HomeMy WebLinkAboutResolution 45-95 CITY OF ATASCADERO
LOCAL AGENCY RESOLUTION
NUMBER 45-9 5
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING OF
FUNDS FOR FISCAL YEAR 1995-1996; THE ENTERING INTO
AN AMENDED AND RESTATED JOINT EXERCISE OF
POWERS AGREEMENT; THE ISSUANCE AND SALE OF
A 1995-19% TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
ffll"Ii local agencies are authorized by Section 53850 to 53858, both inclusive,
of the Government Code of the State of California (the "Act") (being Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes;
yam, the legislative body (the "Legislative Body") of the local agency specified
in Section 25 hereof(the "Local Agency") has determined that a sum (the "Principal Amount"), not to
exceed the Maximum Amount of Borrowing specified in Section 25 hereof, which Principal Amount is
to be confirmed and set in the Pricing Confirmation (as defined in Section 4 hereof), is needed for the
requirements of the Local Agency, to satisfy obligations of the Local Agency, and that it is necessary that
said Principal Amount be borrowed for such purpose at this time by the issuance of a note therefor in
anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by
the Local Agency for the general fiend of the Local Agency attributable to its fiscal year ending June 330,
1996 ("Fiscal Year 1995-1996");
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 appears, and this Legislative Body hereby finds and determines, that the
Principal Amount, when added to the interest payable thereon, does not exceed eighty-five percent(85%)
of the estimated amount of the uncollected taxes, income, revenue(including,but not limited to, revenue
from the state and federal governments), cash receipts and other moneys of the Local Agency attributable
to Fiscal Year 1995-1996 and available for the payment of the principal of the Note and the interest
thereon;
WE�REAS, no money has heretofore been borrowed by or on behalf of the Local
Agency through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt
of, or payable from or secured by, taxes, income,revenue, cash receipts or other moneys for Fiscal Year
-1995-1996;
pursuant to Section 53856 of the Act,certain moneys which will be received
by the Local Agency during and attributable to Fiscal Year 1995-1996 can be pledged for the payment
of the principal of the Note and the interest thereon (as hereinafter provided);
Copyright, 1995, Orrick, Herrington &Sutcliffe. All rights reserved.
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WHDREAS, 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,the"Issuers")will simultaneously issue tax and revenue.
anticipation notes;
WEUMEAS, the Program requires the participating Issuers to sell their tax and revenue
anticipation notes to the California Statewide Communities Development Authority (the "Authority")
pursuant to note purchase 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;
SAS,the Authority,in consultation with Sutro&Co.Incorporated,as underwriter
for the Program (the "Underwriter"), will form one or more pools of notes(the "Pooled Notes") and
assign each note to a particular pool (the "Pool") and sell a series (the "Series") of bonds (the "Bonds")
_ secured 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, and the Local Agency hereby acknowledges and
approves the discretion of the Authority to assign the Note to such Pool and such Indenture as the
Authority may determine;
WHEREAS, as additional security for the owners of each Series of Bonds, all or a
portion of the payments by all of 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 separate bond issue issued for such purpose(the "Reserve Fund")or other credit instrument
(or instruments) (collectively, the "Credit Instrument") issued by the credit provider or credit providers
designated in the Indenture, as finally executed (collectively, the "Credit Provider"), pursuant to a credit
agreement or agreements or commitment letter or letters or, in the case of the Reserve Fund, an indenture
(the "Reserve Indenture") (collectively,the "Credit Agreement")between(i) in the case of an irrevocable
letter (or letters) of credit or policy (or policies) of insurance, the Authority and the respective Credit
Provider and (ii) in the case of the Reserve Fund, the Authority and U.S. Trust Company of California,
N.A., as trustee of the Reserve Indenture (the "Reserve Trustee");
VVHFREAS, if, as designated in the Pricing Confirmation, the Credit Instrument is the
Reserve Fund, bonds issued pursuant to the Reserve Indenture (the "Reserve Bonds")may, as indicated
in the Pricing Confirmation, be secured by an irrevocable letter of credit or policy of insurance or other
credit instrument(the"Reserve Credit Instrument") issued by the credit provider identified in the Reserve
Indenture as finally executed (the "Reserve Credit Provider"), pursuant to a credit agreement or
commitment letter (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;
WEUME.AS, 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 of the Program each participating Issuer approves the Indenture, the
alternative forms of Credit Agreements, if any, and the alternative forms of Reserve Credit Agreements,
if any, in substantially the forms presented to the Legislative Body, with the final form of Indenture, type
of Credit Instrument and corresponding Credit Agreement and type of Reserve Credit Instrument and
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corresponding Reserve Credit Agreement, if any, to be determined and approved by delivery of the
Pricing Confirmation;
WJE, pursuant to the Program each participating Issuer will be responsible for
its share of(a) the fees of the Trustee and the costs of issuing the applicable Series of Bonds, and (b),
if applicable, the fees of the Credit Provider, the fees of the Reserve Credit Provider (which shall be
payable from, among other sources, investment earnings on the Reserve Fund and moneys in the Costs
of Issuance Fund established and held under the Indenture), the Issuer's allocable share of all Predefault
Obligations and the Issuer's Reimbursement Obligations, if any (each as defined in the Indenture);
WHEREAS, pursuant to the Program each participating Issuer will be responsible for
its share of the fees of the Reserve Trustee and the costs of issuing the applicable Series of Reserve
Bonds, all such costs and fees being payable from the proceeds of the applicable Series of Bonds(or, with
respect to costs and fees of the Reserve Credit Provider, as may otherwise be provided in the Reserve
Indenture);
AS, 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 will be assigned;
WHEREAS, it is necessary to engage the services of certain professionals to assist the
Local Agency in its participation in the Program;
WE EREAS, in order to participate in the Program, the Authority requires that the Local
Agency enter into and execute the Amended and Restated Joint Exercise of Powers Agreement Relating
to the California Statewide Communities Development Authority, dated June 1, 1988 (the "Amended
Agreement"), pursuant to which the Authority is in existence and operates;
WE S, there is now before this Legislative Body a form of the Amended
Agreement; and
WSTREAS, this Legislative Body, following careful review and consideration, hereby
determines that it is in the public interest and for the public benefit of the Local Agency to enter into and
authorize the execution of the Amended Agreement;
NOW, THEREFORE, the Legislative Body hereby finds, determines,-declares and
resolves as foilows:
Section 1. Recitals. This Legislative Body hereby finds and determines that all the
above recitals are true and correct.
