HomeMy WebLinkAboutResolution 95-107 05/01/1995 CTl'Y QF'PETALUMA,
LOCAL AGENCY RESOLUTION
:NUMBER' 95-1'07
RESOLUTION AUTHORIZING. AND'.APPROVING"THE BORROWING OF
FUNDS;FOR FISCAL YEAR.1995-1996; THE,ISSUANCE,AND SALE OF
A 1995=1996'TAX AND:REVENUE,ANTICIPATION NOTE
THEREFOR AND,PARTICII'ATION IN.THE CALIFgRNIiA
COMMUNITIES CASH FLOW FINANCING PROGRAM
WHEREAS, local' agencies arti:~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 alum (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 Piicing Confirmation (as'defihed in Section 4 hereof), is needed for the
requirements of lie Local.Agency; fo satisfyobligations of the'Local-.Agency,. and that it is necessary that.
said PrincipaLAmount be,borrowed for such purpose at this°time by the issuance of a note therefor in
anticipation ofthe receip6:of taxes, .income, revenue,. cash receipts and other moneys o be received by
the Local Agency~for the general,:fund of the Local Agency'atttibutable to its fiscal year ending June 30,
1996 ("Fiscal Year 1995=1996");
WHEREAS; the Local.Agency'hereby°determines "to;borrow,.forthe purposes set forth
above, the PrincipaLAmount by',ttieissuance'of the Note (as hereinafter defined);
WHEREAS, it appears, and this,Lt;gislative Body: hefeby finds and detertliints, that the
Principal. Amount;.. wfien addedto the'interest payable thereon;,does not exceed eighty-five petcent (85
of the estimated amount of the uncollected'taxes;; income, revenue;(including, buCnot limited to, ievenue
from the state and federal governments), cast, receipts and other moneys of the Local Agency attributable
to Fiscal Year .1995-1996 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 tte Local
Agency through the issuance of tax anticipation notes or temporary notes in anticipation of the ?eceipt
of; or payable,from of "secured by, tares, income, revenue, cash receipts or other moneys for Fiscal Yeaz
1995-1996;.
WHEREAS, pursuant to`Section 53856 of the Act, certain moneys which will.be received
by the Local Agency dtiiing-and attributable to Fiscal Yeaz 1995=1996:can be pledged fortfie' payment
of the principal of the Note and he interest thereon (as hereinaftac'provided);
Copyright,~i995, Orrick, Herringtont& Sutcliffe. All rightsreserved.
LAI-92431.1 R,Q50. 95-10~ 1J C.S EX15fING CSCDAMEMBER RESOLUTION
WHEREAS, the tiocal 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"),
wherebypartcipatingdocalagencies (collectively; the ".dssuersi") will simultaneously issue tax and revenue
anticipation notes;
WHEREAS, the Program requires the participating Issuers to selLtheir tax and revenue
anticipation notes'to the California Statewide Communities Development Authority (the "Authority") -
pursuant to note purchase agreements (collectively;. "Purchase Agreements"), each between such
individuaCIssuer and the Authority;,'and dated.as of the date of the Pricing Confirmation, a form ofwhich
has been submitted to the Legislative Body;
WHEREAS, the Authority; in consultationwith Sutro & Co.Incorporated; asunderwriter
for the Program (the "Underwriter"), 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 pursuantto 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; and .the Local Agency hereby acknowledges and
approves the discretion of the .Authority to assign the Note to such Pool .and such Indenture as the
Authority may determine;
WHEREAS, as additional security for the owners, of each Series of Bonds, all or a
portion of tfie payments by all ofthe:Issuers of the notes assigned to such Series may or may not be
secured (hywirtue 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 eparate$ond issue'issued forsuch purpose (the "Reserv$Fund") or other credt,instrument
(or instruments) (collectively, the "Credit Instrument") issued'by he credit provider or credit providers
designated in he;Indenture, as'finally executed (collectively, the: "Credit Provider"), pursuant;to a,credit
agreement oragreements or commitmenfletteror lettersor, itnthe:case of the Reserve.Fund; an indenture
(the ".Reserve Indenture") (collectively; ttie "Credit Agreement"),between (i) in the case of an irrevocable
letter'(or letters) of creditor 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 P.ricing'Confiimation, the Credit Instrument is,the
Reserve Fund, bonds issued pursdantto the Reserve Indenture (the"Reserve Bonds") may, as indicated
in the Pricing Confirmation,6e secured by!an, ircgvocable letter of creditor policy of insurance or other
credit instrtiment (the "lteserve',Credit Instrument") issued by the creditprovider identified in tha Reserve
Indenture as finally° executed (the "Reserve Credit- Provider"), pursuant to a credit ,agreement or
commitment. letter (the "Reserve, Credit Agreement") identified iii the Reserve Indenture as finally
executed;.such Reserve Gredil.Agreement Bing 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 parf of the Program each,participating ssuer approvesthe Indenture;. the
alternative forms of<Credit Agreements,, if any, and the-alternative,forins of Reserve Credit Agreements,
if any,. imsubstanfially.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
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corresponding Reserve Credit Agreement, if;any;, to'be determined and approved by delivery of the
Pricing Confirmation;
WHEREAS; pursuant to, the:,Program;each`participating:,lssuer will be responsible-for
its share of (a) the fees of the Trustee andahe;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 (wfiich sfiall be
payable: from, among othersources,'investmentearningson=the.•Reserve Fund and moneys in the Costs
of Issuance Fund established and,held under',the'lndenture), the`Issuer's allocable share of all Predefaulf
Obligations and the Issuer's ReimbursementOtiligations, if any (each as defined in the Indenture);
WHEREAS, pursuant t_o'the-Program each participating,;ISsuer will 6e responsible for
its share of the fees of'the Reserve Trustee and the costs of issuing the applicable Series of°Reserve
Bonds, all such costs!and fees being payable'from the proceeds of the applicable Series of Bonds! (or, with
respect to cdsts 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
Authoriryto pdretiase, in the case of each~:Pool of Notes, the Series of Bonds which will be secured by
the Indenture to which such Pool will"be!assigped;
WHEREAS, it,is necessary,taengage the servcescof certain professionals to assist the
Local Agency in'its 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 aze;true and correct.
