor as set forth in the
If more than one Series of Bonds is issued under [he Progiiiln in Fiscal"Year. 1997-1998 and if the Note is pooled with
.notes issued by other Issuers (as defined im the Resolution).
LA 1-160282.2 A- 1 EXISTING CSCDA h1Eh1BER. RESOLUTION
Rcso. ~ ~ - 11 3 N C S
Resolution., The full faithand credit of'the Local Agency is not pledged to the payment of the principal
of or interest on this Note.
The Local Agency and the Trustee may deem and treat theaegistered owner hereof as
' the absolute owner hereof for the purpose of receiving payment of of on account of principal hereof and
interest d'pe hereon andfor all other purposes,,and the Local Agency and the Trustee shall not be affected
by any notice to the contrary.
it is hereby certified that all of the conditions, things and acts iequired to exist, to have
happened and to have been performed precedent to and in the issuance of this Note do exists have
happened and have been performed in due time, form and .manner as required by the Constitution and
statutes of the<Sfate of California and that the amount ofais Note, together with all other indebtedness
of'the Local Agency, does not exceed ahy limit prescribed by the Constitution or statutes 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 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:
RESO.9 c- 11 3 N C S
LA I-1602822 A-2' IXISTING CSCDA MEMBER RESOLUTION
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (the "Purchase Agreement"), dated as of the
purchase date (the "Purchase Date") specified ih Ezliibit A attached hereto and made a part hereof,
entered into by and between thesignatory;local agency designated;in Exhibit A (the "Local Agency") and
the California Statewide Communities Development Authority (the "Authority"), forthe sale and delivery
of .the principal amount specified in Ezhtiit,A of the Local Agency's 1997-1997 Tax and Revenue
Anticipation Note (the "Note") to be issued:in_conjunction with the notes of other Issuers (as hereinafrer
defined) participating. in the Program (as he~eihafter;defined), as determined in the Pricing Confirmation
(as hereinafrer defined)„ pooled with notes:of other Issuers aiid assigned to secure a series (the "Series")
of bonds (the "Bonds") designated in Exhibit A;
WITNESSETH:
WHEREAS, local agencies are authorized by Sections 53850 to 53858, both inclusive,
of the Government Code of the State of. California (thee "A"ct") (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~adopfed its resolution fintiing"that the Local Agency needs "to borrow funds in its fiscal year
ending June 30, 1997 ("Fiscal Year 1997-.1998") in the principal amount set forth in Exhibit A and that
it is necessary that said sum be borrowed 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 during or attributable [o Fiscal"Year 1997-1998;
WHEREAS, on'the'resolutiondate set forfh`in Exhibit A, the Local Agency adopted (as
specified in Exhibit A) a resolution or resolutions (collectively or singulazly, 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 has determined that it;is in the best interests of the Local
Agency to participate in the California Communities Cash Flow .Financing Program (the "Program"),
whereby participating local agencies (the "Issuers") will simultaneously issue tax and revenue anticipation
promissory notes for purchase by the.. Authority;
WHEREAS, under the Program; the Authority will formpne ormore pools of notes (the
".Pooled-.Notes") and assign each note to a,particular pool (the "Pool") and sell aSeries ofBonds 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,Stanley & Co. Incorporated, as representative, ofthe underwriters of the Program (collectively,
the "Underwriter");
WHEREAS, if so indicated in,Exhibit A; the payment by the Local Agency of its Note
will tiesecured iti whole or in part (jointly, but notseverally, with dotes.of the other participating Issuers
assigned to the same Series of Bonds) bya;letter of'credit,.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",)
°1997, Orrick,Herrington & Sutcliffe. All righLS reserved.
~,,,_,M,t,S , RESO. ~ ~ - 11 3 N C s
WHEREAS; such Credit Instrument may be issued .pursuant to a reimbursement
•t: agreement; ,commitment letter, indenture or otheragreement (the "Credit Agreement") as identified in
Exfiibit:A
WI~REAS; in order to participate in the Program, the Local Agency has agreed to be
responsiblecfor its share of the fees and"expenses ofthe 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 deducfe4 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, the costs of issuance which will be deducted from the purchase price set
forth in Exhibit A forthe Local Agencyshall notexceed one percent (1 of the principal amount of
each Note; and
WHEREAS, pursuantto the Program, the Authority is submitting this offer to purchase
the Note pursuant to this Purchase Agreement;
NOW, THEREFORE, for,good andvaluable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Obli~ationao'Purchase. Upon the terms and conditions and in reliance upon
the representations, warranties and agreements set forth hereih, the Authority shall purchase from the
Local Agency, and the Local Agency shalPsell to the Authority;fthe'Note, asdescribed herein and imthe
Resolution.
