HomeMy WebLinkAboutAgenda Report - May 19, 1993 (63)os
CITY OF LODE COUNCIL COMMUNICATION
AGENDA TITLE: Tax and Revenue Anticipation Note
MEETING DATE: May 19, 1993
PREPARED BY: Finance Director
RECOMMENDED ACTION: 1. That the City Council by motion authorize the Mayor to
enter into an agreement with the California Statewide
Communities Development Authority (CSCDA) to issue
"Tax and Revenue Anticipation Notes" (TRANs).
2. That the City Council approve the attached resolution authorizing the borrowing of $4,000,000
for Fiscal Year 1993-94 and issuance and sale of a 1993-94 Tax and Revenue Anticipation Note
as a participant in the "California Cash Flow Financing Program".
3. That the City Council authorize by motion the Mayor to execute the attached resolution
BACKGROUND INFORMATION: The League of California Cities and the California State
Association of Counties have joined together to provide a
Pooled Tax and Revenue Anticipation Note Program. The
program is being offered through the California Statewide
Communities Development Authority, a joint powers authority established to assist California
communities with financing programs. Upon becoming a member of the California Statewide
Communities Development Authority, the City of Lodi will be able to participate in the California Cash
Flow Financing Program for Fiscal Year 1993-94. The advantages of this financing program include:
* Reduced issuance expenses because expenses are shared.
* The ability to attain the highest short term credit rating available through the Joint
Powers Authority issuing structure.
* Increased market access resulting in lower interest cost.
* Effective and efficient standardized documentation and credit criteria.
* Streamlined issuance process resulting in less work for the City.
Tax and Revenue Anticipation Notes
Tax and revenue anticipation notes (TRANS) are issued to eliminate cash-flow deficits in the general fund
and other unrestric�ed funds before receipt of taxes and other revenues during the same fiscal year. In
addition to eliminating cash-flow deficits, benefits include: (1) increased cash balances available for
investment; (2) interest rates on TRANS are typically 1.5% to 4% below available reinvestment rates;
APPROVE6J-�
THOMAS A. PETERSON recycled pap«
City Manager
Mon
_ In the present fiscal crises faced by California cities, Tax and revenue anticipation notes are becoming
increasingly popular as a means to raise revenues. This is the only financing vehicle which the Federal
and State government allow local agencies to retain investment earnings from borrowed monies.
Financing Team
Following a competitive bid process, CSCDA assembled a financing team to be managed by Sutro & Co.
Incorporated, acting as the managing underwriter of the program. Sutra has considerable experience
working with issuers of tax and revenue anticipation notes and pioneered pooled TRANS programs in
California.
Orrick Herrington & Sutcliff will act as bond counsel for the program. Orrick is a nationally recognized
law firm which specializes in tax exempt municipal finance, is the largest such law firm in California,
and has considerable experience in the area of pooled TRANS programs.
HB Capital will serve as Financial Advisor for the CSCDA program and will coordinate. the efforts of
the financing team, and the League of California Cities.
Legal Structure
Each participant in the CSCDA program will issue an individual note obligation. The note obligation
must be authorized by resolution of the City Council as directed by Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 under Section 53580 of the California Government Code. The City will be
responsible for the repayment of its note obligation and has no responsibility for the repayment of notes
issued by other participants in the program. The following timetable has been adopted by CSCDA for
participants:
Date Action
April City completes Credit Questionnaire and prepares cash flow statements.
April - May City Council approval
May 31, 1993 City completes Closing Questionnaire
June Establish interest rate, prepare and sign closing documentation
July 1, 1993 Closing and delivery of funds to City
Documentation Required by CSCDA
Exhibit A is the "Amended and Restated Joint Exercise of Powers Agreement Relating to the California
Statewide Communities Development Authority" which must be approved by the City Council and signed
by the Mayor.
Exhibit B is the model "Local Agency Resolution" required by Bond Counsel and which must be
approved by the City Council at the scheduled meeting May 19, 1993 and signed by the Mayor.
Exhibit C is the "Indenture" by and between the U.S. Trust Company of California, N.A. and the
California Statewide Communities Development Authority provided as information only. The Indenture
will be completed by CSCDA July 1, 1993. No action is required by the City.
Exhibit D is the "Purchase Agreement" which will be completed in June after pricing. No action needed
at this time but will require the signature of the Mayor in late June.
ANALYSIS
Due to the uneven pattern of revenues and expenditures in the General Fund, the General Fund
periodically has a cash deficit. This necessitates the internal borrowing from other funds, which in turn
lowers the interest income to the City.
This situation is common among municipal governments. An increasing practice among cities is to issue
a Tax and Revenue Anticipation Note (TRAM). The TRAN can be issued for an amount that will
alleviate the deficit in the General fund. The use of a TRAN recognizes that the deficit is only a
temporary condition caused by the difference in revenues and expenditures and that the General Fund will
be able to provide for the payback before the end of the fiscal year.
The advantage of using a IRAN as opposed to internal borrowing is that the City can sell the TRAN at
a lower interest rate than the City is earning on its investments. Although driven by market conditions,
the net income to the City should be roughly 2% of the outstanding TRAN. If the City issues a TRAN
for $4 million, the additional interest income to the General Fund will be $65,000 which is not subject
to rebate.
FISCAL IldFACT
The proposed TRAM will be issued for a period of 12 months. The General Fund will recognize interest
income to the extent dhat interest earnings exceed interest expense and issuance cost. Staff expects that
this will be approximately $65,000 (Exhibit E). Included are the cash flow projections and general fund
revenue projections for Fiscal Year 1993-94.
COORDINATION
This report with attachments has been reviewed and approved by the City Attorney
H.D. Flynn
Finance Director
Attachments
Exhibit A - Amended and Restated Joint Exercise of Powers Agreement
Exhibit B - A Resolution of the Lodi City Council Authorizing the Borrowing of Funds
Exhibit C - Draft Indenture
Exhibit D - Purchase Agreement
Exhibit E - TRAN 1993-94 Earnings (estimated)
AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
THIS AGREEMENT, dated as of June 1, 1988, by and
among the parties executing this Agreement (all such parties,
except those which have withdrawn in accordance with Section
13 hereof, being herein referred to as the "Program
Participants"):
WITNESSETH
WHEREAS, pursuant to Title 1, Division 7, Chapter S
of the Government Code of the State of California (the "Joint
Exercise of Powers Act"), two or more public agencies may by
agreement jointly exercise any power common to the contracting
parties; and
WHEREAS, each of the Program Participants is a
"public agency- as that term is defined in Section 6500 of the
Government Code of the State of California, and
WHEREAS, each of the Program Participants is
empowered to promote economic development, including, without
limitation, the promotion of opportunities for the creation or
retention of employment, the stimulation of economic activity,
and the increase of the tax base, within its boundaries; and
WHEREAS, a public entity established pursuant to
the Joint Exercise of Powers Act is empowered to issue
industrial development bonds pursuant to the California
Industrial Development Financing Act (Title 10 (commencing
with Section 91500 of the Government Code of the State of
California)) (the "Act") and to otherwise undertake financing
programs under the Joint Exercise of Powers Act or other
applicable provisions of law to promote economic development
through the issuance of bonds, notes, or other evidences of
indebtedness, or certificates of participation in leases or
other agreements (all such instruments being herein
collectively referred to as "Bonds"); and
WHEREAS. in order to promote economic development
within the State of California, the County Supervisors
Association of California ("CSAC"), together with the
California Manufacturers Association, has established the
Bonds for Industry program (the "Program").
WHEREAS, in furtherance of the Program, certain
California counties (collectively, the "Initial Participants")
have entered into that certain Joint Exercise of Powers
Agreement dated as of November 18, 1987 (the "Initial
Agreement"), pursuant to which the California Counties
Industrial Development Authority has been established as a
separate entity under the Joint Exercise of Powers Act for the
purposes and with the powers specified in the Initial
Agreement; and
WHEREAS, the League of California Cities ("LCC")
has determined to join as a sponsor of the Program and to
actively participate in the administration of the Authority;
and
WHEREAS, the Initial Participants have determined
to specifically authorize the Authority to issue Bonds
pursuant to Article 2 of the Joint Exercise of Powers Act
("Article 2") and Article 4 of the Joint Exercise of Powers
Act ("Article 40), as well as may be authorized by the Act or
other applicable law; and
WHEREAS, the Initial Participants desire to rename
the California Counties Industrial Development Authority to
better reflect the additional sponsorship of the Program; and
.� WHEREAS, each of the Initial Participants has
determined that it is in the public interest of the citizens
within its boundaries, and to the benefit of such Initial
Participant and the area and persons served by such Initial
Participant, to amend and rest.te in its entirety the Initial
Agreement in order to implement the provisions set forth
above; and
WHEREAS, it is the desire of the Program
Participants to use a public entity established pursuant to
the Joint Exercise of Powers Act to undertake projects within
their respective jurisdictions that may be financed with Bonds
issued pursuant to the Act, Article 2, Article 4, or other
applicable provisions of law; and
WHEREAS, the projects undertaken will result in
significant public benefits, including those public benefits
set forth in Section 91502.1 of the Act, an increased level of
economic activity, or an increased tax base, and will
therefore serve and be of benefit to the inhabitants of the
jurisdictions of the Program Participants;
NON, ?HEREFORE, the Program Participants, for and
in consideration of the mutual promises and agreements herein
contained, do agree to amend and restate the Initial Agreement
in its entirety to provide as follows:
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Section I. Purpose.