Section Z. 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
1995-1996, by the issuance of a note in the Principal Amount under Sections 53850 etseq. 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 at the Principal Amount thereof, to be dated the date of
its delivery to the initial purchaser thereof, to mature(without option 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 at maturity 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
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annum as determined in the Pricing Confirmation and indicated on the face of the 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 than 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 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 the Indenture), and the unpaid portion(including the interest component,
if applicable)thereof(or the portion('including the interest component, if applicable)thereof with respect
to which a Credit Instrument applies for which reimbursement on a draw, payment or claim has not been
fully made) shall be deemed outstanding and shall continue to bear interest thereafter until paid at the
Default Rate(as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve
Bonds issued to fiord the Reserve Fund are secured by the Reserve Credit Instrument and a Drawing(as
defined in the Indenture)pertaining to the Note is not fully reimbursed by the Reserve Principal Payment
r Date (as defined in the Indenture), such Note shall become a Defaulted Reserve Note (as defined in the
Indenture), and the unpaid portion(including the interest component, if applicable) thereof(or portion
(including the interest component,if applicable)with respect to which the Reserve Fund applies for which
reimbursement on a Drawing has not been fully made) shall be deemed outstanding and shall continue
to bear interest thereafter until paid at the Default Rate. if the Note or the Series of Bonds issued in
connection with the Note is unsecured in whole or is 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 respect to
such Defaulted Note or unpaid Note shall not be a debt or liability of the Local Agency prohibited by
Article XVI, Section 18 of the California Constitution and the Local Agency shall not be liable thereon
except to the extent of any available revenues attributable to Fiscal Year 1995-1996, as provided in
Section 8 hereof. The percentage of the Note to which a Credit Instrument, if any, applies(the "Secured
Percentage") shall be equal to the amount of the 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 df the
United States of America, but only upon surrender thereof, 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
ed hereto and
coupons and shall be substantially in the form and substance set forth in Exhibit A as attach
P � Y
by reference incorporated herein, the blanks in said forms to be filled in with appropriate words and
figures.
Section 4. Sale of Note: Delegation. The Note shall be sold to the Authority pursuant
to the Purchase Agreement. The form of the Purchase 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
"Authorize 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
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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 cue 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
discount on the Note, when added to the Local Agency's share of the costs of issuance of the Bonds, shall
not exceed one percent (1.096), and the Principal Amount shall not exceed the Maximum Amount of
Borrowing. Delivery of an executed copy of the Pricing Confirmation by fax or telecopy shall be deemed
effective execution and delivery for all purposes.
_- Section Prog= Approval. The Pricing Confirmation shall indicate whether and
what type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply.
_ The forms of Inde,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 identified 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 Agreement are to be delivered to the Authorized Representative concurrent
with the Pricing Confirmation),such approval of the Authorized Representative and this Legislative Body
to be conclusively evidenced by the execution of the Pricing Confirmation. If the Credit Agreement
identified in the Pricing Confirmation is the Reserve Indenture, it is acknowledged that the Authority will
issue the Reserve Bonds pursuant to and as provided in the Reserve Indenture as finally executed.
Any one of the Authorized Representatives of the 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 Official
Statement of the Authority. Upon inclusion of the information relating to the Local Agency therein, the
Preliminary Official Statement and Official Statement or such other offering document is, except for
certain omissions permitted by Rule I5c2-12 of the Securities Exchange Act of 1934, as amended (the
"Rule"), hereby deemed final within the meaning of the Rule with respect to the Local Agency and any
Authorized Representative of the Local Agency is authorized to execute a certificate 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 Underwriter.
Subject to 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 been made by the Maturity Date shall be deemed
outstanding and shall not be deemed to be paid until(i) any Credit Provider providing a Credit 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, are paid the full
principal amount represented by the unsecured portion of the Note plus interest accrued thereon
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(calculated at the Default Rate)to the date of deposit of such aggregate required amount with the Trustee.
For purposes of clause (ii) of the preceding sentence, holders of the Series of Bonds will be deemed to
have received such principal amount upon deposit of such moneys with the Trustee.
Subject to 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(including the interest component, if applicable)to which a Reserve Credit Instrument, if any,
applies for which full reimbursement on a Drawing has not been made by the Reserve Principal Payment
Date shall be deemed outstanding and shall not be deemed paid until (i) any Reserve Credit.Provider
providing a Reserve Credit Instrument with respect to the Reserve Bonds (against the Reserve Fund of
which such Drawing was made) has been reimbursed for any Drawing or payment made under the
Reserve Credit instrument with respect to the Note, including interest accrued thereon, as provided
therein and m the Reserve Credit Agreement, and C7 the holders of the Note, or Series of Bonds issued
in connection with the Note, are paid the full principal amount represented by the unsecured portion of
the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such
aggregate required amount with the Trustee. For the purposes of clause(ii) of the preceding sentence,
holders of the Series of Bonds will be deemed to have received such principal amount upon deposit of
such moneys with the Trustee.
The Local Agency agrees to pay or cause to be 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 Instrument 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 are secured by a Reserve Credit Instrument), any Predefault Obligations and
Reimbursement Obligations (to the extent not payable under the Note), (i) arising out of an "Event of
Default" hereunder (or pursuant to Section 7 hereof)or(ii) arising out of any other event(other than an
event arising solely as a result of or otherwise attributable to a default by any other issuer). In the case
described in (ii) above with respect to Predefault Obligations, the Local Agency shall owe only the
percentage of such fees, expenses and Predefauit Obligations equal to the ratio of the principal amount
of its Note over the aggregate principal amounts of all notes, including the Note, of the Series of which
the Note is a part, at the time of original issuance of such Series. Such additional amounts will be paid
by the Local Agency within twenty-five(25) days of receipt by the Local Agency of a bill therefor from
the Trustee.
Section 6. No JointOft ligation. The Note will be issued in conjunction with a note or
notes of one or more other Issuers, assigned to secure a Series of Bonds. In all cases, the obligation of
the Local Agency to make payments on or in respect to its Note is a several and not a joint obligation
and is strictly limited to the Local Agency's repayment obligation under this Resolution and the Note.