Section 2. Purchase"Price: The purchase price ofthe Note shall.be the purchaseprice
set forth in the pricing confirmation attached,hereto asExhibit A (the "Pricing Confirmation"). The Note
shall bear interest at an interest rate,per annum set forth in the Pricing Confirmation, which is hereliy
agreed to by and between the Authority ;and the Local Agency by its duly authorized representative
executing this Purchase Agreement on behalfbf the Local Agency.
Section 3. Adjustments to Principal Amount. of Note and Purchase Price. The
Authority and the'. Local Agency ,hereby agree [hat the principal amount-ofthe Note purchased by the
Authority and sold to the Authority by the Local:Agehcy 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: ("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 f_or interest to
be excluded from gross:incomeunder Section;103 ofthe lhteriial Revenue Code of 1986, as amended. (the
"Code")) or (ii) a rebate requirement (under Section 148 of°the Code). The Authority 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°ahis section.
Section 4. Delivery of and Payment-for .the Note. The delivery of the Note (the
"Closing") shall take place at 8:OO 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 Orrick;.Herrington & Sutcliffe or such other
place as the Local Agency, the Authority and'the'Underwritersfiall mutually agree. Atthe Closing, the
Local, Agency shall cause the Note' to be delivered ;to. the •Authority, duly executed and authenticated,
together with the other documents 8ereiiiafter mentioned, and;the,proceeds of the purchase price of the
Note set forth in the Pricing Confirmation shall be deposited in an amount indicated in the Pricing
`"'-,"'S'S, Zeds®. ~ ~ - 11 3 N C S
Confimation as the Deposit o P-roceeds Fund which shall.be held by the Trustee for the.Local Agency
~ :and the remainder ih the Costs of Issuance Fund held' thereunder.
If at any time prior to 90 days. after the' Closing Date, any event occurs as a result of
which information:relacing to the Local Agency included in thelofficial statement of the Authority relating
to the .Series of Bonds to which the Note is assigned (the "Official .Statement") contains an untrue
statemenU of a material fact of emits 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; andif, ih the opinion of the Authority or the
Uhderwriter, 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
prepazation of an amendment or supplementto the Official Statemenf,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 fotm set forth ih the
Resolution, withoutcoupon§ in the full principal amount set forth in Exhibit A.
Section 6. Representations. and Warranties of=.the I:oca1 Agencv. The Local Agency
represents and wazrants to the Authority and the Underwriter that:
(a) All represenfafiohs and wazranties set forth in the Resolution aze true and correct
on the date hereof and aze made 'for"the benefit of the.Authority and the Underwriter as if set forth
herein.
(b) The informatioh relating to the Local Agehcy ihcluded.in the Official Statement does
not contain any untrue statementbf 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 hot misleading.
(c) A copyof thesResolution liar beenielivered to-the Authorityand the Underwriter,
and the Resolution. will not be amehded or repealed without e consent of the Authority and the
Underwriter, which consent will hot be unreasonably withheld:
(d) 'The Local Agency ackhowledges that the :Authority is authorized to execute the
Indenture; to assigh,the Note to the Trusteeunder the Indenture~andto issue the Series of Bonds pursuant
to the Indenture.
(e) The Local Agency shall provide the tequii•ed Payment Account Deposit Certification
(upon a request therefor) in, accordance. with Section 5.06 of the Indenture.
(f) Tlie Local" Agency: has not issued and'will,nof issue any obligation or obligations,
other than the Note,. to finance the working capital .deficit for which-the Note is being issued.
ItESO.9 7- 11 3 N C S
u ~-i ens3s. i 3
Section 7. Conditions Precedent to the'Closine. Conditions precedenU'to the Closing
aze as follows:
(a) The execution and deliveryof the Note consistent with the Resolution.
(b) Delivery of a legal .opiniogaddressed to the Local Agency (with a reliance letter
addtessed to the.Authority and the Underwriter), dated the date of Closing, of Orrick, Herrington'&
Sutcliffe ("Bond' Counsel") with 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 the date, of Closing, of counsel to the Local
Agency, with respect to the due authorization, execution and-sdeliveryof 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
of the Local Agency's Note in'the assignment; together with, notes of other Issuers, to a Series oPBonds,
to secure the Series of Bonds, which appro3al in a event the CceditInstrument is the Reserve Fund shall
be evidenced by the. issuance of an "$P-1+" rating with respect to the applicable Series of Bonds by
Standazd & Poor's Ratings Group.
(e) Delivery of each certificate, document,, instrument and opinion required by the
agreement between the Authority'and he Underwriter for thesale by'the Authority and purchase bythe
Underwriter of the Series of Bonds to which the Pooled Note is assigned.