This Agreement is made pursuant to the provisions of
the Joint Exercise of Powers Act, relating to the joint
exercise of powers cocrsnon to public agencies, in this case
being the Program Participants. The Program Participants each
possess the powers referred to in the recitals hereof. The
purpose of this Agreement is to establish an agency for, and
with the purpose of, issuing Bonds to finance projects within
the territorial limits of the Program Participants pursuant to
the Act, Article 2, Article 4, or other applicable provisions
of law; provided, however that nothing in this Agreement shall
be construed as a limitation on the rights of the Program
Participants to pursue economic development outside of this
Agreement, including the rights to issue Bonds through
industrial development authorities under the Act, or as
otherwise permitted by law.
Within the various jurisdictions of the Program
Participants such purpose will be accomplished and said powers
exercised in the manner hereinafter set forth.
Section 2. Tom.
This Agreement shall become effective in accordance
" with Section IS as of the date hereof and shall continue in
full force and effect for a period of forty (40) years from
the date hereof, or until such time as it is terminated in
writing by all the Program Participants; provided, however,
that this Agreement shall not terminate or be terminated until
the date on which all Bonds or other indebtedness issued or
caused to be issued by the Authority shall have been retired,
or full provision shall have been made For their retirement,
including interest until their retirement date.
Section 3. Authority.
A. CREATION AND POWERS OF AUTHORITY.
(1) Pursuant to the Joint Exercise of Powers Act, there
is hereby created a public entity to be known as the
"California Statewide Communities Development Authority" (the
"Authority"), and said Authority shall be a public entity
separate and apart from the Program Participants. Its debts,
liabilities and obligations do not constitute debts,
liabilities or obligations of any party to this Agreement.
B. COMMISSION.
The Authority shall be administered by a Commission
(the "Commission") which shall consist of seven members, each
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serving in his or her individual capacity as a member of the
Commission. The Commission shall be the administering agency
of this Agreement, and, as such, shall be vested with the
powers set forth herein, and shall execute and administer this
Agreement in accordance with the purposes and functions
provided herein.
Four members of the Commission shall be appointed by
the governing body of CSAC and three members of the Commission
shall be appointed by the governing body of LCC. initial
members of the Commission shall serve a term ending June 1,
1991. Successors to such members shall be selected in the
manner in which the respective initial member was selected and
shall serve a term of three years. Any appointment to fill Ln
unexpired term, however, shall be for such unexpired term.
The term of office specified above shall be applicable unless
the term of office of the respective member is terminated as
hereinafter provided, and provided that the term of any member
shall not expire until a successor thereto has been appointed
as provided herein.
Each of CSAC and LCC may appoint an alternate member
of the Commission for each member of the Commission which it
appoints. Such alternate member may act as a member of the
Commission in place of and during the absence or disability of
such regularly appointed member. All references in this
Agreement to any member of the Commission shall be deemed to
refer to and include the applicable alternate member when so
acting in place of a regularly appointed member.
Each member or alternate member of the Commission
may be removed and replaced at any time by the governing body
by which such member was appointed. Any individual, including
any member of the governing body or staff of CSAC or LCC,
shall be eligible to serve as a member or alternate member of
the Commission.
Members and alternate members of the Commission
shall not receive any compensation for serving as such but
shall be entitled to reimbursement for any expenses actually
incurred in connection with serving as a member or alternate
member, if the Commission shall determine that such expenses
shall be reimbursed and there are unencumbered funds available
for such purpose.
C. OFFICERS; DUTIES; OFFICIAL BONDS.
The Commission shall elect a Chair, a vice -Chair,
and a Secretary of the Authority from among its members to
serve for such term as shall be determined by the Commission
The Commission shall appoint one or more of its officers or
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employees to serve as treasurer, auditor, and controller of
the Authority (the "Treasurer") pursuant to Section 6505.6 of
the Joint Exercise of Powers Act to serve for such term as
shall be determined by the Commission.
Subject to the applicable provisions of any
resolution, indenture or other instrument or proceeding
authorizing or securing Bonds (each such resolution,
indenture, instrument and proceeding being herein referred to
as an "Indenture") providing for a trustee or other fiscal
agent, the Treasurer is designated as the depositary of the
Authority to have custody of all money of the Aut:.ority, from
whatever source derived.
The Treasurer of the Authority shall have the
powers, duties and responsibilities specified in
Section 6505.5 of the joint Exercise of Powers Act.
The Treasurer of the Authority is designated as the
public officer or person who has charge of, handles, or has
access to any property of the Authority, and such officer
shall file an official bond with the Secretary of the
Authority in the amount specified by resolution of the
Commission but in no event less than $1,000. If and to the
extent permitted by law, any such officer may satisfy this
requirement by filing an official bond in at least said amount
obtained in connection with another public office.
The Commission shall have the power to appoint such
other officers and employees as it may deem necessary and to
retain independent counsel, consultants and accountants.
The Commission shall have the power, by resolution,
to the extent permitted by the Joint Exercise of Powers Act or
any other applicable law, to delegate any of its functions to
one or more of the members of the Commission or officers or
agents of the Authority and to cause any of said members,
officers or agents to take any actions and execute any
documents or instruments for and in the name and on behalf of
the Commission or the Authority.
D. M9ETIN5S OF THE COMMISSION.
(1) Regular Maetincs.
The Commission shall
meetings; however, it
regular ineetirg Eich ;;_.r. The
holding of the regr.,ar meetings
of the Com^nissicii and a copy of
with each party hereto.
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provide for its regular
shall hold at least one
date, hour and place of the
shall be fixed by resolution
such resolution shall be filed
(2) ecial Meetinas.
Special meetings of the Commission may be called in
accordance with the provisions of Section 54956 of the
Government Code of the State of California.
(3) Aal2h M. Brown Act.
All meetings of the Commission, including, without
limitation, regular, adjourned regular, special, and adjourned
special meetings shall be called, noticed, held and conducted
in accordance with the provisions of the Ralph M. Brown Act
(commencing with Section 54950 of the Government Code of the
State of California).
(4) ainuteA-
The Secretary of the Authority shall cause to be
kept minutes of the regular, adjourned regular, special, and
adjourned special meetings of the Commission and shall, as
soon as possible after each meeting, cause a copy of the
minutes to be forwarded to each member of the Commission.
(5) Qugrum.
A majority of the members of the Commission which
includes at least one member appointed by the governing body
of each of CSAC and LCC shall constitute a quorum for the
transaction of business. No action may be taken by the
Commission except upon the affirmative vote of a majority of
the members of the Commission which includes at least one
member appointed by the governing body of each of CSAC and
LCC, except that less than a quorum may adjourn a meeting to
another time and place.
E. RULES AND REGULATIONS.
The Authority may adopt, from tine to time, by
resolution of the Commission such rules and regulations for
the conduct of its meetings and affairs as may be required.
Section 4. Powers.
The Authority shall have any and all powers relating
to economic development authorized by law to each of the
parties hereto and separately to the public entity herein
created, including, without limitation, the promotion of
opoortunities for the creation and retention of employment,
the stimulation of economic activity, and the increase of the
tax base, within the jurisdictions of such parties. Such
powers shall include the common powers specified in this
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Agreement and may be exercised in the manner and according to
the method provided in this Agreement. All such powers common
to the parties are specified as powers of the Authority. The
Authority is hereby authorized to do all acts necessary for
the exercise of such powers, including, but not limited to,
any or all of the following: to make and enter into
contracts; to employ agents and employees; to acquire,
construct, provide for maintenance and operation of, or
maintain and operate, any buildings, works or improvements; to
acquire, hold or dispose of property wherever located; to
incur debts, liabilities cr obligations; to receive gifts,
contributions and donations of property, funds, services and
other forms of assistance from persons, firms, corporations
and any governmental entity; to sue and be sued in its own
name; and generally to do any and all things necessary or
convenient to the promotion of economic development, including
without limitation the promotion of opportunities for the
creation or retention of employment, the stimulation of
economic activity, and the increase of the tax base, all as
herein contemplated. without limiting the generality of the
foregoing, the Authority may issue or cause to be issued
bonded and other indebtedness, and pledge any property or
revenues as security to the extent permitted under the Joint
Exercise of Powers Act, including Article 2 and Article 4, the
Act or any other applicable provision of law.
The manner in which the Authority shall exercise its
powers and perform its duties is and shall be subject to the
restrictions upon the manner in which a California county
could exercise such powers and perform such duties until a
California general law city shall become a Program
Participant, at which time it shall be subject to the
restrictions upon the manner in which a California general law
city could exercise such powers and perform such duties. The
manner in which the Authority shall exercise its powers and
perform its duties shall not be subject to any restrictions
applicable to the manner in which any other public agency
could exercise such powers or perform such duties, whether
such agency is a party to this Agreement or not.
Section S. Fiscal Year.
For the purposes of this Agreement, the term "Fiscal
Year" shall mean the fiscal year as established from time to
time by the Authority, being, at the date of this Agreement.
the period from July 1 to and including the following June 30.
except for the first Fscal Year which shall be the period
from the date of this Agreement to June 30, 1988.
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Section 6.:?Sposition of Assets.
At the end of the term hereof or upon the earlier
termination of this Agreement as set forth in Section 2
hereof. after payment of all expenses and liabilities of the
Authority, all property of the Authority both real and
personal shall automatically vest in the Program Participants
and shall thereafter remain the sole property of the Program
Participants; provided, however, that any surplus money on
hand shall be returned in proportion Lo the contributions made
by the Program Participants.
Section 7. Bonds.
The Authority shall issue Bonds for the purpose of
exercising its powers and raising the funds necessary to carry
out its purposes under this Agreement. Said Bonds may, at the
discretion of Authority, be issued in series.
The services of bond counsel, financing consultants
and other consultants and advisors working on the projects
and/or their financing shall be used by the Authority. The
fees and expenses of such counsel, consultants, advisors, and
the expenses of CSAC, LCC, and the Commission shall be paid
from the proceeds of the Bonds or any other unencumbered funds
of the Authority available for such purpose.