Section 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 share of the costs of issuance(which shall
include any fees and expenses in connection with any Credit Instrument (and the Reserve Credit
Instrument, if any) applicable to the Note or Series 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 of issuance as provided in the Indenture.
The balance of the moneys received from the sale of the Note to the Authority shall be deposited in the
Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held and invested
by the Trustee under, the 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 are hereby pledged to the payment of the Note. The Trustee will not create subaccounts
within the Proceeds Fund, but will keep records to account separately for proceeds of the Bonds allocable
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to the Local Agency's Note on deposit in the Proceeds Fund which shall constitute the Local Agency's
Proceeds Subaccount.
Section S. Source of Payment.
(A) The principal amount of the Note, together with the interest thereon, shall be
payable from taxes, income, revenue (mciuding, 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 the Note, the Local
Agency hereby pledges certain unrestricted revenues (as hereinafter provided, the "Pledged Revenues")
which are received by the Local Agency for the general fund of the Local Agency and are attributable
to Fiscal Year 1995-1996, and the principal of the Note and the interest thereon shall constitute a first
lien and charge thereon and shall be payable from the first moneys received by the Local Agency from
such Pledged Revenues, and, to the extent not so paid, shall be paid from any other taxes, income,
revenue, cash receipts and other moneys of the Local Agency lawfully available therefor(all as provided
for in Sections 53856 and 53857 of the Act). The term "unrestricted revenues" shall mean all taxes,
income, revenue (including, but not limited to, revenue from the state and federal governments), cash
receipts, and other moneys, intended as receipts for the general fund of the Local Agency attributable to
Fiscal Year 1995-1996 and which are generally available for the payment of current expenses and other
obligations of the Local Agency. The Noteholders, Bondholders, Credit Provider and, if applicable, the
Reserve Credit Provider shall have a first lien and charge on such certain unrestricted revenues as
hereinafter provided which are received by the Local Agency and are attributable to Fiscal Year
1995-1996.
In order to effect the pledge referenced in the preceding paragraph, the Local Agency
hereby agrees and covenants to establish and maintain a special account within the Local Agency's general
fund to be designated the "1995 Tax and Revenue Anticipation Note Payment Account" (the "Payment
Account") and further agrees and covenants to maintain the Payment Account until the payment of the
principal of the Note and the interest thereon. Notwithstanding the foregoing, if the Local Agency elects
to have Note proceeds invested in Permitted Investments to be held by the Trustee pursuant to the Pricing
Confirmation, a subaccount of the Payment Account(the "Payment Subaccount")shall be established for
the Local Agency under the Indenture and proceeds credited to such account shall be pledged to the
payment of the Note. The Trustee need not create a subaccount, but may keep a record to ackount
_ separately for proceeds of the Note so held and invested by the Trustee which record shall constitute the
Local Agency's Proceeds Subaccount. Transfers from the Payment Subaccount shall be made in
accordance with the Indenture. The Local Agency agrees to transfer to and deposit in the 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 Year 1995-1996) until the amount on deposit in the
Payment Account, together with the amount, if any, on deposit 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 at maturity specified 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 charge
created herein. Any one of the Authorized Representatives of the Local Agency is hereby authorized
to approve the determination of the Repayment Months and percentages of the principal and interest due
on the Note at maturity 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
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Pricing Confirmation, such execution and delivery to be conclusive evidence of approval 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 principal and interest due on the
Note at maturity. In the event on the day in each such Repayment Month that a deposit to the Payment
Account is required to be made, the Local Agency has not received sufficient unrestricted revenues to
permit the deposit into the Payment Account of the full amount of Pledged Revenues to be deposited in
the Payment Account from said unrestricted revenues in said month, then the amount of any deficiency
shall be satisfied and made up from any other moneys of the Local Agency lawfully available for the
payment of the principal of the Note and the interest thereon, as and when such other moneys are
received or are otherwise legally available.
(B) Any moneys placed in the Payment Account or the Payment Subaccount shall be
for the benefit of(i) the holder of the Note and the holders of Bonds issued in connection with the Notes,
(ii) (to the extent provided in the Indenture) the Credit Provider, if any, and (iii) (to the extent provided
in the Indenture and, if applicable, the Credit Agreement) the Reserve Credit Provider, if any. The
moneys in the Payment Account and the Payment Subaccount shall be applied only for the purposes for
which such Accounts are created until the principal of the Note and all interest thereon are paid or until
provision has been made for the payment of the principal of the Note at maturity with interest to maturity
(in accordance with the requirements for defeasance of the Bonds as set forth in the Indenture) and, if
applicable, (to the extent provided in the Indenture and, if applicable, the Credit Agreement)the payment
of all Predefault Obligations and Reimbursement Obligations owing to the Credit Provider and, if
applicable, the Reserve Credit Provider.
(C) The Local Agency hereby directs the Trustee to transfer, at least two(2)Business
Days (as defined in the indenture) prior to the Note Maturity Date (as defined in the indenture), any
moneys in the Payment Subaccount to the Bond Payment Fund(as defined in the Indenture). In addition,
at least two (2)Business Days prior to the Maturity Date of the 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 interest on the Note or to reimburse the Credit Provider for payments made under or pursuant to the
Credit Instrument. In the event that moneys in the Payment Account and/or the Payment Subaccount are
insufficient to pay the principal of and interest on the Note in full on the Maturity Date, such moneys
shall be applied in the following priority: first to pay interest on the Note; second to pay principal of the
Note; third to reimburse the Credit Provider for payment, if any, of interest with respect to the Note;
fourth to reimburse the Credit Provider for payment, if any, of principal 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
respect to the Note; and seventh to pay any Reimbursement Obligations of the Local Agency and any of
the Local Agency's pro rata share of Predefault Obligations owing to the Credit Provider and Reserve
Credit Provider (if any) as applicable. Any 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 provision for 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 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 under the terms of the Indenture. Any such investment by the Trustee
shall be for the account and risk of the Local Agency, and the Local Agency shall not be deemed to be
relieved of any of its obligations with respect to the Note, the Predefault Obligations or Reimbursement
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Obligations, 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 Credit Provider, if any, or the Reserve Credit
Provider, if any, the Local Agency shall, within ten (10) Business Days following the receipt of such
written request, file such report or reports to evidence the transfer to and deposit in the Payment Account
required by this Section 8 and provide such additional financial information as may be required by the
Credit Provider, if any, or the Reserve Credit Provider, if any.