Section 2. Authorization of Issuance: This Legislative Body hereby determines to
borrow solely,for the purpose of'anticipating axes,'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
1995-1996, by the issuance of a note in the Principal Amount under Sections 53850 et sec . of the Act,
designated the Local Agency's "1995=1996 Tax and' Revenue Anticipation Note" (the "Note'), to be
issued in the form of one,fully registered note.atae PrincipaLAmountsthereof, to be dated the date of
its deliveryto the'initial purchaser thereof,,fo:matute{withouboption of prior redemption) not more than
thirteen .months thereafter on a date indicated on the face thereof and determined in the Pricing
Confirmation (the "Maturity Date"); and to bear interest; payable ar:maturity and computed upon the
basis of a 360=day year consisting'of twelve 30-day~months, at a ratenot to exceed" fen percent (10%)"per
annum as determi'n'ed im;the.Pricing Confirmation and indicated onthe face ofthe Note (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 (other an the Reserve-Eund) secures the Note in whole or in part
and all principal of and ntereston the.Note is notpaid in full at maturity or payment of principal of and
interest on the. Note `is paid (in whole or in part) by a draw under, payment by or claim upon a Credit
Instrument which draw, payment or'claim is not fully.. reimbursed: on such date,. such Note shall become
a.Defaulted Note (as defined in elndenture), and the unpaid portion^(including the interest component,
if applicable) thereof (or the portion (including;the interest climponent,'if applicable) thereof with respect
to which a Credit Instrument applies~for which reimbursement on°a draw, paymentor claim has not been
fully made) shall be deemed outstanding and shall continueao beaz. interest thereafrer until paid at the
Default.Rate (as defined in thedndenture): Ifthe Credit Instrument is,the-lteserve 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 fullyreimbursed by the,Reserve Principal Payment
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Date (as defined in the Indentute), 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 theinterest component, if applicable) with respect to-which the Reserve Fund applies for which
reimbursement%on a Drawing has not.begn fully made) shall be deemed outstanding and shall` continue
to bear interest"thereafer'until paid ar-,,thee-DefaultiRate: If the Note or the Series-of Bonds issued in
connection with the Note; is unsecured in,whole oCin'part andithe Note is not fully paid at maturity,.the
unpaid portion thereof (orthe portion thereof,to which no Credifdnstrumenrapplies which is unpaid) shall
be deemed outstanding and shall continue,ao beat' interest thereafter until paid at the Default. Rate. In
each case serforth. in the preceding three sentences; the otiligation.of the Local Agency with respectfo
such Defaulted. Note o;'unpaid Note shall not be a debt or liability of the' Local Agency prohibited by
Article XVI, Section 18 of the,California Constitution and.the Local Agency shall not be liatile thereon
except to, the extenrrof any,availa6le revenues atfributable to Fiscal Year 1995-1996, as. provided in
Section 8 hereof. The percentage of the'Nofe to which a Gredit.Instrument, if-any, applies (the "Secured.
Percentage") Shallbe equal to the{amounY:of the Credit Instrument divided by the aggregate amouht of
unpaid principal of and interest on the unpaid notes-(orportions.thereof) of all Issuers, expressed'as a
percentage (but not greater than 100.%) as o£thematurity,date. The percentage of the Note"to which the
Reserve Credit Instrument,- if any, applies (the. "Secured Reserve Percentage") shall be equal fo 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 tha: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, but only .upon surrender thereof, at the corporate-frost office of U.S. Trust
Company of California, N.A. ih Los Angeles, Califdrnia.
The'Note shall be issued in conjunction with the.~note or- hotes 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 sutistance`sefforth in"Exhibit A.as attached`lieretaand
by reference incorporated herein, Ehe'blanks in said forms to be filled in with appropriate words .and
figures.
Section 4. Sale ofSNote;?Delegation: The Note hall 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 `hereb a roved: The authorized re resentatives set forth in Section. 25 hereof the
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"Authorized Representatives") are 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, uch approval to be-condusively evidenced by his, or her execution .and
delivery thereof; provided; however, thafthe 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 change's thereto as such Authocized Representative
shall approve, such approval`to be conclusively evidenced.by his or her. execution and delivery: thereof;
provided, however, ttiat'the interest rate' on the Note shall'.,not exceed (g percent-(_%) per annum, the
discounton the Note; when added to the.Local.Agency's!share"of tfiexosts of issuance of the Bonds;-shall
not exceed. one percent' (1.0%), .and: the Principal Amount shall not exceed the Maximum Amounf of
Borrowing:, Delivery of an,,executed copy of the Pricing Confirination.by fax ortelecopy shall be deemed
:effective execution and delivery'for all purposes.
LAI-92431.1 E%ISTING CSCDA MEMBER RESOLUTION,
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Section.5. Proeram Approval: Thee. Pricing Confirmation shall indicate whether and'
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what type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply.
The formsof Indenture„alternative general=typesand forms of C>•edit Agreements if any,
and alternative-general types and forms_ oflReserve 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 Agreement§,
if applicable, which shall be identified in the PricingjConfirmatioh,;iil substantially one or=more of•said
forms with such changesaherein;asthe Authorized Representafive,whoexecutesthe Pricing Confirmation
shall require: "or approve (substantally final forms of the Indenture, -the Ctedih Agreement and, if
applicable, the Reserve Credit Agreement;are to be'delivered,to:,tfie Authorized Representative concurrent
with the Pricing Confirmation), such,appioval:ofthgi Authorized'Reptesentative and'this Legislative-Body.
to be conclusively evidenced`by the execution of the Pricing: Confirmation: If the Cretlt Agreement
identified in'the Pricing Confirmation is the Reserve Indenture, it'is acknowledged thatthe Authoritywill
issue the Reserve, Bonds pursuant o and as; provided `in the Reserve Indenture as finally executed.
Any one of the Authorized Representatives ofUie.Local Agency is hereby authorized and
directed to provide the Underwriter with' such information relating to the Local. Agency as, the
Underwriter shall reasonably request for .inclusion in the Preliminary'Official Statement and Offcial
Statement ofthe.Authority. Upon inclusionofithe informationrelatingto the Local Agency;therein, the:
Preliminary Official Statement and Official `Statement or such other offering. document is; except' for
certain omissions;permittedby Rule ISc2-12•ofthe Securities'Exchange Act of 1934,: as amended .(the.