The Bonds, together with the interest and premium,
if any, thereon, shall not be deemed to constitute a debt of
any Program Participant, CSAC, or LCC or pledge of the faith
and credit of the Program Participants, CSAC, LCC, or the
Authority. The Bonds shall be only special obligations of the
Authority, and the Authority shall under no circumstances be
obligated to pay the Bonds or the respective project costs
except from revenues and other funds pledged therefor.
Neither the Program Participants, CSAC, LCC, nor the Authority
shall be obligated to pay the principal of, premium, if any,
or interest on the Bonds, or other costs incidental thereto,
except from the revenues and funds pledged therefor, and
neither the faith and credit nor the taxing power of the
Program Participants nor the faith and credit of CSAC, LCC, or
the Authority shall be pledged to the payment of the principal
of, premium, if any, or interest on the Bonds nor shall the
Program Participants, CSAC, LCC, or the Authority in any
manner be obligated to make any appropriation for such payment.
No covenant or agreement contained in any Bond or
Indenture shall be deemed to be a covenant or agreement of any
379h5
member of the Commission, or any officer, agent or employee of
the Authority in his individual capacity and neither the
Commission of the Authority nor any officer thereof executing
the Bonds shall be liable personally on any Bond or be subject
to any personal liability or accountability by reason of the
issuance of any Bonds.
Section 9. Local Approval.
A copy of the application for financing of a project
shall be filed by the Authority with the Program Participant
in whose jurisdiction the project is to be located. The
Authority shall not issue Bonds with respect to any project
unless the governing body of the Program Participant in whose
jurisdiction the project is to be located,, or its duly
authorized designee, shall approve, conditionally or
unconditionally, the project, including the issuance of Bonds
therefor. Action to approve or disapprove a project shall be
taken within 45 days of the filing with the Program
Participant. Certification of approval or disapproval shall
be made by the clerk of the governing body of the Program
Participant, or by such other officer as may be designated by
the applicable Program Participant, to the Authority.
Section 10. AcCounts and Re2_Qrts.
All funds of the Authority shall be strictly
accounted for. The Authority shall establish and maintain
such funds and accounts as may be required by good accounting
practice and by any provision of any Indenture (to the extent
such duties are not assigned to a trustee of Bonds). The
books and records of the Authority shall be open to inspection
at all reasonable times by each Program Participant.
The Treasurer of the Authority shall cause an
independent audit to be made of the books of accounts and
financial records of the Agency by a certified public
accountant or public accountant in compliance with the
provisions of Section 6505 of the Joint Exercise of Powers
Act. In each case the minimum requirements of the audit shall
be those prescribed by the State Controller for special
districts under Section 26909 of the Government Code of the
State of California and shall conform to generally accepted
auditing standards. When such an audit of accounts and
records is made by a certified public accountant or public
accountant, a report thereof shall be filed as public records
with each Program Participant and also with the county auditor
of each county in which a Program Participant is located.
Such report shall be filed within 12 months of the end of the
Fiscal Year or Years under examination.
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Any costs of the audit, including contracts with, or
employment of, certified public accountants or public
accountants in making an audit pursuant to this Section, shall
be borne by the Authority and shall be a charge against any
unencumbered funds of the Authority available for that purpose.
In any Fiscal Year the Commission may, by resolution
adopted by unanimous vote, replace the annual special audit
with an audit covering a two-year period.
The Treasurer of the Authority, within 120 days
after the close of each Fiscal Year, shall give a complete
written report of all financial activities for such Fiscal
Year to each of the Program Participants to the extent such
activities are not covered by the reports of the trustees for
the Bonds. The trustee appointed under each Indenture shall
establish suitable funds, furnish financial reports and
provide suitable accounting procedures to carry out the
provisions of said Indenture. Said trustee may be given such
duties in said Indenture as may be desirable to carry out this
Agreement.
Section 11. Funds •
�. Subject to the applicable provisions of each
Indenture, which may provide for a trustee to receive, have
custody of and disburse Authority funds, the Treasurer of the
Authority shall receive, have the custody of and disburse
Authority funds pursuant to the accounting procedures
developed under Section 10 hereof, and shall make the
disbursements required by this Agreement or otherwise
necessary to carry out any of the provisions or purposes of
this Agreement.
Section 12. des.
Notices and other communications hereunder to the
Program Participants shall be sufficient if delivered to the
clerk of the governing body of each Program Participant.
A Program Participant may withdraw from this
Agreement upon written notice to the Commission; provided,
however, that no such withdrawal shall result in the
dissolution of the Authority so long as any Bonds remain
outstanding under an Indenture. Any such withdrawal shall be
effective only upon receipt of the notice of withdrawal by the
Commission which shall acknowledge receipt of such notice of
withdrawal in writing and shall file such notice as an
amendment to this Agreement effective upon such filing.
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379h5
Qualifying public agencies may be added as parties
to this Agreement and become Program Participants upon: (i)
the filing by such public agency of an executed counterpart of
this Agreement, together with a certified copy of the
resolution of the governing body of such public agency
approving this Agreement and the execution and delivery
hereof; and (ii) adoption of a resolution of the Commission
approving the addition of such public agency as a Program
Participant. Upon satisfaction of such conditions, the
Commission shall file such executed counterpart of this
Agreement as an amendment hereto, effective upon such filing.
Section 14. Indemnification.
To the full extent permitted by law, the Commission
may authorize indemnification by the Authority of any person
who is or was a member or alternate member of the Commission,
or an officer, employee or other agent of the Authority, and
who was or is a party or is threatened to be made a party to a
proceeding by reason of the fact that such person is or was
such a member or alternate member of the Commission, or an
officer, employee or other agent of the Authority, against
expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of
the Authority and, in the case of a criminal proceeding, had
no reasonable cause to believe the conduct of such person was
unlawful and, in the case of an action by or in the right of
the Authority, acted with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances.
Section 15. Contributions and Advances.
Contributions or advances of public funds and of the
use of personnel, equipment or property may be made to the
Authority by the parties hereto for any of the purposes of
this Agreement. Payment of public funds may be made to defray
the cost of any such contribution. Any such advance may be
made subject to repayment, and in such case shall be repaid,
in the manner agreed upon by the Authority and the party
making such advance at the time of such advance.
Section 16. Immunities.
All of the privileges and immunities from
liabilities, exemptions from laws, ordinances and rules, all
pension, relief, disability, workers' compensation, and other
benefits which apply to the activity of officers, agents or
employees of Program Participants when performing their
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379h5
respective functions within the territorial limits of their
respective public agencies, shall apply to them to the same
degree and extent while engaged as members of the Commission
or otherwise as an officer, agent of other representative of
the Authority or while engaged in tr,e performance of any of
their functions or duties extra:territorially under the
provisions of this Agreement.
Section 17.
Except as provided in Section 13 above, this
Agreement shall not be amended, modified, or altered except by
a written instrument duly executed by Tach of the Program
Participants.
Section IS. Effectiveness.
This Agreement shall become effective and be in full
force and effect and a legal, valid and binding obligation of
each of the Program Participants at 9:00 a.m., California
time, on the date that the Commission shall have received from
each of the Initial Participants an executed counterpart of
this Agreement, together with a certified copy of a resolution
of the governing body of each such Initial Participant
approving this Agreement and the execution and delivery hereof.
Section 19. Partial Tnvalidity.
If any one or more of the terms, provisions,
promises, covenants or conditions of this Agreement shall to
any extent be adjudged invalid, unenforceable, void or
voidable for any reason whatsoever by a court of competent
jurisdiction, each and all of the remaining terms, provisions,
promises, covenants and conditions of this Agreement shall not
be affected thereby, and shall be valid and enforceable to the
fullest extent permitted by law.
Section 20. Successors.
This Agreement shall be binding upon and shall inure
to the benefit of the successors of the parties hereto.
Except to the extent expressly provided herein, no party may
assign any right or obligation hereunder without the consent
of the other parties.
Section 21. Miscellaneous.
This Agreement may be executed in several
counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
12
379h5
0
The section headings herein are for convenience only
and are not to be construed as modifying or governing the
language in the section referred to.
Wherever in this Agreement any consent or approval
is required, the same shall not be unreasonably withheld.
This Agreement is made in the State of California,
under the Constitution and laws of such state and is to be so
construed.
This Agreement is the complete and exclusive
statement of the agreement among the parties hereto, which
supercedes and merges all prior proposals, understandings, and
other agreements, including, without limitation, the Initial
Agreement, whether oral, written, or implied in conduct,
between and among the parties relating to the subject matter
of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed and attested by their proper
officers thereunto duly authorized, and their official seals
to be hereto affixed, as of the day and year first above
written.