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 of the Legislative Body of the Local Agency,
or any duly appointed assistant thereto,shall be authorized to countersign the Note by manual or facsimile
signature. Said Authorized Representative of the Local Agency, is hereby authorized to cause the blank
spaces of the Note to be filled in as may be appropriate pursuant to the Pricing Confirmation. The
Authorized Representative is hereby authorized and 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 shall appear on any Note shall cease
to be an Authorized Representative before the delivery of such Note, such signature shall nevertheless
be valid and sufficient for all purposes, the same 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.` Intentionally Left Blank. This section has been included to preserve the
sequence of section numbers for cross-referencing purposes.
Section 11. Representations and Covenants of the Local Agencv.
The Local Agency makes the following representations for the benefit of the holder of
the Note, the owners of the Bonds, the Credit Provider, if any, and the Reserve Credit Provider, if any:
(A) The Local Agency is duly organized and existing under 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 it to authorize the issuance and delivery of the Note and the performance of its
obligations thereunder, and (ii) the Local Agency has full legal right, power and authority to issue and
deliver the Note.
(C) The issuance of the Note, the adoption of the Resolution and the execution and
delivery of the Purchase Agreement, and compliance with the provisions hereof and 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 Section 3(a)(2) of the Securities Act 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 for the issuance and sale of the Note or the consummation by the Local Agency of the
other transactions contemplated by this Resolution,except those the Local Agency shall obtain or perform
prior to or upon the issuance of the Note.
E AWOM64.1 9 NMCSCDA 11CMM8R RESOLUTION
0000-':10
(E) The Local Agency has (or will have prior to the issuance of the Note) duly,
regularly and properly adopted a preliminary budget for Fiscal Year 1995-1996 setting forth expected
revenues and expenditures and has complied with ail 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 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) The sum of the principal amount of the Local Agency's Note plus the interest
payable thereon,on the date of its issuance, shall not exceed fifty percent(50%)of the estimated amounts
of the Local Agency's uncollected taxes, income, revenue (including, but not Iimited 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 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 within the past twenty(20) years, 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.
(I) 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 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 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 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 parry may reasonably request.
(1) There is no action, suit,proceeding, inquiry or investigation,at law or in equity,
before or by any court, arbitrator, governmental or other board, body or official, pending or, to the best
knowledge of the Local Agency, threatened against or affecting the Local Agency questioning the validity
of any proceeding taken or to be taken by the Local Agency in connection with the Note, the Purchase
Agreement, the Indenture, the Credit Agreement, if any, the Reserve 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 Agency's financial condition or results of operations or on the
ability of the Local Agency to conduct its activities as presently conducted or as proposed or contemplated
to be conducted, or would materially adversely affect the validity or enforceability of, or the authority
or ability of the Local Agency to perform its obligations under, the Note, the Purchase Agreement, the
Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this Resolution.
(J) Upon issuance -of the Note and execution of the Purchase Contract, this
Resolution, the Purchase Contract and the Note will constitute legal, valid and binding agreements of the
Local Agency, enforceable in accordance with their respective terms, except as such enforceability may
be limited by bankruptcy or other laws affecting creditors' rights generally, the application of equitable
principles if equitable remedies are sought,the exercise of judicial discretion in appropriate cases and the
limitations on legal remedies against local agencies, as applicable, in the State of California.
(K) The Local Agency and its appropriate officials have duly taken, or will take, all
proceedings necessary to be taken by them, if any, for the levy, receipt, collection and enforcement of
UI-1002&.1 10 NSwCSCDA b UDj
the Pledged Revenues in accordance with law for carrying out 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 such pledge is subordinate in all respects to the pledge of Pledge. Revenues
hereunder.
(M) 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
Credit Agreement, the Local Agency hereby 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.
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 are due to it.
(N) So long as any Bonds issued in connection with the Notes are Outstanding,or any
Predefault Obligation or Reimbursement Obligation is outstanding, the Local Agency will not create or
suffer to be created any pledge of or lien on the Note other than the pledge and lien of the Indenture.
Section 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"). Without limiting the generality of the foregoing,the Local Agency shall not
make any use of tate proceeds of the Note or Bonds or any other funds of the Local Agency which would
cause the Note or Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, a
"private activity bond" within the meaning of Section 141(a) of the Code, or an obligation the interest
on which is subject to federal income taxation because it is "federally guaranteed" as provided in
Section 149(b) of the Code. The Local Agency, with respect to the proceeds of the Note, will comply
with all requirements of such sections of the Code and all regulations of the United States Department
of the Treasury issued or applicable thereunder to the extent that such requirements are, at the time,
applicable and in effect.
(B) The Local Agency hereby(i)represents that the aggregate face amount of all tax-
exempt obligations(including any tax-exempt leases, but excluding private activity bonds),issued and to
be issued by the Local Agency during calendar year 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 that all of the gross proceeds of the Note will be expended no later than the day that
is six months after the date of issuance of the Note so as to satisfy the requirements of Section
148(f)(4)(B) of the Code.
(C) Notwithstanding any other provision of this Resolution to the contrary, upon the
Local Agency's failure to observe, or refusal to comply with, the covenants contained in this Section 12,
no one other than the holders or former holders of the Note,the owners of the Bond,the Credit Provider,
if any, the Reserve Credit Provider, if any, or the Trustee on their behalf shall be entitled to exercise any
tight 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 of the Note.
LA1-100264.1 NEWCSCDA SER RESOLUTION
0000+x.z
Section 1 . Events of Default 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 Local Agency to make or cause to be made the transfers and
deposits to the Payment Account, or any other payment required to be paid hereunder, including
payment of principal and interest on the Note, on or before the date on which such transfer,
deposit or other payment is due and payable;
(B) Failure by the Local Agency to observe and perform any covenant, condition or
agreement on its part to be Observed or performed under this Resolution, for a period of fifteen
(15)days after written notice, specifying such failure and requesting that it be remedied, is given
to the Local Agency by the Trustee, the Credit Provider, if applicable, or the Reserve Credit
Provider, if applicable, unless the Trustee and the Credit Provider or the Reserve Credit
Provider, if applicable, 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 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 the Note, is false or misleading in any material respect;
(D) A petition is filed against the Local Agency under any bankruptcy,reorganization,
arrangement, insolvency,readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect and is not dismissed within 30 days after such filing, but the
Trustee shall have the right to intervene in the proceedings prior to the expiration of such thirty
(30) days to protect its and the Bond Owners' (or Noteholders') interests;
(E) The Local Agency files a petition in voluntary bankruptcy or seeking relief under
any provision of any bankruptcy, reorganization, arrangement, insolvency,readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents
to the filing of any petition against it under such law; or
(F) The Local Agency admits insolvency or bankruptcy or is generally not paying its
debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for
the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or
trustee) of the Local Agency or any of its property is appointed by court order or takes
possession thereof and such order remains in effect or such possession continues for more than
30 days, but the Trustee shall have the right to intervene in the proceedings prior to the
expiration of such thirty(30)days to protect its and the Bond Owners' or Noteholders' interests.