"Rule'.),'herehydeemed final within the: meaning ofthe' Rule'wittr,respect to the Local Agency and any
Authorized Representative of the Local Agency is authorizedao•execute a.certificate to such effect. If;
at any time prior ¢o'the end of~the underwriting period, as defined' in the; Rule, any event occurs: as a
result of which the!information confained;inthe Preliminary Official'$fafement or other offering document
relating to the Local Agency might include ah untrue'statemeat;ofa material factor omit to state any
material fact necessary to make a sfatements therein, in lightof the circumstances under which they
were made; not,msleading, the Local Agency shall promptly notify the Underwriter.
Subject to Section 8,hereof, the Local Agency hereby-agrees that ifthe Note shall become
a Defaulted-Note,, ther,unpaid portion, (including the interest component; if applicable) thereof or the
portion (including the interest component,'if applicable) to wfiich' a Credit Instrument applies for which
full reimbursementon adraw, payment or'c_lam has not beenmade by the:Maturity Date sfiall.be deemed
outstanding'and shall,norbe deemed' o tie paidluntil (i) any Credit.P.roviderproviding aCredit Instrument
with resPectto the, Noteror the Series ofBonds'issued in'connection with the Note,. has been.reiritbursed.
foragy,drawipgs, payments or claim's made under orfrom the Creditdnstrumentwi~h respect to the Note,
including.?interest accrued thereon, as ,provided therein ;and in the applicable Ctedif Agreement, and,
(ii) the holders of the Note, or Series of the Bonds issued in connection with the Ndte; are,paid%the.full
principal: amount represented by the. unsecured portion of the, Note plus interest accrued 'thereon.
(calculated;atthe 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.
'Subjectto~Section 8 hereof, the Local Agency.,hereby agrees thatif the Note shall become
a Defaulted Reserve Note, the..unpaid portion(including!the interest'component, if applicable) thereof or
the portion{including theinteresfcomponent, if applicatile);to which a+Reserve CreditInstrument; if any,
applies for which full~reimbursementon a`Drawing has,not been madeby the Reserve Principal Payment
Date shall be;-deemed outstanding and shall not be deemed paid untd; (i)~any Reserve Credit Provider
providing:a Reserve GreditsInstrument with respect to the•Reserve Bonds (against the. Reserve Fund of
which such.. Drawing was made) has been reimbursed for any Drawing or payment made under the
Reserve Credit Instrument with respect to the Note,. including .:interest accrued2fiereon, as provided
LAI'A1A3r.f rJ E%ISTING CSCDA MEMBER RESOLUTION
therein and'in the Reserve:Credit Agreement,.and'(ii)tbe holders'<ofthe Note, or Series of Bonds issued
in connection with the Note, are:paid the full, principal amount represented by'the unsecured portion of
the Note plus interest accrued. thereon (calculated at°the Default-Rate) to the- date of deposit of such
aggregate requi>-ed' atnounCwth the Trustee: For the purposes of clause (ii) of the precedingf entence,
holders of the Series ofBonds 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 be paid, in addition to the amounts payable
under the Note, any fees or expenses of-the Trustee and, to the extentpermitted• by law, if the Local
Agency's•IVote is secured in whole,'or in part by a Credit Instrumenfiand, if applicable, a Reserve Credit
Instrument (by virtue of-the fact'thab the Series of Bonds •is secured by a Credit Instrument and, if
applicable, Reserve,Bonds aze'secured,by a ltesi3rve Credit Instrument), any Predefault Obligationsand
Reimbursement Obligations (to£the extent-notpayable under the Note), (i)•'arising out of an "Event of
Default" hereunder (or:pursuant'to'Section 7 hereof) or (~i) arising;oiib"of any-other event (otherthan an
event azising solely as. a-resul~,of•orotherwise ,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 Predefault Obligationsequal to the ratio of the principal amount
of its Note'ovetthe,.aggiegate principal amounts of all .notes; including the Note, of theSeries of which
the Notesis apart, at the~time of original issuance of such Series. Such additional amounts will be paid
by the Local Agency within twenty-five (25).days of receipCby',the Local Agency of a:bill therefor from
the Trustee:
Section 6: No :TainG:061igation. 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.. Noteis a several: and not a joint obligation
and is strictly limited to the'Local Agency's repayment oliligation:under this Resolution and'the Note:
Section 7. Disposition:of Proceeds•of<Note:, A portion of the moneys received from
the sale ofthe Note in an amount,'equal to the Local.A'gency's share.ofthe 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 thg,Authority on costs of issuance:as provided in.the Indenture.
The balance of the. moneys received from the sale ofthe Note to the Authority shall be deposited'in the
Local Agency's Proceeds Subaccount heretiy authorized to be created pursuantto, 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 iC 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 subaccounfs
within the"P.roceeds'Fund', but wilCkeep records to accountsepazately forproceeds 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 1995-1996 and which are available for
payment thereof. As security for the payment. of the principal-of and interest on tne.Note, the Local
Agency hereby pledges°certain,unrestricted revenues (as bereinafterprovided, the "Pledged Revenues")
LA~'97A31.1. E) ~ EXIBTING CSCDA MEMBER.RF_SOLUTION
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which are received by'the,Local Agency`for;thesgeneral fund. of the Local Agency and are;;attributable
to Fiscal Year 1995-.1996; and the principal of "the Note and the,interesf thereon shall.consttute afirst
lien and charge thereon and shall be payal'>le:from the first'moneys received by the Local Agency-,from
such Pledged Revenues;.. and, to the~extent?not so paid, shall ae 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,33856.and 5385'7 of the,Act): The term "unrestricted revenues" shall mean all. taxes,
income, revenue (including,`but not limited to, revenue from the state and federal go4ernments), cash
receipts, and other moneys, intended as receipts for the:general fund.of the Local Agency attributable to
Fiscal Yeaz 1995-1996 and which are generally available forthe paymentof currenhexpenses and other
obligations of the Local Agency. The Noteholders, Bondholders, CreditProvider ands:: if applicable, the
Reserve Credit Provider shall have a first lien and chazge on such ;certain unrestricted revenues as
hereinafter provided which are ,recei've_d by the Local Agency and ;are -attributable to Fiscal Year.
1995-1996.