Program Participant:
[SEAL]
By
Name:
Title:
ATTEST:
By
Name:
Title:
13
379hS
rRESOLUTION NO. 93-61
MAXIMUM AMOUNT OF BORROWING: $4,000,000
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
BORROWING OF FUNDS FOR FISCAL YEAR 1993-1994 AND THE ISSUANCE
AND SALE OF A 1993-1994 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA CASH FLOW
FINANCING PROGRAM
WHEREAS, Local agencies are authorized by Section 53850 to 53858, both inclusive, of
the Government Code of the State of California (the "Act") (being Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes;
WHEREAS, the legislative body (the "legislative Body") of the local agency specified
above (the "Local Agency") has determined that a sum (the "Principal Amount"), not to exceed the
Maximum Amount of Borrowing designated above, 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, a municipal corporation, to satisfy obligations of the Local Agency, and that it is necessary that
said Principal Amount be borrowed for such purpose at this time by the issuance of a note therefor in
anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by
the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30,
1994 ("Fiscal Year 1993-1994");
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 1993-1994 and available for the payment of the principal of the Note and the interest
thereon;
WHEREAS, no money has heretofore been borrowed by or on behalf of the Local Agency
through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or
payable from or secured by, taxes, income, revenue, cash receipts or other moneys for Fiscal Year 1993-
94;
WHEREAS, pursuant to Section 53356 of the Act, certain moneys which will be received
r by the Local Agency during and attributable to Fiscal Year 1993-1994 can be pledged for the payment
\ of the principal of the Note and the interest thereon (as hereinafter provided);
WHEREAS, the Local Agency has determined that it is in the best interests of the Local
Agency to participate in the California Cash Flow Financing Program (the "Program"), whereby
participating local agencies (collectively,, the "Issuers") will simultaneously issue tax and revenue
anticipation notes;
WHEREAS, the Local Agency shall confirm at the time of execution of the Pricing
Confirmation the marketing of its Note_as either part of a pool of some or all of the notes issued by other
local agencies participating in the Program or as an individual Note;
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;
WHEREAS, the Authority, pursuant to advice of Sutra & 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, or, alternatively, the Authority may market
any of the notes individually (the "Separately Marketed Notes"), and the Local Agency hereby
acknowledges and approves the discretion of the Authority, acting upon the advice of the Underwriter,
to assign the Note to such Pool and such Indenture as the Authority may determine or, if the Authority
so determines, to market the Note individually;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Pooled Note, the Local Agency will (in the Pricing Confirmation) request
the Authority to issue a Series of Bonds pursuant to an Indenture to which the Note will be assigned by
the Authority in its discretion, acting upon the advice of the Underwriter, which Series of Bonds will be
payable from payments of principal of and interest on the Note and the other notes comprising the same
Pool and assigned to the same Indenture to which the Note is assigned;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Separately Marketed Note, the Local Agency will (in the Pricing
Confirmation) request the Authority to market the Note individually;
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
LAI -43943.1
letter (or letters) of credit or policy (or policies) of insurance, the Authority and the respective Credit
Provider and (ii) in the case of the Reserve Fund, the Authority and U.S. Trust Company of California,
N.A., as trustee of the Reserve Indenture (the "Reserve Trustee");
WHEREAS, if, as designated in the Pricing Confirmation, the Credit Instrument is the
Reserve Fund, bonds issued pursuant to the Reserve Indenture (the "Reserve Bonds") may, as indicated.
ia:tbe 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;
WHEREAS, the net proceeds of the Note may be invested by the Local Agency in
Permitted Investments (as defined in the Indenture) or in any other investment permitted by the laws of
the State of California, as now in effect and as hereafter amended, modified or supplemented from time
to time;
WHEREAS, as part of the Program each participating Issuer approves the Indenture, the
alternative forms of Credit Agreements, if any, and the alternative forms of Reserve Credit Agreements,
if any, in substantially the forms presented to the Legislative Body, with the final form of Indenture, type
of Credit Instrument and corresponding Credit Agreement and type of Reserve Credit Instrument and
corresponding Reserve Credit Agreement, if any, to be determined and approved by the Pricing
Confirmation;
WHEREAS, pursuant to the Program each participating Issuer will be responsible for
its share of (a) the fees of the Trustee or Paying Agent (as hereinafter defined), as applicable and the
costs of issuing the applicable Series of Bonds or Separately Marketed Note, as applicable, 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 whose Note is a Pooled
Note 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);
WHEREAS, pursuant to the Program, the Underwriter will submit an offer to the
A-ithority 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 and, in the case of a Separately Marketed Note, the
Note itself,
WHEREAS, it is necessary to engage the services of certain professionals to assist the
Local Agency in its participation in the Program;
WHEREAS, 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,
LAI -0M.1
WHEREAS, there is now before this Legislative Body a form of the Amended
Agreement; and
WHEREAS, 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. deters tines, declares and
resolves as follows:
Section 1. Recitals. All the above recitals are true and correct and this Legislative Body
so finds and determines.
Section 2. Authorization of Issuance. This Legislative Body hereby determines to
borrow solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to
be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year
1993-1994, and not pursuant to any common plan of financing of the Local Agency, by the issuance of
a note in the Principal Amount under Sections 53850 St aq. of the Act, designated the Local Agency's
"1993-1994 Tax and Revenue Anticipation Note" (the "Note"), to be issued in the case of a Pooled Note
in the form of one fully registered note at the Principal Amount thereof and in the case of a Separately
Marketed Note in the form of fully registered notes in denominations of five thousand dollars ($5,000)
or any integral multiple thereof, aggregating to the Principal Amount, in each case 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
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'atl 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, it 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 fund the Reserve Fund are secured by the Reserve Credit Instrument and a Drawing (as
defined in the Indenture) pertaining to the Note is not fully reimbursed by the Reserve Principal Payment
Date (as defined in the Indenture), the 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) shalt be deemed outstanding and shalt 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 in part and the Note is not fully paid at maturity, the
unpaid portion thereof (or the portion thereof to which no Credit Instrument applies which is unpaid) shall
be deemed outstanding and shall continue to bear interest thereafter until paid at the Default Rate. In
each case set forth in the preceding three sentences, the obligation of the Local Agency with 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 1993-1994, as provided in
Section 8 hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured
Percentage") shall be (i) equal to 100%. if the size of the Credit Instrument is greater than or equal to
the aggregate amount of principal of and interest on all unpaid notes (or unpaid portions thereof) assigned
to the particular Series of Bonds as of the =turity date or (ii) equal to the amount of the Credit
Instrument divided by the aggregate amount or unpaid principal of and interest on such unpaid notes (or
portions thereof), expressed as a percentage, if the size of the Credit Instrument is less than the aggregate
amount of unpaid principal of and interest on such unpaid notes (o: unpaid portions thereof) as of the
maturity date. The percemage of the Note to which the Reserve Credit Instrument, if any, applies (the
"Secured Reserve Percentage") shall be ;i) equal to 100%, if the size of the Reserve Credit Instrument
is greater than or equal to the aggregate amount of principal of and interest on unpaid notes (or unpaid
portions thereof, including the interest component if applicable) assigned to the particular Series of Bonds
(secured by the Reserve Fund funded by the Reserve Bonds secured by the Reserve Credit Instrument)
as of the Reserve Principal Payment Date or (ii) 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, if the size of the
Reserve Credit Instrument is less than the aggregate amount of unpaid principal of and interest on such
unpaid notes (or unpaid portions thereof) as of the Reserve Principal Payment Date.
Both the principal of and interest on the Note shall be payable in lawful money of the
United States of America, but only upon surrender thereof. at the corporate trust office of U.S. Trust
Company of California, N.A. in Los Angeles, Califo-nia. The Principal Amount of the Note shall, prior
to the issuance thereof, be reduced from the Maximum Amount of Borrowing specified above if and to
the extent necessary to obtain an approving legal opinion of Orrick, Herrington & Sutcliffe ("Bond
Counsel") as to the legality thereof and the exclusion from gross income for federal tax purposes of
C interest thereon. The. Principal Amount of the Note shall, prior to the issuance thereof, also be reduced
from the Maximum Amount of Borrowing specified above, and other conditions shall be met by the Local
Agency, if and to the extent necessary to obtain from the Credit Provider or the Reserve Credit Provider,
as the cese may be, its agreement -to issue the Credit Instrument or Reserve Credit Instrument, as
applicable. If the Note is a Pooled Note and the Credit Instrument is the Reserve Fund which is backed
by a Reserve Credit Instrument, the issuance of the Note shall be subject to the approval of the Reserve
Credit Provider. Notwithstanding anything to the contrary contained herein, the decision of the Credit
Provider to issue the Credit Instrument and the approval of the Reserve Credit Provider of the issuance
of a Pooled Note shall be totally discretionary on the part of the Credit Provider or Reserve Credit
Provider, as applicable, and nothing herein shall be construed to require the Credit Provider or Reserve
Credit Provider to issue a Credit Instrument or approve the issuance of a Pooled Note, as applicable.
Whether issued as a Pooled Note or a Separately Marketed Note, the Note shall be issued
in conjunction with the note or notes of one or more other Issuers as part of the Program and within the
meaning of Section 53853 of the Act.
Section 3. Form of Note. The Note shall be issued in fully registered form without
coupons and shalt be substantially in the form and substance set forth in Exhibit A as attached hereto and
by reference incorporated herein, the blanks in said forms to be filled in with appropriate words and
figures.
Section 4. Sale of Note: Delegation. Any one of the Mayor, the City Manage: or the
Finance Director/Treasurer of the Locai Agency, as the case may be, or, in the absence of said officer,
kis or her duly appointed assistant (collectively, the "Authorized Officer"), is hereby authorized and
directed to negotiate, with the Authority, an interest rase on the Note to the stated maturity thereof, which
shall not exceed ten percent (10%) per annum, and the purchase price to be paid by the Authority for the
Note, which purchase price shall be at a discount which when added to the Local Agency's share of the
LAI -43903.,.
costs of issuance shall nit be more than one percent (I%) of the principal amount of the Note, and, if
such interest rate and price and other terms of the sale of the Note set out in the Pricing Confirmation
are acceptable to the Authorized Officer, the Authorized Officer is hereby further authorized and directed
to execute and deliver the pricing confirmation supplement to be delivered by the Underwriter (on behalf
of the Authority) to the Local Agency on a date within 10 days of said negotiation of interest rate and
purchase price during the period from May 1, 1993 through March 1, 1994 (the "Pricing Confirmation"),
substantially in the form presented to this meeting as Schedule I to the Purchase Agreement, with such
changes therein as the Authorized Officer shall require or approve, and such other documents or
certificates required to be executed and delivered thereunder or to consummate the transactions
contemplated hereby or thereby, for and in the name and on behalf of the Local Agency, such approval
by this Legislative Body and the Authorized Officer to be conclusively evidenced by such execution and
delivery. Any Authorized Officer is hereby further authorized to execute and deliver, prior to the
execution and delivery of the Pricing Confirmation, the Purchase Agreement substantially in the form
presented to this meeting, with such changes therein as the Authorized Officer shall require or approve,
such approval to be conclusively evidenced by such execution and delivery; prodded, however, that the
Purchase Agreement shall not be effective and binding on the Local Agency until the execution and
delivery of the Pricing Confirmation. Delivery of an executed copy of the Pricing Confirmation by fax
or telecopy shall, be deemed effective execution and delivery for all purposes.