Whenever any Event of Default referred to in this Section 13 shall have happened and
be continuing,the Trustee, as holder of the Note, shall, in addition to any other remedies provided herein
or by law or under the Indenture, if applicable, have the right, at its option without any further demand
or notice, to take one or any combination of the following remedial steps:
(1) Without declaring the 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 of the Note
and interest thereon to maturity, plus all other amounts due hereunder, and upon notice to the
LA1-1002&.1 1.2 NEwCSCDA MEMBER RESOLUTION 22
0000~3
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 in equity(except for 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.
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 Credit Provider is subrogated to rights-
under the Local Agency's Note, as long as the Credit Provider has not failed to comply with its payment
obligations under the Credit Instrument, the Credit Provider shall have the right to direct the remedies
upon any Event of Default hereunder,and,not withstanding the foregoing,if a Reserve Credit Instrument
is applicable, as long as the Reserve Credit Provider has not failed to comply with its payment obligations
under the Reserve Credit Agreement, the Reserve Credit Provider shall have the right(prior to the Credit
Provider)to direct the remedies upon any Event of Default hereunder, in each case so long as such action
will not materially adversely affect the rights of any Bond Owner, and the Credit Provider's and Reserve
Credit Provider's (if any) prior consent shall be required to any remedial action proposed to be taken by
the Trustee hereunder.
If the Credit Provider is not reimbursed on the Maturity Date for the drawing, payment
or claim, as applicable, used to pay principal of and interest on the Note due to a default in payment on
the Note by the Local Agency, or if any principal of or interest on the Note remains unpaid after the
Maturity Date, the Note shall be a Defaulted Note, the unpaid portion(including the interest component,
if applicable) thereof or the portion (including the interest component, if applicable) to which a Credit
Instrument applies for which reimbursement on a draw, payment or claim has not been made shall be
deemed outstanding and shall bear interest at the Default Rate until the Local Agency's obligation on the
Defaulted Note is paid in full or payment is duly provided for, all subject to Section 8 hereof.
If the Credit Instrument is the Reserve Fund and the Reserve Bonds are secured by the
Reserve Credit Instrument and all principal of and interest on the Note is not paid in full by the Reserve
Principal Payment Date, the Defaulted Note shall become a Defaulted Reserve Note and the unpaid
portion (including the interest component, if applicable) thereof (or the portion thereof with respect to
which the Reserve Fund applies for which reimbursement on a Drawing has not been fully made) shall
be deemed outstanding and shall bear interest at the Default Rate until the Local Agency's obligatibn on
the Defaulted Reserve Note is paid in full or payment is duly 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 principal of the Note when such become due and payable, from amounts
received by the Trustee from the Local Agency in the manner set forth herein. The Local Agency hereby
covenants to deposit funds in such account or fund, as applicable, at the time and in the amount specified
herein to provide sufficient moneys to pay the principal of and interest on the Note on the day on which
it matures. Payment of the Note shall be in accordance with the terms of the Note and this Resolution.
ecdon 15. Sale of Note. The Note shall be sold to the Authority, in accordance with
the terms of the Purchase Agreement, hereinbefore approved, and issued payable to the Trustee, as
assignee of the Authority.
Section 16. Auuroval and Execution of Amended Agreement. The Amended
Agreement is hereby approved and any one of the Authorized Representatives of the Local Agency is
hereby authorized and directed to execute the Amended Agreement, with such changes, insertions and
t.ai-100264.i 13 xEwcscfla auE�� „�
omissions as may be approved by such official and the Secretary or Clerk of the Local Agency is hereby
authorized and directed to attest the same.
Section 17. Annrovat of Actions. The aforementioned Authorized Representatives of
the Local Agency are hereby authorized and directed to execute the Note and cause the Trustee to accept
delivery of the Note, pursuant to the terms and conditions of the 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 and agents of the Local Agency are hereby
authorized and directed, for and in the name and on behalf of the Local Agency, to do any and all things
and take any and all actions and execute any and all certificates, agreements and other documents which
they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and
delivery of the Note in accordance with, and related transactions contemplated by, this Resolution. The
Authorized Representatives of the Local Agency referred to above in Section 4 hereof are hereby
designated as "Authorized Local Agency Representatives" under the Indenture.
In the event that the Note or a portion thereof is secured by a Credit Instrument, any one
of the Authorized Representatives of the Local Agency is hereby authorized and directed to provide the
Credit Provider and, if applicable, the Reserve Credit Provider, with any and all information relating to
the Local Agency as such Credit Provider or Reserve Credit Provider may reasonably request.
Section 18. Rroceedims 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 shall be enforceable by mandamus or any other appropriate suit,action or proceeding
at law or in equity in any court of competent jurisdiction,and shall be irrepealable. The Credit Provider,
if any, and the Reserve Credit Provider, if any, are third party beneficiaries of the provisions of this
Resolution and the Note.
Section 19. Limited Liability. Notwithstanding anything to the contrary contained
herein or in the Note or in any other document mentioned herein or related to the Note or to any Series
of Bonds to which the Note may be assigned, the Local Agency shall not have any liability hereunder or
by reason hereof or in connection.with the transactions contemplated hereby except to the extent payable
from moneys available therefor as set forth in Section 8 hereof.
Section 20. Am dments. 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 to be observed by the 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 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;
LA 1-100264.1 14 NEWCSCDA MIM Mt R(�MLUT^^��ION
000025
(D) to cure any ambiguity, supply any omission, or cure or correct any defect or
inconsistent provision in this Resolution; or
(E) to amend or supplement this Resolution in any other respect;
Provided, however, that any such Supplemental Resolution does not adversely affect the interests of the
owners of the Note or of the Bonds issued in connection with the Notes.