In order to effect=the pledgereferenced in the preceding pazagraph,'the Local' Agency
hereby agrees and_coyenants to establish and,maintain a specalaccountwithinthe Local Agency's`general
fund to be designated°the "199STax and Re0enue.Anticipation Nofe4Payment Account" (the "-Payment
Account") and further agrees and covenantsrto maintain the: Payment. Account until the payment"of the
principal of the.Note andae~interast thereon. Notwithstandingthe foregoing, if the Local Agency elects
to have Note proceeds invested in Permitted Investments to be held,by the Trustee pursuant to thePricing
Confirmation,:a=subaccount ofthe°PaymentA'ccount,(the "PaymentSubaccount") shalLbe 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 creafe a subaccount, but may keep a record to accounE
separately for proceeds of the Note so held and invested by theTrustee 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 agtees to transfer to and deposit in the Payment
Account the first.antounts received in the months specified inae Pricing Gonftrmation-as Repayment
Months-(each indiyidual month a "Reepayment Month" and collectively "Repayment Months") (and any
amounts received thereafter attributable to'Fiscal Year 1995-]996)kuntil the amount on deposit in the
Payment Account„ together with'the amount, if'any, on deposit in the Payment subaccount, is equal in
the respectiveRepayment Months identified in-.the Pricing Confirmation to the percentage of the principal
and interest due on e.Note at maturity specified in the-Pricing Confirmation. In making'such transfer
and deposit, the Local Agencyshall not be,required'to physicallysegregate 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 orotlier purposes, the amounts required to be
transferred,to and deposited in the;$aytnent Accountshall.nevertheless•tiesubjectto the lien"and charge
created herein., Anyone of the Authorized Representatives'of the Local Agency is hereby authorized
to±approve,the determination of the"Repayment Months and percentages+of the principal andinterest due
onahe Note at.maturityrequired to be on deposrt'in the-Paymenf•Accountand/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 conclusive evidence of approval by 'this
Legislative Body and sucfi Authorized Representative; provided, however,'that the maximum number of
Repayment Months shall be six:and the maximum amount of Eledged;Revenues required to be deposited
in each.Repayment,Month sfiall;not exceed fifty percent (50%)•,of the principal and interest due on the
Note at maturity. In the evenUOn the day in-each such Repayment~Month°that a deposit to the Payment
Accouni is reguired`to be made; the Local Agency has not received sufficient unrestricted revenues to
permit the,deposrt 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 for the
payment. ofthe principal .of the Note and the interest thereon, as and when such other moneys are
received or are otherwise legally available.
LAI-92431.1 EXISnNG,CSCDA MEMBER RESOLUTION
~F.SO.9 5 - 10 7" N C. S.
(B) Any moneys placed in the PaymentAccount;or the Payment Subaccount-shall be
for the benefit of O the holder ofthe Note and the;holders of Bonds issued in connection with the"Notes,
(ii) (to the extentprovided ih the Indenture)Ihe CrediCProvider; 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 thePayment Subaccount shall be applied only for the purposes for
which such Accounts are cleated unulthe principal of theNote and all interestthereon are paid or until
,provision has.been made forthe paymentof the ptincipal ofthe Note at maturity with interestto;maturity
(in accordance with the requirements for>defeasance ofthe Bonds as=set forth in the Indenture) and, if
applicable,.(to the extentprovided"'in the Indenture and, if applicable, the Credit Agreement)'the payment
of all PreBefault Obligations and `Reimtiursi:ment Obligations owing to the Credit. Provider and, if
applicable, the Reserve Credit Provider:
(C) The Local Agency hereby directs the Ttustee to transfer, atleast two (2) Business
Days' (as defined in the Indenture) prior to~ the Note Maturity Date.-(as defined in the Indenture), any
moneys'imthe PaymentSubaccouneto tie,Bond Payment'Fund (as definetl'in the Indenture). In addition,
at least two (2) Business Days prior to the Maturity. Date ofthe Note, the moneys in the Payment Account
shall be transferred by the Local Agency to the Trustee; to the extent necessary, to pay the principal of
and interesron -the Note of to reimburse the CreditProvider for. payments made under or pursuant to the
Credit Instrument. In the event thatmoneys in the Payment Accountand/ofhe Payment Subaccount ale
insufficient to pay the,principalbf and interest on the Note in fu1C on the Maturity Date, such moneys
shall be applied•imthe'following priority: first to pay interest oirthe Note; second to pay principal of the
Note; third to reimburse the•Ctedif Provider fot payment, if any, of interest with respecU to the NoEe;'
fourth fo reimburse the Credit Piopider for payment, if any; ofprincipal with respect to the'Note; fifth
to reimburse the 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
respectto the Note; and seventh;to pay any Reimbursement 061igations:ofthe Local. Agency and any of
the Local Agency's pro rata share of 1'redefaultOfiligations`owingao'the Credit Provider and Reserve
Credit Provider (if any) as;,applicable. Any moneys remaining in or accruing to the Payment Account
and/or the Payment Subaccountaffer the principal ofthe Note and the interest thereon and any Predefault
Obligations and'Reinibursement Obligations,•if applicable,'tiave been paid, or provision forsuch payment
has-been made; shall be transferred to the )general fund of the Local Agency, subject to any other
disposition required by the Indenture; ot,. if applicable, the°Credit Agreement. Nothing herein shall be
deemed to relieve the Local Agency from its obligation to pay its Note in full on the Maturity Date.
(D) Moneys in the. 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 underthe,terms of thelndeliture. 'Any such:investment-by the Trustee
sfialLbe for the account and risk of-tlie Local Agency, and the Local .Agency shall not be deemed to be
relieved of any.of its e6ligations with resp8ctto the-Note, the Predefault Obligations or Reimbursement
061igatioris, ;if any, by teason of -such investment-of the moneys in ,its Proceeds Subaccount or the
Payment Subaccount.
(E) At the written request. of the Credit Provider, if any, or the Reserve Credit
Provider, if any, the Local Agency shall, within ten(10) Business Days~follow.ing the receipt of such
written request, file such report orreports to evidence'ihe transferto and deposit in the Payment Account
required bq this Section 8 and ptovide such additional financial information as may be required by the
Credit Provider, if any, or the Reserve Credit Provider, ifany.
Sectiom9. Execution of Note. Any one ofthe Authorized Representatives of the Local
Agency or any other officer. designated bythe Legislative Body shall'be authorized to execute the Note
bymanual or facsimile signature and theSecretazy of Clerk of a Legislative Body of the Local Agency,
i:A 1-92431.1: ~ IXISTING CSCDA MEMBER RESOLUTION'
orany duly appointedlassistant thereto; shall`:be authorized to countersign,the Note by manualor facsimile
signature. Said Authorized Representative of the Local. Agency, is hereby aathorized to cause the blank
spaces of the.Note+to be filled in as,may' be appropriate pursuapf to the Pricing Confirmation. The
Authorized Representative is hereby authii"rued and directed to caase the Authority to assign the Note to
the Trustee, pursuant to. the terms and conditions ofthe Purchase Agreement, this Resolution and the
Indenture. Incase any Authorized Representative'whose signature shall appear on any Ndte,shall cease
to be an Authorized Representative before•.Uie delivery:of such Note, such signature shall nevertheless
be valid,and safficientfod.all purposes, the ame as:ifsach officer had remained in office until delivery.