Section . Program Approval. The Note shall be a Separately Marketed Note or a
Pooled Note, as set forth in the Pricing Confirmation. In the case of Pooled Notes, the Pricing
Confirmation may, but shall not be required to, specify the Series of Bonds to the Trustee under the
Indenture for which the Note will be assigned (but need not include information about other notes
assigned to the same pool or their Issuers). The Pricing Confirmation shall indicate whether and what
type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply.
The forms of Indenture, alternative general types and forms of Credit Agreements, if any,
and. alternative general types and forms of Reserve Credit Agreements, if any, presented to this meeting
are hereby acknowledged, and it is acknowledged that the Authority will execute and deliver the
Indenture, one or more Credit Agreements, if applicable, and one or more Reserve Credit Agreements,
if applicable, which shall be identified in the Pricing Confirmation, in substantially one or more of said
forms with such changes therein as the Authorized Officer who executes the Pricing Confirmation shall
require or approve (substantially final forms of the Indenture, the Credit Agreement and, if applicable,
the Reserve Crrdit Agreement are to be delivered to the Authorized Officer concurrent with the Pricing
Confirmation), such approval of the Authorized Officer and this Legislative Body to be conclusively
evidenced by the execution of the Pricing Confirmation. In the case where the Note is to be assigned to
an Indenture, it is acknowledged that the Authority is authorized and requested to issue Bonds pursuant
to and as provided in the Indenture as finally executed. 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.
The Authorized Officer 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 in the case where the Note
is a Poled Note or in such other offering document prepared in the case of a Separate'.y Marketed Note.
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
15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), hereby deemed final within
the meaning of the Rule with respect to the Local Agency. If, at any time prior to the execution of the
Pricing Confirmation, 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
LAI -090.1
6
statement of a material fact or omit to state any material fact necessary to make the statements therein,
IC in light of the circumstan. es under which they were made, not misleading, the Local Agency shall
promptly notify the Underwriter.
In the event the Pricing Confirmation specifies that the Credit Agreement shall be a
Reserve -Indenture; it is acknowledged that the Authority will issue the Reserve Bonds for the purpose
of credit enhancement of the* Bonds pursuant to and as provided in the Reserve Indenture as finally
executed in accordance with the preceding paragraph.
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 (incl-Aiag the interest component, if applicable) to which a Credit Instrument applies for which
full reimburseme,t 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 issues 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 Tiustee.
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
C 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 in the Reserve Credit Agreement, and (ii) the holders of the Note or Series of Bonds issued
in connection with the Note are paid the full principal amount represented by the unsecured portion of
the Note plus interest accrued thereon (calculated at the Default Rate) to the date of 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 Predefault 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
LAI -090.1
C 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 Joint Obiiration. The Note will be issued in conjunction with a note or
notes of one or more other Issuers, either as a Separately Marketed Note or as a Pooled Note 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 D=eeds of Note.
(A) Provisions applicable if the Note is a Pooled Note. If the Note is a Pooled Note, the
moneys received from the sale of the Note or of the Series of Bonds issued in connection with the Note
allocable to the Local Agency's share of the costs of issuance (which shalt 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
Underwriter on costs of issuance as provided in the Indenture. The moneys received from the sale of
the Note to the Authority, or allocable to the Note from the sale of Bonds, (net of the Local Agency's
share of the costs of issuance) 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.
(B) Provisions gpnlicable if the Note is a Separately Marketed Note. If the Note is
a Separately Marketed Note, the moneys received from the sale of the Note allocable to the costs of
issuance shall be deposited in a Costs of Issuance Account held and invested by the Paying Agent and
expended as directed by the Underwriter on costs of issuance. The Paying Agent is hereby authorized
and directed to establish and hold a Costs of Issuance Account. The moneys received from the sale of
the Note (net of the costs of issuance) shall be deposited in the Local Agency's Proceeds Account hereby
authorized to be created 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 Account. The Paying Agent is hereby authorized and directed to establish and hold a Proceeds
Account. Any such Paying Agent shall signify its acceptance of its duties and obligations as such by
executing a certificate of acceptance.
Section 8. Source of Payment.
(A) Provisions Applicable if the Note is a Pooled Note.
(1) 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 1993-1994 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) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
f 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
uia�vm.i
8
moneys of the Local Agency lawfully available therefor (all as provided for in Sections 53856 and 53857
of the Act). The Noteholders, Bondholders, Credit Provider and, if applicable, the keserve 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 1993-1994. In order to effect
the pledge referenced in the preceding two sentences, 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
"1993 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. 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 1993-1994) until the amount on deposit in the Payment
Account 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 :ransferred to and deposited in the Payment Account tram 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. The number of Repayment Months determined in the
Pricing Confirmation shall not exceed six and the amount of money required to be deposited in each
Repayment Month as determined in the Pricing Confirmation shall not exceed fifty percent (50%) of the
principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the
"Pledged Revenues"). The Authorized Officer 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 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 such officer. 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. 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 awibutable to Fiscal Year 1993-1994 and which are generally available
for the payment of current expenses and other obligations of the Local Agency.
(2) Any moneys placed in the Payment Account shall be for the benefit of (i) 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 shall be applied
only for the purposes for which the Payment Account is 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.
�— (3) At least two (2) Business Days (as defined in the Indenture) prior to the Maturity
Date of the Note, the moneys in the Payment Account shall be transferred by the Local Agency to the
LAI -090.1
C Trustee for deposit into the Bond Payment Fund, 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 are insufficient to pay the principal
of and interest on the Note in full on the Maturity Date, moneys in the Payment Account 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 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.
(4) Moneys in the Proceeds 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 deer..ed to be relieved of any of its obligations with respect
to the Note, the Predefault Obligations or Reimbursement Obligations, if any, by reason of such
investment of the moneys in its Proceeds Subaccount.
(5) 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.
(B) Provisions applicable if the Note is a Separately Marketed Note.
(1) 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 1993-1994 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) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
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). In order to effect this pledge, the Local Agency hereby agrees and covenants to establish
and maintain a special fund within the Local Agency's general fund to be designated the " 1993 Tax and
Revenue Anticipation Note Payment Fund" (the "Payment Fund"), and further agrees and covenants to
maintain the Payment Fund until the payment of the principal of the Note and the interest thereon. The
Local Agency agrees to transfer to and deposit in the Payment Fund 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
LAI -090.1
10
Year 1993-1994) until the amount on deposit in the Payment Fund is equal in the respective Repayment
Months identified in the Pricing Confirmation to the percentages 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 Fund 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 Fund shall nevertheless be subject to the lien and charge created herein. The
number of Repayment Months determined in the Pricing Confirmation shall not exceed six and the
amount of money required to be deposited in each Repayment Month as determined in the Pricing
Confirmation shall not exceed fifty percent (50%) of the principal and interest due on the Note at maturity
(such pledged amounts being hereinafter called the "Pledged Revenues"). The Authorized Officer 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 Fund 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 such officer. In the event that on the day in each such Repayment Month that a deposit to the
Payment Fund is required to be made, the Local Agency has nqt received sufficient unrestricted revenues
to permit the deposit into the Payment Fund of the full amount of Pledged Revenues to be deposited in
the Payment Fund 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. 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
1993-1994 and which are generally available for the payment of current expenses and other obligations
of the Local Agency.
(2) Any moneys placed in the Payment Fund shall be for the benefit of the owner of
the Note. The moneys in the Payment Fund shall be applied only for the purposes for which the Payment
Fund is 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.
(3) At least two (2) Business Days prior to the Maturity Date of the Note, the moneys
in the Payment Fund shall be transferred by the Local Agency to the Paying Agent, to the extent
necessary, to pay the principal of and interest on the Note. In the event that moneys in the Payment Fund
are insufficient to pay the principal of and interest on the Note in full on the Maturity Date, moneys in
the Payment Fund shall be applied in the following priority: first to pay interest on the Note and second
to pay principal of the Note. Any moneys remaining in or accruing to the Payment Fund after the
principal of the Note and the interest thereon, have been paid, or provision for such payment has been
made, shall be transferred by the Paying Agent to the Local Agency.
Moneys in the Proceeds Account shall be invested by the Paying Agent pursuant
to instructions o: the Local Agency in an investment agreement or investment agreements designated in
the Pricing Confirmation and/or other permitted investments designated in the Pricing Confirmation. The
type of investment or investments to be applicable to the proceeds of the Note shall be determined in the
Pricing Confirmation. Any such investment by the Paying Agent 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, by reason of such investment of the moneys in its Proceeds Account.