Any 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 consent of the owners of at least a majority in
principal amount of the Note and of the Bonds issued in connection with the Note outstanding at the time
such consent is given;provided,however, that if such modification or amendment will,by its terms, not
take effect so long as the Note or any Bonds issued in connection with the Note remain outstanding, the
consent of the owners of such Note or of such Bonds shall not be required. No such modification or
amendment 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 interest thereon,
or a change in the date or amounts of the pledge set forth in this Resolution, without the consent of the
owners of such Note or the owners of all the Bonds issued in connection with the Note, or shall reduce
the percentage of the Note or Bonds the consent of the owners of which is required to effect any such
modification or amendment, or shall change .or modify any of the rights or obligations of the Trustee
without its written assent thereto.
Section 21_ Severability. In the event any provision of this Resolution shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
LAI-100264.1 is NEWCSCDA MEMBER RESOLTMON
0000~:6
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.
ecti n 23. ADpointmt 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 after its date of
adoption.
Section 25. Resolution Paramos.
(A) Name of Local Agency: CITY OF ATASCADERO
(B) Maximum Amount of Borrowing: $1,300,000
(C) Authorized Representatives:
'I'1'ILE
1. Mayor
2. City Manger
3. Finance Director
4. City Treasurer
On motion by Councilperson Highland and seconded by Councilperson Luna, the
foregoing Resolution is hereby adopted in its entirety on the following roll call vote:
AYES: Councilmembers Carden, Highland, Johnson, Luna and Mayor Bewley
NOES: None
ABSENT: None
ADOPTED: May 23, 1995
4LEERICE,
: CITY OF ATASCADERO
By:
City Clerk R. DAVID BEWLEY, Mayor
APPROVED AS TO FORM:
AR HER R. 3N ND N, City Attorney
EXHIBIT A
(NAME OF LOCAL AGENCY]
1995-1996 TAX AND REVENUE ANTICIPATION NOTE, (SERIES -J='
Date of
Interest Rate Maturity Date Original Issue
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
FOR VALUE RECEIVED, the Local Agency designated above (the "Local Agency"),
acknowledges itself indebted to and promises to pay to the registered owner identified above, or registered
assigns, on the maturity date set forth above, the principal sum specified above in lawful-money of the
United States of America, together with interest thereon at the rate of interest specified above(the "Note
Rate"). Principal of and interest on this Note are payable in such coin or currency of the United States
as at the time of payment is legal tender for payment of private and public debts, such principal and
interest to 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 trust (the "Trustee"). Interest shall
be calculated on the basis of a 360-day year, consisting of twelve 30-day months, in like lawful money
from the date hereof until the maturity date specified above and, if funds are not provided for payment
at maturity, thereafter on the basis of a 360-day year for actual days elapsed 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 upon surrender of this Note as the same shall fall due; provided,however, no interest shall
be payable for any period after maturity during which the holder hereof fails to properly present this Note
for payment. 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, dared as of 1,
1995 (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 reimbursed in full for the amount
drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution and the Indenture) to
pay ail or a portion (including the interest component, if applicable) of this Note on the date of such
payment, this Note shall become a Defaulted Note (as defined in the Resolution and the Indenture and
with the consequences set forth in the Resolution and 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 certified, recited and declared 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 Section 53850) of Chapter 4, Part 1,Division 2, Title 5 of
the California Government Code (collectively, the "Resolution"), to all of the provisions and limitations
of which the owner of this Note, by acceptance hereof, assents and agrees.
The principal of the Note;together with the interest thereon, shall be payable from taxes,
income, revenue, cash receipts and other moneys which are received by the Local Agency for the general
Rind 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 the Note, the Local
Agency has pledged the first amounts of unrestricted revenues of the 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 the Payment Subaccount(as defined in the Resolution)in each such month,
is equal to the corresponding percentages of principal of and 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 "Pledged Revenues"), and the principal of the Note and the interest thereon shall constitute a first lien
and charge thereon and shall be payable from the Pledged Revenues, and to the extent not so paid shall
-/ If more than one Series of Bonds is issued under the Program in Fiscal Year 1995-1996 and if the Note is pooled with
noes issued by other Issuers (as defined in the Resolution).
LAI-100264.1 A-1 NEWCSCAA hMOTsR RESOOL�I1MOppN
0000 118
be paid from any other moneys of the Local Agency lawfully available therefor as set forth in the
Resolution. The fall faith and 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 the registered owner hereof as
the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and
interest due hereon and for all other purposes,and the Local Agency and the Trustee shall not be affected
by any notice to the contrary.
It is hereby certified that all of the conditions,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 time, form and manner as required by the Constitution and
statutes of the State of California and that the amount of this Note, together with all other indebtedness
of the Local Agency, does not exceed any limit prescribed by the Constitution or statutes of the State of
California.
IN WITNESS 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:
LAI-100264.1 A-2 NEWCSCDA SER RESOLUTION
PURCHASE AGREEIV 3M
THIS PURCHASE AGREEMENT (the "Purchase Agreement"), dated as of the
purchase date (the "Purchase Date") specified in Exhibit A attached hereto and made a part hereof,
entered into by and between the signatory local agency designated in Exhibit A(the "Local Agency") and
the California Statewide Communities Development Authority(the "Authority"), for the sale and delivery
of the principal amount specified in Exhibit A of the Local Agency's 1995-1996 Tax and Revenue
Anticipation Note(the "Note")to be issued in conjunction with the notes of other Issuers(as hereinafter
defined) participating in the Program(as hereinafter defined), as determined in the Pricing Confirmation
(as hereinafter defined), pooled with notes of other Issuers and 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 (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;
VAS, the legislative body of the Local Agency (the "Legislative Body") has
heretofore adopted its resolution finding that the Local Agency needs to borrow funds in its fiscal year
ending June 30, 1996 ("Fiscal Year 1995-1996") 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 to Fiscal Year 1995-1996;
WElEREAS, on the resolution date set forth in Exhibit A, the Local Agency adopted(as
specified in Exhibit A) a resolution or resolutions (collectively or singularly, as applicable, the
"Resolution") authorizing the issuance and sale of the Note in the name and on behalf of the Local
Agency;
WHEREAS, the Local Agency 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 form one or more pools of notes(the
"Pooled Notes") and assign each note to a particular pool (the"Pool") and sell a Series of Bonds secured
by each Pool pursuant to an indenture, dated as of July 1, 1995(the "indenture"), by and between the
Authority and U.S. Trust Company of California, N.A.. (the "Trustee"), and sell each such Series to
Sutro & Co. Incorporated, as representative of the underwriters of the Program (collectively, the
"Underwriter");
WHEREAS, if so indicated in Exhibit A, the payment by the Local Agency of its Note
will be secured in whole or in part Goindy,but not severally, with nates of the other participating Issuers
assigned to the same Series of Bonds)by a 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");
01995, Orrick, Harrington & Sutcliffe. All rights reserved.