The Note need notlieaz the seal, of the Local Agency, if any.
Section 10. ,In[entionally Left Blank. This section has been included to preserve the
sequence of.section'numbers for cross-referencing purposes.
Section 11, Representations and Covenants oftthe'Local Agencv.
The,Local .Agency makes the following representationsfor the benefit ofthe holder of
the Note, the owners of the Bonds; the Credit.Provider; if any; andae Reserve Credit Provider, if any:
(A) The L__ocal Agencyis 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 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 shall have taken all action
required to be taken by ittorauthorize tl% 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
deliver the Note:.
(C) The. issuance ofthe Note, the adoption of tfie,l3esolution and the execution and.
delivery of the Purchase Agreement, and compliance with the: provisions 'hereof and thereof do not
conflict with, breach or violate, any law,. administrative regulation, cburf 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 underblue sky or other securities laws of any state
or Section 3(a)(2)' ofthe Securities Actaof 1933,'there is no consent, approval, authorization or other
order of, orfiling with; or certification_ly~'any regulatory authotity having jurisdiction over the Local
Agency required for the issuance and sale.of the Note or the consummation 6y the Local. Agency ofthe
other transactions contemplated,bptliis'Resol_ution, except those the Local' Agency shall obtainbr perform
prior'to or upon the issuance df-the Note.
(E) The Local. Agency has (or will have prior to the issuance ofthe: Note) duly,
regalazly and properly adopted apreliminary budget for'Fiscal Year, 1995-.1996 setting; forth expected
revenues and expenditures and"has complied with all'statutory and regulatory requirements with respect
to the'adoption ofsuch;6udget: 'The;Local Agency hereby covenants that i[shall (i) duly; regularly and
properly prepare and adopt its final budget for Fiscal Yeaz` 1995-1996,, (ii) provide to the Trustee, the
Credit Provider, if any; 'the Reserve Credit Provider, if any; 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.
(F) Thersum of the principal amount ofthe Local Agency's. Note. plus. the interest
payable thereon, on tha date of its issuance, shall not exceed fifty percent (50 of the estimated; amounts
of the Local Agency's. uncollected taxes, income, revenue (including, butnot invited to, revenue from
LA]-97A3L1 9 EXISTING CSCDA:MEMEER RESOLUTION
RE30. a ' ~1-0~'~.[~.C S
s 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 1995-1996, 'all of which will be
legally available to pay principal of and'interest on the Note.
(G) The<Local Agency (i) has not defaulted'witliin'the pasftwenty (20)'yeazs, and is
not currently in default; on any debt obligation and (ii), to the best knowledge of the-Local Agency, has
never defaulted on any debt obligation.
(H) The Local Agency's most;recentaudited financial statements present fairly the
financial condition ofthe Local. Agency as oflthe date thereof and the results of operation for the period
covered thereby. Except as has been disclosed to the UnderwtiteY, the: Credit. Provider, if any, and the
Reserve Credit Provider,. if any, there has been-no change.in,the financial.conditionof the Local Agency
since.the date,of such audited financial;statements that-,will in the.reasonable opinion of the Local Agency
materially impair its ability to perform its obligations under this`-Resolution and the Note. The Local
Agency agrees to furnish to the Authority; the Underwtiter, 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 pazty may reasonably request.
(I) There is no, action, suit, proceeding; inquryor investigation, at law or i? equity,
before or by any court,; arbitrator, governmental or other board, bodyor official, pending or,•to the best
knowledge of the Local Agency; threatened against or,.affecting the'Local Agency questioning the va]idity
of any proceeding takemor to be aken by the Local Agency in:connection-with the Note, the Purchase
Agreement, the Indenture, the Credit Agreement, ifahy, ffi'e.lteserve Credit Agreement, if any, or this
Resolution, or seeking to prohibit,-restrain.or enjoin the'execution;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'. Agencys financial. condifiomor results of operations or on the
ability of the Local,Agency to contluct,its activities as presently.conducted or as proposed or contemplated
to be conducted, or would materially adversely affect-,the valiility'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 respecti~~e erms, ezcepf'as sach enforceability may
be limited by bankruptcy or other laws, affecting,creditors' rightsgenerally, the;application of equitable
principles if e9uitable;remedies are sought, the ezereise of:judicial discretion in appropriate cases and the
limitations on legal remedies..again§£local agencies, as applicable, in the State of California.
(K) The Local Agency and,its appropriate offieials.have duly taken,,:or .will take, all
proceedings necessary to betaken by them, if any; for the levy; receipt; collection and enforcement of
the Pledged Revenues in acco;dance with,law for carrying "odt'the.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+isuch pledge is subordinate in all respects to the pledge of Pledged Revenues
hereunder.
(IVI) So long as the Credit Provider, if. any, is not in .default under the Credit
Instrument or the Reserve Credit Provider, if any, is not in default under the corresponding Reserve
CreditAgreemenE, the Local Agencyhereby agrees to pay its pro rata share of all Predefault 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.
LAI"91A91°~ lO ~ 'EXISTING CSCDA":MEMBER:RESGLUTIGN
9~ ~ 0 7 ~ C~
- ~ Prior to the Maturity'Date; moneys in the Local Agency's Payment Accountand/or Payment Siibaccount
shall not be used to. make such payments. The Local Agency- shall spay such amountspromptly upon
receipCOf notice;from the;CreditProvider or'from the]Reserve Credit Eiovider, if applicable, that such
amounts aze due,to it:
(N) So long as any Bonds issued,in connectiop.with the Notes are Outstanding; or any
Predefault Obligation or Reimbursement Obligation is outstanding, the I:ocal Agency will'not create or
suffer to be created any pledge ofbr lien omthe.Note°other than thegpledge and lien=of the Indenture.