Section 9. Execution of Note. Any one of the Mayor or the City Manager 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 --ay duly appointed assistant thereto, shall be authorized to countersign the Note by manual or facsimile
signature. Said officers of the Local Agency, are hereby authorized to cause the blank spaces of the Note
to he filled in as may be appropriate pursuant to the Pricing Confirmation. If the Note is a Pooled Note,
said officers are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent,
to authenticate and accept delivery of the Note pursuant to the terms and conditions of the Purchase
,Agreement, this Resolution and the Indenture. If the Note is a Separately Marketed Note, said officers
are hereby authorized and directed to cause U.S. Trust Company of California, N.A. as paying agent,
registrar and authenticating agent (the 'Paying Agent') to authenticate and deliver the Note pursuant to
the terms and conditions of the Purchase Agreement and this Resolution. In case any officer whose
signature shall appear on any Note shall cease to be such officer 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 shall have thereon a certificate of authentication substantially
in the form hereinafter set forth duly executed by the Trustee or Paying Agent (as applicable) and
showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless and until such certificate of authentication
shall have been duly executed by the Trustee or Paying Agent, as applicable, by manual signature, and
such certificate of authentication upon any such Note shall be conclusive evidence that such has been
authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be
deemed to have been executed by the Trustee or Paying Agent, as applicable, if signed by an authorized
officer of the Trustee or Paying Agent, as applicable. The Note need not bear the seal of the Local
Agency, if any.
Section 10. Note Reeistration and Transfer.
11 (A) Provisions Applicable if the Note is a Pooled Note. (1) As long as the Note
remains outstanding, the Local Agency shall maintain and keep at the principal corporate trust office of
the Trustee, books for the registration and transfer of the Note. The Note shall initially be registered in
the name of the Trustee under the Indenture to which the Note is assigned. Upon surrender of the Note
for transfer at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee,
duly executed by the registered owner or its duly authorized attorney, and upon payment of any tax, fee
or other governmental charge required to be paid with respect to such transfer or the Local Agency shall
execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a fully
registered Note. For every transfer of the Note, the Local Agency or the Trustee may make a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect
to the transfer, which sum or sums shall be paid by the person requesting such transfer as a condition
precedent to the exercise of the privilege of making such transfer.
(2) Subject to Section 6 hereof, the Local Agency and the Trustee and their respective
successors may deem and treat the person in whose name the Note is registered as the absolute owner
thereof for all purposes and the Local Agency and the Trustee and their respective successors shall not
be affected by any notice to the contrary, and payment of or on account of the principal of the Note shall
be made only to or upon the order of the registered owner thereof. All such payments shall be valid and
effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid.
(3) Any Note may, in accordance with its terms, be transferred upon the books
required to be kept by the Trustee, pursuant to the p-ovisions hereof by the person in whose name '.t is
registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation,
accompanied by delivery of a written instrument of transfer, duly executed in form approved by the
Trustee.
431-4390.1
12
(4) The Trustee or the Authorized Officer of the Local Agency, acting separately or
IC together, are authorized to sign any letter of representations which may be required in connection with
the delivery of the Bonds if such Bonds are delivered in book -entry form.
(5) In the event the Credit Instrument is the Reserve Fund and Reserve Bonds are
issued in connection therewith, if such Reserve Bonds must be redeemed in part pursuant to the
provisions of the Reserve Indenture, the Reserve Trustee is authorized and directed to execute and deliver
to the registered owner thereof at the expense of the Local Agency if the Local Agency's Note is then
deemed outstanding, a new Reserve Bond or Reserve Bonds of authorized denominations pursuant to the
terms of the Reserve Indenture.
(B) Provisions Applicable if the Note is a Separately Marketed Note. (1) As long as
the Note remains outstanding, the Local Agency shall maintain at the principal corporate trust office of
the Paying Agent, books for he registration and transfer of the Note. The Note shall be prepared in the
form of fully registered Notes in denominations of five thousand dollars ($5,000) or any integral multiple
thereof. The Note shall be initially issued registered in the name of "Cede & Co.," as nominee of'ihe
Depository Trust Company, New York, New York, and shall be evidenced by one Note to be in a
denomination corresponding to the total principal amount of the Note. Registered ownership of the Note,
or any portion hereof, may not hereafter be transferred except as hereinafter set forth. Registered
ownership of such Note, or any portion thereof, may not thereafter be transferred except:
(a) to any successor of The Depository Trust Company or its nominee, or
of any substitute depository designated pursuant to clause (b) of this subsection (1) ("Substitute
Depository"); provided that any successor of The Depository Trust Company or Substitute
Depository shall be qualified under any applicable laws to provide the service proposed to be
provided by it;
(b) to any Substitute Depository not objected to by the Local Agency, upon
(i) the resignation of The Depository Trust Company or its successor (or any Substitute
Depository or its successor) from its functions as depository, or (ii) a determination by the Local
Agency to substitute another depository for The Depository Trust Company (or its successor)
because The Depository Trust Company (or its successor) is no longer able to carry out its
functions as depository; provided that any such Substitute Depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it; or
(c) to any person as provided below, upon (i) the resignation of The
Depository Trust Company or its successor (or any Substitute Depository or its successor) from
its functions as depository, or (ii) a determination by the Local Agency to discontinue using a
depository.
(2) In the case of any transfer pursuant to clause (a) or clause (b) of subsection (1)
of this subsection (B), upon receipt of all outstanding Notes by the Paying Agent, together with a written
request of an Authorized Officer of the Local Agency to the Paying Agent designating the Substitute
Depository, a single new Note, which the Local Agency shall prepare or cause to be prepared, shall be
executed and delivered, registered in the name of such successor or such Substitute Depository, or their
nominees, as the case may be, all as specified in such written request of an Authorized Officer of the
Local Agency. In the case of any transfer pursuant to clause (c) of subsection (1) of this subsection (B),
1pon receipt of all outstanding Notes by the Paying Agent, together with a written request of an
Authorized Officer of the Local Agency to the Paying Agent, new Notes, which the Local Agency shall
prepare or cause to be prepared, shall be executed and delivered in such denominations and registered
LAS -0M.1
13
in the names of such persons as are requested in such written request of an Authorized Officer of the
r Local Agency, subject to the limitations of Section 2 hereof.
(3) Subject to Section 6 hereof, the Paying Agent and the Local Agency and their
respective successors shall be entitled to treat the person in whose name any Note is registered as the
Owner thereof for all purposes of this Resolution and any applicable laws, notwithstanding any notice to
the --contrary received by the Local Agency; and the Local Agency shall not have responsibility for
transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners
of the Note. Neither the Local Agency, nor the Paying Agent nor their respective successors shall have
any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party,
including The Depository Trust Company or its successor (or Substitute Depository or its successor),
except to the owner of any Notes. and the Local Agency and the Paying Agent may rely conclusively on
their records as to the identity of the owners of the Note.
(4) Notwithstanding any other provision of this Resolution and so long as the Note
is outstanding and registered in the name of Cede & Co. or its registered assigns, the Local Agency shall
cooperate with Cede & Co., as sole registered Noteowner, and its registered assigns in effecting payment
of the principal of and interest on the Note by arranging for payment in such manner that funds for such
payments are properly identified and are made available on the date they are due all in accordance with
a letter of representations to be delivered in connection with the Note (the "Letter of Representations"),
the provisions of which the Local Agency may rely upon to implement the foregoing procedures
notwithstanding any inconsistent provisions herein. The Authorized Officer is hereby directed to execute
the Letter of Representations on behalf of the Local Agency.
C (C) Provisions Applicable to both Pooled Notes and Separately Marketed Notes.
(1) The Trustee or Paying Agent, as applicable, will keep or cause to be kept, at its principal corporate
trust office, sufficient books for the registration and transfer of the Note, which shall be open to
inspection by the Local Agency during regular business hours. Upon presentation for such purpose, the
Trustee or Paying Agent, as applicable, shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore
provided.
(2) If any Note shall become mutilated, or the Local Agency, at the expense of the
registered owner of such Note, shall execute, and the Trustee or Paying Agent, as applicable, shall
thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for
the Note, : mutilated, but only upon surrender to the Trustee or Paying Agent, as applicable, of the Note
so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered
to, or upon the order of, the Local Agency. If any Note shall be lost, destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to the Local Agency and the Trustee or Paying Agent,
as applicable, and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be
given, the Local Agency, at the expense of the registered owner, shall execute, and the Trustee or the
Paying Agent, as applicable, shall thereupon aut',enticate and deliver a new Note of lake tenor and
number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if r ny such Note shall
have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee or Paying
Agent, as applicable, may pay the same without surrender thereot). The Trustee or Paying Agent, as
applicable, may require payment of a sum not exceeding the actual cost of preparing each new Note
issued pursuant to this paragraph and of the expenses which may be incurred by the Local Agency and
the Trustee or Paying Agent, as applicable, in such preparation. Any Note issued under these provisions
in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Local Agency, whether or not the Note so alleged to be lost, destroyed or
ui-0sro.t
14
stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with
all other Notes secured by this Resolution.
Section 11. RepMentations and Covenants.
(A) The Local Agency is a municipal corporation 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
the Resolution, (ii) enter into and perform its obligations under the Purchase Agreement, and (iii) issue
the Note.
(B) (i) Upon the issuance of the Note, the Local Agency will 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 will not
conflict with, breach or violate aiiy 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 law 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
C transactions contemplated by this Resolution except those the Local Agency shall obtain or perform prior
to or upon the issuance of the Note.
(E) The Local Agency has (or will have prior to the issuance of the Note) duly,
regularly and properly adopted a preliminary budget for Fiscal Year 1993-1994 setting forth expected
revenues and expenditures and has complied with all statutory and regulatory requirements with respect
to the adoption of such budget. The Local Agency hereby covenants that it will (i) duly, regularly and
properly prepare and adopt its final budget for Fiscal Year 1993-1994, (ii) provide to the Trustee or
Paying Agent (as applicable), 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, will not exceed fifty percent (50%) of the estimated amounts
of the Local Agency's uncollected taxes, income, revenue (including, but not limited to, revenue from
the state and federal governments), cash receipts, and other moneys to he received by the Local Agency
for the general fund of the Local Agency attributable to Fiscal Year 1993-1994 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.