1.A1-190267.1
WHEREAS, such Credit Instrument may be issued pursuant to a reimbursement
agreement, commitment letter, indenture or other agreement (the "Credit Agreement") as identified in
Exhibit A;
WHEREAS, in order to participate in the Program, the Local Agency has agreed to be
responsible for its share of the fees and expenses of the Trustee, and, if applicable, the Credit Provider
and the costs of issuing the Bonds, and the costs, if applicable, of issuing the Credit Instrument, which
anticipated fees, expenses and costs of issuance will be deducted from the purchase price set forth in
Exhibit A and which unanticipated fees, expenses and costs of issuance will be billed to the Local Agency
as the same may arise;
WHEREAS, the costs of issuance which will be deducted from the purchase price set
forth in Exhibit A for the Local Agency shall not exceed one percent (1%) of the principal amount of
each Note; and
WHEREAS, pursuant to the Program, the Authority is submitting this offer to purchase
the Note pursuant to this Purchase Agreement;
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Obligation to Purchase. Upon the terms and conditions and in reliance upon
the representations, warranties and agreements set forth herein, the Authority shall purchase from the
Local Agency, and the Local Agency shall sell to the Authority, the Note, as described herein and in the
Resolution.
Section 2. Purchase Price. The purchase price of the Note shall be the purchase price
set forth in the pricing confirmation attached hereto as Exhibit A(the "Pricing Confirmation"). The Note
shall bear interest at an interest rate per annum set forth in the Pricing Confirmation, which is hereby
agreed to by and between the Authority and the Local Agency by its duly authorized representative
executing this Purchase Agreement on behalf of the Local Agency.
Section 3. Adjustmeirts to Principal Amount of Note and Purmbase Price. The
Authority and the Local Agency hereby agree that the principal amount of the Note purchased by the
Authority and sold to the Authority by the Local Agency pursuant to this Purchase Agreement may be
reduced, as determined by the Authority and each Local Agency, based upon the advice of Orrick,
Herrington & Sutcliffe ("Bond Counsel"), in order that the proceeds produced from such sate of such
Note will be an amount which will not be subject to either (i) yield restriction(in order for interest to
be excluded from gross income under Section 103 of the Internal 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 this section.
Section 4. Delivery of and Payment for the Note. The delivery of the Note (the
"Closing") shall take place at 8:00 a.m., California time, on the closing date set forth in the Pricing
Confirmation or at such other time or date as may be mutually agreeable to the Local Agency, the
Authority and the Underwriter, at the Los Angeles office of Orrick, Herrington&Sutcliffe or such other
place as the Local Agency, the Authority and the Underwriter shall mutually agree. At the Closing, the
Local Agency shall cause the Note to be delivered to the Authority, duly executed and authenticated,
together with the other documents hereinafter mentioned, and the proceeds of the purchase price of the
Note set forth in the Pricing Confirmation shall be deposited in an amount indicated in the Pricing
LAI-IOM67.1 2
000031
Confirmation as the Deposit to Proceeds Fund which shall be held by the Trustee for the Local Agency
and the remainder in the Costs of Issuance Fund held thereunder.
If at any time prior to 90 days after the Closing Date, any event occurs as a result of
which information relating to the Local Agency included in the official statement of the Authority relating
to the Series of Bonds to which the Note is assigned (the "Official Statement") contains an untrue
statement of a material fact or omits to state any material fact necessary to make the statements therein
in light of the circumstances under which they were made, not misleading, the Local Agency shall
promptly notify the Authority and the Underwriter thereof, and if, in the opinion of the Authority or the
Underwriter, such event requires the preparation and publication of a supplement or amendment to the
Official Statement, the Local Agency shall cooperate with the Authority and the Underwriter in the
preparation of an amendment or supplement to the Official Statement in a iorm and in a manner approved
by the Authority and the Underwriter, and all reasonable expenses incurred thereby shall be paid by the
Local Agency.
Section 5. The Note. The Note shall be issued in substantially the form set forth in the
Resolution, without coupons in the full principal amount set forth in Exhibit A.
Section 6. Representations and Warranties of the Local Agency. The Local Agency
represents and warrants to the Authority and the Underwriter that:
(a) All representations and warranties set forth in the Resolution are true and correct
on the date hereof and are made for the benefit of the Authority and the Underwriter as if set forth
herein.
(b) The information relating to the Local Agency included in the Official Statement does
not contain any untrue statement of a 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 not misleading.
(c) A copy of the Resolution has been delivered to the Authority and the Underwriter,
and the Resolution will not be amended or repealed without the consent of the Authority and the
Underwriter, which consent will not be unreasonably withheld.
(d) The Local Agency acknowledges that the Authority is authorized to execute the
Indenture, to assign the Note to the Trustee under the Indenture and to issue the Series of Bonds pursuant
to the Indenture.
(e) The Local Agency shall provide the required Payment Account Deposit Certification
(upon a request therefor) in accordance with Section 5.06 of the Indenture.
Section 7. Conditions Precedent to the Closing. Conditions precedent to the Closing
are as follows:
(a) The execution and delivery of the Note consistent with the Resolution.
(b) Delivery of a legal opinion addressed to the Local Agency (with a reliance letter
addressed 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.
LAI-IOM67.1 3
0000;32
(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 delivery of the Note, in form and substance
acceptable to Bond Counsel.