+Section.l2. 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"). Without limiting'the.generality of the,foregoing, the Local Agencyshall not
make any use of the proceedsof-the Note or:Bonds or-any othcrfunds of the.Local Agency wfiicli.would
cause the,Note or Bonds to be an `'arbitrage bond" within the meanidg of.Section f48 of the .Code,, a
"private activity bond'' within the meaning~of Section l41(a) ofahe Code, or an obligation the interest
on which is ;subject to federal income' taxation ,because "it is ""federally guazanfeed" as provided 'in
Section 149(6) 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 regulatiolis•of the United States Department
of the Treasury issued or applicable thereunder to the extent that such requirements aze, at the'time,
applicable and in effect.
(B) The Local.Agency~hereby'(i);represents'aatthe aggregate face amounrofalli ax-
exempt obligations (includingany tax~xempt,leases; but excluding private activity'bonds), issued and,to
be issued by the Local; Agency during calendar year` 1995, 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,thaf all of the,gross proceeds of the Note will 6e 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) Notwithsfanding,any other provision of this Resolution to the contrary; upoq" e
Local Agency'sfailure to observe;: or refusal to comply with, the covenants contained in this Section.l2,
no oile other than the holders or;former holders of theNote, the owners of the Bond, the Credit Provider,
ifany, the Reserve Credit Provider, if any, orthe'Trustee on theirbehalfshall be entitled to exercise any
right or remedy under this Resolution on.the.basis of the Local. Agency's failure to observe, or refusal
to comply with, such covenants.
(D) The covenants contained in this Section 12 shall survive the payment ofae Note.
Section 13..Events of'befault and Remedies.
If any of the following events occurs, it is,hereby defined as and declared to be-and to
constitute an. "Event of Default"`.
(A) Failure by the LocaLAgency to make-'orcause to be made the transfers and.
deposits to the PaymentAccount; or any other paymeiit,required to be paid hereunder, including
payment of principal, and interest on the Note, on ;or before the date op which such transfer,
' deposit=or otherpayment it due and payable;
(B) Failure;6y the Local Agency to observe and perform any covenant, condition or
agreement omits part to be observed or performed under, this"Resolution; fora period of fifteen
(15) days"after'wi•itten notice, specifying such failure and requesting that it:be remedied„is.given
LA1-92431.1 11 ERISTING CSCDA MEMBER RESOLUTION
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 warranty, 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.or any financial report Iielivered by the Local Agency or in
any instrnment furnished in compliance-with of in;ieference to this,Resolution or the Purchase
Agreement or'in connection with the.Note;. is false o; misleading in any material respect;.
(D) A petitions filed agains_tthe Local Agencypndec,any bankruptcy;;reo;ganization;
arrangement, insolvency, readjustment of'debt, dissolutionor liquidation law of any jutisdiction,
whether now or hereafter in effect and is notdismissed'within 30 days afrersuch filing, but. e
Trustee shall.have the right'to intervene inahe-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 provisionof,anybankruptcy, reorganization, azrangement, insolvency, readjustment of debt,
dissolutionorliquidationJaw of any.jurisdiction; whether now or hereafter in effect; or consents
to the filing of,any petition against it undersuch law; or
(F) The:Local Agency admits in§olvency, ot'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; br a:custodian (including wiffioutlimitation areceiver, liquidator or
trustee) of the Local Agency or' any of its. .,property is appointed by court order or takes
possession thereof and such order retrains in effect: or such possession continues for more than
30 days, but the Trustee ghall have the right to interyene,in the proceedings prior to the
expiration ofsuch thiiry (30) days-to protect its and the Bond Owners' or Noteholders' interests.
Whenever any Event-of Defaulereferred to in this Section 13 shall have happened and
be continuing, the Trnstee, as holder of the;Note, shall„inaddition to any other remedies provided herein
or by law or under the Indenture; if.applica6le,,.haye the right;; at; its option without any further demand
or notice, to take one or any combination of the following remedial steps:
(1) Withoatdeclatingthe Note to be immediately due and payable, require the Local
Agency to pay to the Trustee, as holder of the Note, an amount equal to the principal ofthe Note
and. nterestthereon to maturity, plus all other amounts due hereunder; and upon notice to the
Local' Agency the same shall become immediately due and payable bythe Local Agency without
further notice or'demand; and
(2) Take whatever other action at law ofin equity,(exceptforacceleration of payment
on ,the Note) which may appear necessary of desirable4, o collect the amounts then due and
thereafter•to become'due hereunder and under the Note or to enforce any other of its rights
hereundet.
Notwithstanding"the foregoing~ifae:Local Ageticq's',Note is secured in whole or in part
by a Credit, Instrument (other-than the Reserve Fund) or if the Credit Provider is subrogated to rights
under the Local'' Agency's.Note; as long as the Credit Provider'has noYfailed to comply with-its payment
obligationsunder`the Credit Instrument, the Credit.Provider shall have the right to direct-the remedies
upon any Eventof Default hereunder, and; ~not.withstanding the,foregoing, if a Reserve Credit Instrument
is applicable; as longias the Reserve Credit Provider has not failed tacomply with its payment obligations
LA k92431.1 ~ ~ 12 ~ ~ EXISTING CSCDA.MEMBER RESOLUTION
u..= i7. e% r Y1
-under the Reserve CreditAgreement, the Reserve CredifProvidersfiall have the right (priorto the Credit
Provider)'to directthe:"remedies upon any Event of Defaulf hereuhder; in each case so"long-as`such action
will not materially adverselyaffect the rights~ofany~Bond'Owner; and"the Credit Provider's and_Reserve
Credit Provider's (if any) prior. consent'shall be requied,to"any remedial action proposed,to' be taken by
the Trustee hereunder.
If.the CrediT:Provideris not reimbursed once Maturity Date forthe drawing, payment
or claim, as,applicable, used to pay principal of and. interest;on,the Note due.,to a defaultin'paymeht on
the Note by the Local Agency, or if-any prihcipal of or interest. on the Note remains unpaid after, the
Maturity Date; the;Note shall be a Defaulted Note, the'uripaid portioh (including the interestcomponenq
if applicable) thereof or the portion (including the:interest component; if applicable) to which a Creel[
Instrumentapplies for which; reimbursement on a dtaw, paymeht or claim has not been made shall be
deemed outstanding ahd shall bear interest atthe Default Rate-until the Local' Agency's obligation on the
Defaulted Note is paid,in full or;payment is dulyprovded for; all subject'to Section 8 hereof.