(H) The Local Agency's most recent audited financial statements present fairly the
financial condition of the Local Agency as of the date thereof and the results of operation for the period
covered thereby. Except as has been disclosed to the 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
uIaam.1
15
since the date of such audited financial statements that will in the reasonable opinion of the Local Agency
Icmaterially impair its ability ►.-) perform its obligations under this Resolution and the Note. The Local
Agency agrees to furnish to the Underwriter, the Trustee (or the Paying Agent, if applicable), the Credit
Provider, if any, and the Reserve Credit Pro: ider, if any, promptly, from time to time, such information
regarding the operations, financial condition and property of the Local Agency as such party may
reasonably request.
(1) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, arbitrator, governmL=tal 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 die 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.
(I) Upon issuance of the Note, the Note and this Resolution 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) It is hereby covenanted and warranted by the Local Agency that all representations
and recitals contained in this Resolution are true and correct, and that the Local Agency and its
appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any,
for the levy, receipt, collection and enforcement of the fledged 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
unrestricted revenues unless such pledge is subordinate in all respects to the pledge of unrestricted
revenues hereunder.
(M) So long as the Credit Provider, if any, is not is 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 Obliges tions 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 Datt , moneys in the Local Agency's Payment Account 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 R -serve Credit Provider, if applicable, that such amounts are due to it.
(N) If the Note is a Pooled Note, 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.
LA 11390.1
16
(0) The Local Agency will maintain a posi.ive general fund balance.
5tqion 12. Tax Covenants. (A) The Local Agency will 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 under Section 103 of the Internal Revenue Code of 1986
(the "Code'). Without limiting the generality of the foregoing, the Local Agency will not make any use
of the proceeds of the Note or any other funds of the Local Agency which would cause the Note to be
an "arbitrage bond" within the meaning of Section 148 of the Code, a "private activity bond" within the
meaning of Section 141(x) 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, :.: 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 1993, 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,
C no one other than the holders or former holders of the Note, the Bond Owners, the Credit Provider, if
.sly, the Reserve Credit Provider, if any, or the Trustee (or Paying Agent, as applicable) on their behalf
shall be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's
failure to observe, or refusal to comply with, such covenants.
(D) The covenants contained in this Section 12 shall survive the payment of the Note.
Section 13. Events or 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 Payment Fund, as applicable, or any other payment required
to be paid hereunder 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 (or Paying Agent, as applicable), the Credit Provider, if
applicable, or the Reserve Credit Provider, if applicable, unless the Trustee (or Paying Agent,
as applicable) and the Cr Ait Provider or the Reserve Credit Provider, if appiirable, shall all
agree in writing to an extension of such time prior to its expiration;
(C) Any warranty, representation or other statement by or un behalf of the Local
Agency contained in this Resolution or the Purchase Agreement (including the Pricing
LAI -439M.1
17
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 (or Paying Agent, as applicable) shall have the right to intervene in the proceedings prior
to the expiration of such 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 ander
any provision of any barkruptcy, 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 (or Paying Agent, as applicable) shall have the right to intervene in the
proceedings prior to the expiration of such 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
Cbe continuing, the Trustee (or Paying Agent, as applicable) 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 in the case the Note is a Pooled Note, to pay to the Trustee, and in the case the Note is
a Separately Marketed Note, to pay to the Paying Agent, in either case, an amount equal to the
principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and
upon notice to the Local Agency the same shall become immediately due and payable by the
Local Agency without further notice or demand; and
(2) Take whatever other action at law or 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 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 applicab!a, 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.
ut43vro.1
is
If the Credit Provider is not reimbursed on the Maturity Date for the drawing, payment
Ic 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, as provided in Section 5.6:; of the Indenture, 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 obligation on
the Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof.
Section 14. Trustee/Paying Agent. The Trustee is hereby appointed as paying agent,
registrar and authenticating agent for the Note if it is a Pooled Note. The Paying Agent is hereby
appointed as paving agent, registrar and authenticating agent for the Note if it is a Separately Marketed
Note. The Local Agency hereby directs and auti:orizes the payment by the Trustee or Paying Agent,
respectively, of the interest on and principal of the Note when such become due and payable, from
amounts received by the Trustee or Paying Agent 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.
The Local Agency hereby agrees to maintain as paying agent, registrar and authenticating
agent of the Note, (i) the Trustee under the Indenture, or (ii) the Paying Agent under the terms of this
Resolution.
Section 15.aS le c►f Not The Note shall be sold to the Authority, in accordance with
the terms of the Purchase Agreement, hereinbefore approved.
Section 16. Approval and Execution of Amended Agreement. The Amended
Agreement is hereby approved and the Mayor or the City Manager or any other designated official of
the Local Agency, is hereby authorized and directed to execute the Amended Agreement, with such
changes, insertions and 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. Approval of Actions. The aforementioned officers of the Local Agency are
hereby authorized and directed to execute the Note and cause the Trustee or Paying Agent, as applicable,
to authenticate and 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 officers 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
u i- 3MA
19
lay.tul issuance and deliver- of the Note in accordance with, and related transactions contemplated by,
this Resolution. The officers of the Local Agency referred to above in Section 4 hereof are hereby
designated as "Authorized Local Agency Representatives" under the Indenture.
In the o -Tnt that the Note or a portion thereof is secured by a Credit Instrument, the
Authorized Officer is hereby authorized and directed to provide the Credit Provider and, if applicable,
the Reserve Credit Provider, with any and all information relating to the Local Agency as such Credit
Provider or Reserve Credit Provider may reasonably request.
Section 18. Proceedings Constitute Contract. The provisions of the Note and of this
Resolution shall constitute a contract between the Local Agency and the registered owner of the Note,
the Credit Provider, if any, and the Reserve Credit Provider, if any, 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.
Section 19. Umited 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. Amendments. At anytime 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
owners of the Note or of the Bonds issued in connection with the Notes 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 creatad 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;
(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 o` 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 owners of the Note or of the Bonds issued in connection with the Notes may
be made by a Supplemental Resolut,on, with the written consent of the owners of at least a majority in
principal amount of the Note or of the Bonds issued in connection with the Notes outstanding at the time
ui-usm-1
20
C
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 Notes rema'_a 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 outhe owners of the Bonds issued in connection with the Notes, or shalt reduce the
percentage of the Notes 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 or
Paying Agent, as applicable, 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.
Fsect on22 . AgRgintment of Bond Counsel. The law firm of Orrick, Herrington &
Sutcliffe, Los Angeles, California is hereby appointed Bond Counsel for the Program.
Section 23. Appointment of Underwriter. Sutro & Co. Incorporated, Los Angeles,
California, is hereby appointed underwriter for the Program.
"343M.l
21
CLERK'S CERTIFICATE
I, Tenni fer M_ Perrin Clerk of the City of Lodi, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution My adopted at a regular
meeting of the City Council duly and regularly held at the regular meeting plac; thereof on the 19!4ay
of May , 1993, of which meeting all of the members of the City Council of the City of Lodi had due
notice and at which a majority thereof were present; and at the meeting said resolution was adopted by
the following vote:
AYES:
NOES:
ABSENT:
An agenda of said meeting was posted at least 72 hours before said meeting at
varixes locat -ms Taodi , California, a location freely accessible to members of the public, and
a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office; the foregoing resolution is a full, we and correct copy of the original resolution
C adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified
or rescinded since the date of its adoption, and the same is now in full force and effect.
Dated: MaY 19 • _, 1993
LAI-43"M
Clerk of the City of Lodi
-22-
93-61
EXH1BTf A
CITY OF LODI
1993-1994 TAX AND REVENUE ANTICIPATION NOTE, [SERIES J='
Date of
Interest Rate Matprity Date Original Issue
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
FOR VALUE RECEIVED, the Local Agency designated above (thd "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 sun: 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"!"Paying
Agent"]"). Interest shall be calculated on the basis of a 360 -day year, consisting of twetvz 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 property 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), if any, is not reimbursed
in full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution)
to pay all 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 and with the consequences set forth in the
Resolution). If this Note becomes a Defaulted Note and any portion thereof remains unpaid on the
Reserve Principal Payment Date (if applicable and as more particularly described and defined in the
-r if mote than one Series of Bonds is issued under the Program in Fiscal Year 1993.1994 and if the Note is pooled
with notes issued by other Issuers (as dertned in the Resolution).
Trustee if Note is pooled with notes of other Issuers; Paying Agent if Note is marketed individually, the
determination of which shall be made in the Pricing Conftrtnation.
LAI -4390.1
A-1
Resolution) this Note shall become a Defaulted Reserve Note (as defined and with the consequences set
Cforth in the Resolution).
It is hereby certified, recited and declared that this Note (the "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 Z, i itle 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
fund of the Local Agency and are attributable to Fiscal Year 1993-1994 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 in
and (and any amounts received thereafter attributable to Fiscal
Year 1993-1994; until the amount on deposit in the [Payment Account/Payment Fund) (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 be paid from any other moneys of the Local
Agency lawfully available therefor as set forth in the Resolution. The full faith and credit of the Local
Agency is not pledged to the payment of the principal of or interest on this Note.
CThis Note is transferable, as provided by the Resolution, only upon the books of the Local
Agency kept at the office of the [Trustee/Paying Agent], by the registered owner hereof in person or by
its duly authorized attorney, upon surrender of this Note for transfer at the office of the [Trustee/Paying
Agent], duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the
(Trustee/Paying Agent] duly executed by the registered owner hereof or its duly authorized attorney, and
upon payment of any tax, fee or other governmental charge required to be paid with respect to such
transfer, a fully registered Note will be issued to the designated transferee or transferees.