(f) Delivery of such other certificates, instrumentsor opinions as Bond Counsel may
.deem necessary or desirable to evidence the due authorization, ,execution and. delivery. of documents
pertaining to this transaction andahe legal, valid and binding nature,thereof or as maybe required by the
Credit Agreement, as well as compliance of all parties with the terms and conditions thereof.
Section 8. Events Permitting the Authority to Terminate. The Authority may
terminate its obligation to purchase the Note at any time beforethe Closing if any of the following
occurs:
(a) Any legislative, ,executive or regulatory action (including the, introduction of
legislatioti) or any court decision which, in the judgment of'the Authority, casts sufficient doubt on the
legality of obligations uch a§ the Note„ ahd 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 Indentute 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.
~,_,~,„5. 4 PESO. 11 3 N C S
Neither the Underwriter nor the Authority°shall be responsible forthe payment of any
fees, costs or expenses of the issuance, offering,'and sale :of the Local Agency's Note except the
lJnderwriter'shall be responsible for California Debt Advisory Commission fees and-for its own internal
costs.. The fees; costs and expenses that are,:categorized imthe "Costs of Issuance" definition in the
Indenture shall be paid from the Costs of Issuance! Euhd. The Local' Agency shall pay any additional
.costs. attributable to it as set forth in the Resolution other than the°fees, costs and expenses so payable
from,the-applicable Costs of Issuance Fund.
Section 9. Indemnification... To the extent;pecmitted by law, the Local Agency agrees
to indemnify and hold harmless the Authority and the Underwriterand each person, if any, who controls
(within the meaning of Section IS 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 losses, claims, damages,
liabilities and expenses azising out of;any statement or infodmationin the Preliminary Official Statement
or in the Official Statement (other thantstatementsor informationregarding an.Issuer other than the Local
Agency) that is untrue or incorrect.inrany material iespect or the:omission-or alleged omission therefrom
of any statement or information (other than statements or information regarding an Issuer otherthan the
Local Agency) that should be-stated therein or--that is necessary to make the statements and information
therein not misleading in any material respect.
Section 10. Credit At>reement. The Local Agency shall comply with. all lawful and
proper requests of .the Authority 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 o 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; 1100 "K" Street, Suite 101, Sacramento,
CA 95814, Attention: Secretazy. Any notices to be given to the Ldcal Agency shall be given in writing
to the address specified in Exhibit A.
Section 12. .No Assii=nment. The Purchase Agreement has been made by the Local
,Agency and the Authority, and. no person other than the 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, wazranties and agreements contained in the Purchase
Agreement shall suwive the delivery of and..payment by the Authority for the Note and any termination
of the Purchase Agreement.
Section 13. Applicable Law. The Purchase Agreement shall be interpreted, governed
and enforced in accordance with the laws of?the State of California.
Section 14. Effectiveness. The Purchase Agreement. shall become effective upon the
execution hereof by the Authority and,ezecution of tlie'Ericing 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
be held invalid or;unenforceable,6y 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
l tie solely for convenience of'reference and shall. not conStitute"a part of'this Agreement, nor shall they
affect its meaning, construction or effect.
Section 17: Execution in Counterparts. This Purchase Agreement may be executed
and entered into in several counterparts, each:of which shalt be deemed an origihal, and all of which shall
constitute but one and the same instrument.
IN WITNESS'WHEREOF, ttie parties hereto hale caused this Purchase Agreement to
be executed by their duly authorized _represehtatives 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
v.~-iw53s.i
EXHIBIT A
1 Pricing Confirmation Supplement
Local Agency: CITY OF PETALUMA
Pricing Infoniu{tion
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: $
Importdnt 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 Month Ending: $
Pledge Amount:
Pledge Percentage:
Investment Agreement Information
GIC Provider
Long Term Ratings (S&P./Moody's)
Sfiort Term.Credit Ratings" (S&P/Moody's)
Interest Rate on GIC
RtESO.97-y13NCS
L41-i fUS35.1 A- I
' By initialing the box at the end of this pazagraph, the undersigned Local
Agency certifies that, in.connection 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 Local Agency
duringthe 1997 calendaz year, including the Note, all other notes and bonds, and all tax-exempt leases,
executed or delivered during the 1997 calendar year will not exceed $5,000,000 (See Section 3.8 of the
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 Investment Contract
described on page A-1. (Do not'wii•e'the proceeds as
previously directed in Section 4.7 of the Certificate of the
Local Agency.) Yes
No, do not invest-the proceeds received from the issuance
and delivery of the Local Agency's Note in the Guaaanteed
Investment. contract, wire the proceeds as directed<in ?
Section 4.7 of the Certificate of'the Local Agency. No
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 thebox. onlv~ifiapplicable to [he Local Agency. R 9 ~ - ~ ~ 3 N C
~;,-~~ss., A-a -