If the: Credit. Instiumentis"the Reserve Fund ahd the Reserve Bonds:.are secured by the
Reserve Credit Instrument and all' principal of and ilterest on the.Note°is not paid in full,by"theReserve
Principal. Payment Date, the Defaulted Note. shall become a Defaulted Reserve Note .arid the unpaid
portion (including the interest component, if applicable) thereof (or the. portion thereof with respect.to
which the Reserve Fund applies for whicfi reimbursement on a Drawing;tiaS notlSeen fully made) shall
be deemed outstanding ai18 sfiall bear interesc;atae:Default Rate until .the Local Agency's obligation on
the Defaulted Reserve Note is paid in full or paymerit'is duly provided for, all subject to Section 8 hereof.
$ection'14. Trustee. The,Local Agency here(iy directs grid 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 Ttustee from the Local Agency in the mannersetfortli Herein. The Local Agency hereby
covenants to depositfunds in such;account-or fund; as,applicable; .at-the time and in theamount specified.
herein to provde'sufficient moneys to payae principalof and"interest oh the Note on the day on which
it matures. Payment of the Note shall`be' ih accordance with the terms'ofthe Note and this Resolution.
Section 15. Sale ot`Note. The,Note'shall'besold to the'Authority, in accordance with
the terms of the Purchase. Agreement, hereinbefore approved; and issued. payable to the Trustee, as
assignee of the Authority.
Section 16. Intentionally Left Blank. This sectioli 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.Agehcycare hereby authorized and directed.to execute the Note and cause'the Trustee.to accept
delivery ofthe'-Note; pursuantto the terms;and conditions of the;Purchase;Agreementand the Indenture.
All actions-heretofore taken by the officers°and agents of the,Local Agency orthis Legislative Body with
respect to the .sale and !issuance of the Note and,; participation in the. Program aze hereby approved,
confirmed. and ratified and the;Authorized Representatives and agents. of the Local. Agency are-hereby
authorized ahd.directed; forand in the name and on:hehalf of.rhellSOCaI Agency, o,do'ahy and all things
and take any'and;all actions and execute any-and alt certificates; agreements and'other documents which
they, or any ofthem~,may~deem necessary or advisable in order`to consummate the7awful issuance-and
delivery"of the.Note=in:'accordance with, and related transactions contemplated by, this'Resolution. The
Authorized Representatives" of tfie Local .Agency referred to;above::in Section 4'hereof are hereby
designated as "Authorized Local Agency Representatives" underthe.Ipdenture.
LA1-92431.1 13 ~ lp EX15rMG CSCDA'MEMBER:RESOLUTION
In the-event that the:Note ora portion hereofirsecured.by aCredit Instrument, any one
of the Authorized Representatives of the Local Agency is hereby;authorized and directed to provide the
CrediCProvider and, if;applicable; the`Reserde 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 constitute a contract: between the Loca] Agency and the registered. owner of tlie; Note,
and such;provisions shall be enforceable by mandamus or any-otherappropriate suit,: action or proceeding.
atiaw or in et;uity'in any court of competentjurisdiction, andshall be irfepealatile. The Credit Provider,
if any, and the Reserve Credit Provider, if any; aze thud 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 anySeries
of Bonds to which the Note may ba assigned, e Local Agency sfiall,nothave any liability hereunder or
by reason hereof or in connection with the ransactions contemplated Hereby except to the extent payatile
from moneys available erefor as set forth in Section 8 hereof.
Section.20. ..Amendments„ AYany-time or fromtime 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, tiut 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 ofthe Local Agency in this Resolution,
other covenants and agreements to;be observedgythe Local. Agency which are not contrary to
or inconsistent with'this`Resolution as theretofore in effect;
(B) to add?to the limitations and.restrictions in this Resolution; other limitations and
restrictions to be observed by the Local Agency which are not contrary to of inconsistent with
this Resolution as theretofore in effect;
(C) to confirm, as further assurance; any pledge under, and the subjection to any )ien
or pledge created onto be created by, .this Resolution, of,any monies, securities.or funds, or to
establish any additional',funds or accounts to.be field under this Resolution;
(D)' to cure any ambiguity; supply -any omission; or cure or correct any .defect or
inconsistent provision in this Resolutiop; or
(E) to amend or supplement this Resolution in any other respect;
provided, however; that any'such,Supplemental Resolution does not adversely affecfthe interests of the
owners of'the Note or of,the Bonds issued in connection with the Notes..
Any:;modifieations or`amen8ment-of thisResolution:and of the rights and obligations. of
the Local Agency and. of the owner of the Note oi• of the Bonds issued.in connection with the Note may
be made by a SupplementalyResolution, with the written consenf'of the owners of at least a majority in
principal!amoynt of the Note and.oEthe Bonds issued_in connectionlwith the Note outstanding at the time
such consent-is given; provided, however,. that if such modification'dr amendment will, by its terms, not
take effect so;,long,as the Note of "any Bonds issued in<connecfionwith the Note remain outstanding, the
consenCof the owners of.~such Note of of,stich Bonds shall not°beriequiied. No such modification or
amendment shall permit a change in the maturity of the:Note or a-^reduction of'the principal amount
LA L97A31.1 ].4 - EXISTING CSCDA MEMBER RESOLUTION
F~
' thereofbr an extensioniof the; time of any pgyment thergon'o a reduction'ofthe rate of interest thereon,
or a change in the date or amounts of the,;pledge setrforth'in this•Resolution,,without the consent of the
owners-of such Note orthe owners of all the(Bonds;ssued in connection with the Note, orshall reduce
the percentage of the Note or Bonds tlie?consent of the owners~of which is required to effect' any such
modification or amendment, or shall change or modify any of the tights or obligations of"the Trustee
without:-its written assent thereto.
Section 21. 8evera6ility: In the event any provision of this Resolution shall be+'held
invalid 'or unehfo~cea6le by any court of competent jurisdiction, such holding shall not invalidate of
render unenforceable any other provision hereof.
LA1-92431.1 - Zrj 'IXISTING CSCDA.MEMBER RESOLUTION
~so:~:95 -,~o'7NCS
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.
Section 23. ApAOintment of Underwriter. Sutro & Co. Incorporated, Los Angeles,
California, 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 afrer its date of
adoption.
Section 25. Resolution Parameters.
(A) Name of Local Agency: CITY OF PETALUMA
(B) Maximum Amount of Borrowing: $4,000,000
(C) Authorized Representatives:
TITLE
1. City Manager
2. Finance Director
3. City Clerk
4.