(d) Approval by the Credit Provider of the credit of the Local Agency and inclusion
of the Local Agency's Note in the assignment, together with notes of other Issuers, to a Series of Bonds,
to secure the Series of Bonds, which approval in the event the Credit Instrument is the Reserve Fund shall
be evidenced by the issuance of an "SP-1+" rating with respect to the applicable Series of Bonds by
Standard&Poor's Ratings Group.
(e) Delivery of each certificate, document, instrument and opinion required by the
agreement between the Authority and the Underwriter for the sale by the Authority and purchase by the
Underwriter of the Series of Bonds to which the Pooled Note is assigned.
(f) Delivery of such other certificates, instruments or opinions as Bond Counsel may
deem necessary or desirable to evidence the due authorization, execution and delivery of documents
- pertaining to this transaction and the legal, valid and binding nature thereof or as may be required by the
Credit Agreement, as well as compliance of all parties with the terms and conditions thereof.
Section S. Events Permitting the Authority to Terminate. The Authority may
terminate its obligation to purchase the Note at any time before the Closing if any of the following
Occurs:
(a) Any legislative, executive or regulatory action (including the introduction of
legislation) or any court decision which, in the judgment of the Authority, casts sufficient doubt on the
legality of obligations such as the Note, and the tax-exempt status of interest on obligations such as the
Bonds, so as to impair materially the marketability or to reduce materially the market price of such
obligations;
(b) Any action by the Securities and Exchange Commission or a court which would
require registration of the Note, the Bonds or any instrument securing the Note or Bonds under the
Securities Act of 1933,as amended, in connection with the public offering thereof, or qualification of
the Resolution or the Indenture under the Trust Indenture Act of 1939, as amended;
(c) Any restriction on trading in securities, or any banking moratorium, or the
inception or escalation of any war or major military hostilities which, in the judgment of the Authority,
substantially impairs the ability of the Underwriter to market the Bonds; or
(d) The Underwriter terminates its obligation to purchase the Series of Bonds to
which the Note is assigned pursuant to its agreement with the Authority for the purchase of such Series
of Bonds.
Neither the Underwriter nor the Authority shall be responsible for the payment of any
fees, costs or expenses of the issuance, offering and sale of the Local Agency's Note except the
Underwriter shall be responsible for California Debt Advisory Commission fees and for its own internal
costs. The fees, costs and expenses that are categorized in the "Costs of Issuance" definition in the
Indenture shall be paid from the Costs of Issuance Fund. The Local Agency shall pay any additional
costs attributable to it as set forth in the Resolution other than the fees, costs and expenses so payable
from the applicable Costs of Issuance Fund.
LAt-1OM67.1 ¢
"00+ 033
Section 9. Indemnification. To the extent permitted by law, the Local Agency agrees
to indemnify and hold harmless the Authority and the Underwriter and each person, if any, who controls
(within the meaning of Section 15 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 arising out of any statement or information in the Preliminary Official Statement
or in the Official Statement(other than statements or information regarding an Issuer other than the Local
Agency) that is untrue or incorrect in any material respect or the omission or alleged omission therefrom
of any statement or information(other than statements or information regarding an Issuer other than 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 Agreement. 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 to the Underwriter under the Purchase
Agreement shall be given in writing to Sutro & Co. Incorporated, 555 South Flower Street, Suite 3400,
Los Angeles, CA 90071, Attention: Catherine W. Bando. 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:Secretary. Any notices to be given to the Local Agency shall be given
in writing to the address specified in Exhibit A.
Section 12. No Assignment. The Purchase Agreement has been made by the Local
Agency and the Authority, and no person other than 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, warranties and agreements contained in the Purchase
Agreement shall survive 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 execution of the Pricing Confirmation by the Local Agency, and
the Purchase Agreement, including the Pricing Confirmation, shall be valid,binding and enforceable from
and after the time of such effectiveness.
Section 15. Severability. In the event any provision of the Purchase Agreement shall
be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
Section 16. Headings. Any headings preceding the text of several sections hereof shall
be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they
affect its meaning, construction or effect.
Section 17. Execution in Counterparts. This Purchase Agreement may be executed
and entered into in several counterparts,each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
ta1-10067.1 5
000034
IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to
be executed by their duly authorized representatives as of the Purchase Date set forth in Exhibit A
attached hereto and incorporated herein.
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
By
Member of the Commission
of the Authority
LAI-IOM67.1 6
000035
EXHIBIT A
PRICING CONFIRMA=N
Name of Local Agency: CITY OF ATASCADERO
Address of Local Agency:
Principal Amount of Note: $
Interest Rate (Note Rate):
Net Interest Cost (NIC):
Default Rate:
Purchase Price
(including costs
of issuance):
Less:
Costs of Issuance:
Credit Instrument Cost:
Deposit to Proceeds
Account:
Resolution Date
of Local Agency:
Purchase Date:
Closing Date:
Maturity Date:
Repayment Date:
First Pledge Month:
Pledge Amount:
Pledge Percentage:
Second Pledge Month:
Pledge Amount:
Pledge Percentage:
Reserve Requirement:
Series of Bonds to which
Note will be assigned:
Note/Series of Bonds Secured
by Credit Instrument: ,yes no
Type of Credit Instrument:
Credit Provider:
Credit Agreement:
If Credit Instrument is the Reserve Fund,
is there a Reserve Credit Instrument? yes ` no
L.Ai-100267.1 A-1
000036
By initialing the box at the end of this paragraph, 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 during the 1995
calendar year, including the Note, all other notes and bonds, and all tax-exempt leases, executed or
delivered during the 1995 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 in Attachment I.
(Do not wire 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 Guaranteed 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 ATASCADERO
By
Authorized Representative
Please initial the box at the end of Paragraph No. 16 only if applicable to the Local Agency.
€ai-100267.1 A-2
00003'7
Resolution No. 45-95
Exhibit A
SPECIAL ASSESSMENT FOR ROLL YEAR 1994/95
FUND: 1835 - ATAS MARCHANT A/D
ASSESSMENT NO. ASSESSMENT AMOUNT
031, 381,007 428.00
031,381, 009 428. 00
031, 381,010 428.00
031,381, 020 428. 00
031,381, 032 428.00
031, 381,036 428. 00
031, 381,046 428. 00
031,381,051 428. 00
031, 381,052 428. 00
031, 381, 053 428.00
031, 381, 055 428.00
031,381, 059 428. 00
031,381,061 428.00
031,381,062 428.00
031, 381,063 428.00