[Attach form of Certification 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 Ehis Council by the Cfiarter of said City.
REFERENCE: I hemby certify the foregoing Resolution was introduced and adopted by the Approved as to
Council of the City of Petaluma at a (Regular) (ffi~d(t~ftfBFlix~d{'d~ meeting form
on the ...._1SS day of ...............1~13y.......:...........----°---......, 19.5.x.., by the' ' / -
following vote:
G~ity Attorney
AYES: Shea, Maguire, Stompe, Hamilton, Vice Mayor Read, Mayor Hilligoss
NOES: None
ABSENT: Baclas ,//,/D//// ~ ' '
A1'I`ES'f' : FBA.-~1..!`.............._'---...._.. CJ~"L~'.. - - 1~-------...
City Clerk ~ Mayor
Council Fila_3.6 .
~~x Yt1E5`O:~g ~ _l_U .7.SN C S
EXHIBIT A
i.
[NAMEOF LOCAL AGENCY]
1A95-1996 TAX AND REVENUE~ANTICIPATION NOTE, (SERIES
Date of
Interest Rate. Maturity".Date Original Issue
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
FOR VALUE•RECENED, the.Local Agency-designated above (the "Local Agency"),
acknowledges itself indebted to and promises-to payfathe registered owner identifiedrabove, or registered
assigns, on the maturity date,'set;forth above, the, principal sumspecified above in"lawful money, of,the
United States of~America, togetherlwith interest thereon'at the late of-interest specified above (the "Note
Rate"). Principal of-and interest on this"Note+are;payable_iii,such coin or currency of the~United States
as at the time of payment is legal., tender. for payment of private, and public detits, such, principal.: and
interestto be paid upon surrender hereof`at the principal corporate trust offce of U.S. Trust--Company
of California, N•.A. in Los Angeles; California, or its `successor in trust (the "Trustee"). Interest shall
be calculated':on the b_ asis of a 360-day year; consisting of`twelve 30-day months, in like7awfu( money
from the date~hereof until the maturity date specified above and, if funds• are not provided for payment
at maturity, thereafter on,the tiasis of'a 360-day°year for actual days,elap§ed until payment in full of said
principal sum. Both, the principal of and interest on'this Note; shall be payable only to the, registered
owner hereof uponsurrender of.this:Note as the same shall fall due; provided, however,. no.interest shall
be payable for any period;after maturity during which the, holderhereof fails'to properlypresentthis Note
for payment: If the~Local Agency fails to pay this Note when due or the Credit Provider (as defined in
the Resolution hereinafter described-and in that certain Indenture of Trust;,dated as of 1,
(995 (the "Indenture"); by and between°the,California Statewide Communities Development Authority
and"U.S. TrusC~:Companyof Califorma,rN.A:,,as trustee), if any; is nobreimbursed in full,for the amount
drawn on or paid' pursuant,to the Credit Instrument (as defined in the Resolution and the Indenture) to
pay all or a portion (including the'interest,component, if applicable) of this Note on tfie date of such
payment, this Note-shall become a Defaulted"Note=(as defined in,;the;;Resolution.and the.;Indentureand
with the consequences lset forth in the Resolution and the,Indenture, including;. without limitation, aat
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 isaereby certified, recited 'and declared that;thi5 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
authonty•of Article 7,6 (commencing with Section 53850) of Chapter 4; Pazt 1, Division 2, T,it1e 5 of
the California Government Code(coll`ectively; the ".Resolution"); to all of the provisions and limitations
of which the owner ofthis Note, by acceptance hereof;"assents<and agrees..
The principalof the Note; together with the'inteiestthereop,„shall be'payablefrom taxes,
income;. revenue, cast! receipts~and other moneys whichaze receved'by the Local Agency for thegeneral
fund of the Local- Agency and. ;are attribu'talile to Fiscal Year 1995 1996.and wfiich aze ayailable~for
payment thereof. As security for the payment of the=principal.of'and interest on the Note; the Local
Agency has pledged the; first amounts of unrestncted revenues ofae Local Agency received, on the last
day of -and. _ (and any,amounts:received thereafter attributable to Fiscal Year .1995:-1996) until
the amount on'deposit in the Payment Account (as:defined in the Resolution), together with available
amounts, if_any, on deposit in thea?ayment Subaccouht (as"defined`n the Resolution) in each such month,
is equal to'the'correspondingparcentages of p~incipal:ofand interest due on the Note at maturity set forth
in the Pricing Confirmation (as defined in the'Resolution) (such,pledged amounts being'hereinafter called
the "Ptedged:Revenues");,and the principal'of the Note and the interest thereon shall,constitute afirst lien
and.charge thereon and shalt be payable from the Pledged'Revenues; and to the extent not so paid shall
If--more [hen one'Series Qf,Bonds,is,issued under the..Prog~n in Fiscal Year 1995-1996 end if theNote is pooled with
.notes issued by. o[her,lssuers (asdefined-:imtlie Resolution).
'IA I-92431!1 A- 1 EXISTWG.CSCDAMEMBER RESOLUTION
9 ~ - i ~ ~~~-cs
be paid from any other moneys of the~Local Agency- lawfully available therefor as set forth in the
Resolution. The full faith and creditof the'Local Agency is not pledged to the paymentofthe principal
of or interest on this Note.
The Local Agency and .the Trtistee may deem and treat the registered owner hereof as
the absolute owner hereoffor the purpose;of receiving payment of or on account of°prihcipal hereof and
interesbdue hereon and for'all other purposes; and`the'Local Agency and the Trustee shall not beaffected
by any notice to the contrary:
It is hereby certified that all'of the condrtions,.things and acts required to exist, to have
happened and to have been performed precedent to and in the ,issuance of this Note do; exist, have
happened and have been performed in due,,tiine, form. and:manner~as required by the Constitution and
statutes of the State of California and that"the amount of this'.Note, ogether with all other indebtedness
of the Local Agency, does not exceed any limit prescribed, 6ythe Constitution or statutes of the State of
California.
IN R'ITNESS WHEREOF, the Legislative.Body of the Local Agency-has caused. this
Note ao 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 ofthe date of'authentication set forth below.
[NAME OF LOCAL AGENCY]
By
Title:
Countersigned
By
Title:
LAI-92431.1 A-2 E7(ISTING CSCDA MEMBER RESOLUTION
ff8ES0.9 5 - 1 0 7.N C`S