The Local Agency and the [Trusteej?aying Agent] 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/Paying Agent] shall not be affected by any notice to the contrary.
This Note shall no, re valid or become obligatory for any purpose until the Certificate
of Authentication and Registration 1,;. i shall have been signed by the [Trustee/Paying Agent].
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.
—� Payment Account if Note is pooled with nous of other Issuers; Pavment Fund if Notc is marketed individually.
1A1 -QM t
A-2
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 officer of the Local Agency
and countersigned by the manual or facsimile signature of its duly authorized officer and caused its
official seal to be affixed hereto either manually or by facsimile impression hereon as of the date of
authentication set forth below.
(SEAL)
Countersigned
By
Tide:
ut-0M.1
CITY OF LODI
By
Title:
A-3
following date:
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Note is the Note mentioned in the within -mentioned Resolution authenticated on the
as Trustee(/Paying Agent)
BY
AUTHORIZED OFFICER
u147P0.1
A-4
ASSIGNMENT
For Value Received, the undersigned, . hereby
sells, assigns and transfers unto (Tax Identification or Social Security No.
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears
upon the face of the within Note in every
particular, without alteration or enlarge-
ment or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member firm of the New York Stock
Exchange or a commercial bank or
trust company.
uwsma
A-5
RESOLUTION NO. 93-61
MAXIMUM AMOUNT OF BORROWING: $4,000,000
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
BORROWING OF FUNDS FOR FISCAL YEAR 1993-1994 AND THE ISSUANCE
AND SALE OF A 1993-1994 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA CASH FLOW
FINANCING PROGRAM
WHEREAS, Local agencies are authorized by Section 53850 to 53858, both inclusive, of
the Government Code of the State of California (the "Act") (being Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes;
WHEREAS, the legislative body (the "legislative Body") of the local agency specified
above (the "Local Agency") has determined that a sum (the "Principal Amount% not to exceed the
Maximum Amount of Borrowing designated above, 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, a municipal corporation, to satisfy obligations of the Local Agency, and that it is necessary that
said Principal Amount be borrowed for such purpose at this time by the issuance of a note therefor in
anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by
the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30,
1994 ("Fiscal Year 1993-1994");
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 1993-1994 and available for the payment of the principal of the Note and the interest
thereon;
WHEREAS, no money has heretofore been borrowed by or on behalf of the Local Agency
through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or
payable from or secured by, taxes, income, revenue, cash receipts or other moneys for Fiscal Year 1993-
94,
WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received
by the Local Agency during and attributable to Fiscal Year 1993-1994 c•-- ie pledged for the payment
of the principal of the Note and the interest thereon (as hereinafter provict ay
WHEREAS, the Local Agency has determined that it is in the best interests of the Local
Agency to participate in the California Cash Flow Financing Program (the "Program"), whereby
participating local agencies (collectively, the "Issuers") will simultaneously issue tax and revenue
anticipation notes;
WHEREAS, the Local Agency shall confirm at the time of execution of the Pricing
Confirmation the marketing of its Note as either part of a pool of some or all of the notes issued by other
local agencies participating in the Program or as an individual Note;
WHEREAS, the Program requires the participating Issuers to sell their tax and revenue
anticipation notes to the California Statewide Communities Development Authority (the "Authority")
pursuant to note purchase agreements (collectively, "Purchase Agreements"), each between such
individual Issuer and the Authority, and dated as of the date of the Pricing Confirmation, a form of which
has been submitted to the Legislative Body;
WHEREAS, the Authority, pursuant to advice of 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, or, alternatively, the Authority may market
any of the notes individually (the "Separately Marketed Notes"), and the Local Agency hereby
acknowledges and approves the discretion of the Authority, acting upon the advice of the Underwriter,
to assign the Note to such Pool and such Indenture as the Authority may determine or, if the Authority
so determines, to market the Note individually;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Pooled Note, the Local Agency will (in the Pricing Confirmation) request
the Authority to issue a Series of Bonds pursuant to an Indenture to which the Note will be assigned by
the Authority in its discretion, acting upon the advice of the Underwriter, which Series of Bonds will be
payable from payments of principal of and interest on the Note and the other notes comprising the same
Pool and assigned to the same Indenture to which the Note is assigned;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Separately Marketed Note, the Local Agency will (in the Pricing
Confirmation) request the Authority to market the Note individually;
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 creait 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
t.ni.a3M.i
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 t,f California,
N.A., as trustee of the Reserve Indenture (the "Reserve Trustee');
WHEREAS, if, as designated in the Pricing Confirmation, the Credit Instrument is the
Reserve Fund, bonds issued pursuant to the Reserve Indenture (the "Reserve 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 dhe Reserve Indenture as finally
executed, such Reserve Credit Agreement being between the Authority and the Reserve Credit Provider;
WHEREAS, the net proceeds of the Note may be invested by the Local Agency in
Permitted Investments as defined in the Indenture) or in any other investment permitted by the laws of
the State of California, as now in effect and as hereafter amendad, 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
corresponding Reserve Credit Agreement, if any, to be determined and approved by the Pricing
Confirmation;
WHEREAS, pursuant to the Program each participating Issuer will be responsible for
its share of (a) the fees of the Trustee or Paying Agent (as hereinafter defined), as applicable and the
costs of issuing the applicable Series of Bonds or Separately Marketed Note, as applicable, 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 whose Note is a Pooled
Note 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 ,uch costs and fees being payable from the proceeds of the
applicable Series of Bonds (or, with respect to costs and fees of the Reserve Credit Provider, as may
otherwise be provided in the Reserve Indenture);
WHEREAS, pursuant to the Program, the Underwriter will submit an offer to the
Authority to purchase, in the case of each Pool of Notes, the Series of Bonds which will be secured by
the Indenture to which such Pool will be assigned and, in the case of a Separately Marketed Note, the
Note itself,
WHEREAS, it is necessary to engage the services of certain professionals to assist the
Local Agency in its participation in the Program;
WHEREAS, 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;
tAiAAM.1
WHEREAS, there is now before this Legislative Body a form of the Amended
Agreement; and
WHEREAS, 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 follows:
Section 1. Recitals. All the above recitals are true and cntrect and this Legislative Body
so finds and determines.
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
1993-1994, and not pursuant to any common plan of financing of the Local Agency, by the issuance of
a note in the Principal Amount under Sections 53850 St M. of the Act, designated the Local Agency's
"1993-1994 Tax and Revenue Anticipation Note" (the "Note"), to be issued in the case of a Pooled Note
in the form of one fully registered note at the Principal Amount thereof and in the case of a Separately
Marketed Note in the form of fully registered notes in denominations of five thousand dollars (.e5,000)
or any integral multiple thereof, aggregating to the Principal Amount, in each case 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 Oftereof and determined in the Pricing
ti 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 ter. percent (10%) per
annum as determined in the Pricing Confirmation and indicated or, 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, it 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 fund the Reserve Fund are secured by the Reserve Credit Instrument and a Drawing (as
defined in the Indenture) pertaining to the Note is not fully reimbursed by the Reserve Principal Payment
Date (as defined in the Indenture), the 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 in pan 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 an---* 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 1993-1994, as.provided in
LA1A190.I
Section 8 hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured
Percentage") shall be (i) equal to 100%, if the size of the Credit Instrument is greater than or equal to
the aggregate amount of principal of and interest on all unpaid neaps (or unpaid portions thereof) assigned
to the particular Series of Bonds as of the maturity date or (ii) equal to the amount of the Credit
Instrument divided by the aggregate amount of unpaid principal of and interest on such unpaid notes (or
portions thereof), expressed as a percentage, if the size of the Credit Instrument is less than the aggregate
amount of unpaid principal of and interest on such unpaid notes (or unpaid portions thereof) 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 (i) equal to 100%, if the size of the Reserve Credit Instrument
is greater than or equal to the aggregate amount of principal of and interest on unpaid notes (or unpaid
portions thereof, including the interest component if applicable) assigned to the particular Series of Bonds
(secured by the Reserve Fund funded by the Reserve Bonds secured by the Reserve Credit Instrument)
as of the Reserve Principal Payment Date or (ii) 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, if the size of the
Reserve Credit Instrument is less than the aggregate :.mount of unpaid principal of and interest on such
unpaid notes (or unpaid portions thereof) as of the Reserve Principal Payment Date.
Both the principal of and interest on the Note shall be payable in lawful money of the
United States of America, but only upon surrender thereof, at the corporate trust office of U.S. Trust
Company of California, N.A. in Los Angeles, California. The Principal Amount of the Note shall, prior
to the issuance thereof, be reduced from the Maximum Amount of Borrowing specified above if and to
the extent necessary to obtain an approving legal opinion of Orrick, Herrington & Sutcliffe ("Bond
Counsel") as to the legality thereof and the exclusion from gross income for federal tax purposes of
interest thereon. The Principal Amount of the Note shall, prior to the issuance thereof, also be reduced
from the Maximum Amount of Borrowing specified above, and other conditions shall be met by the Local
Agency, if and to the extent necessary to obtain from the Credit Provider or the Reserve Credit Provider,
as the case may be, its agreement to issue the Credit Instrument or Reserve Credit Instrument, as
applicable. if the Note is a Pooled Note and the Credit Instrument is the Reserve Fund which is backed
by a Reserve Credit Instrument, the issuance of the Note shall be subject to the approval of the Reserve
Credit Provider. Notwithstanding anything to the contrary contained herein, the decision of the Credit
Provider to issue the Credit Instrument and the approval of the Reserve Credit Provider of the issuance
of a Pooled Note shall be totally discretionary on the part of the Credit Provider or Reserve Credit
Provider, as applicable, and nothing herein shall be construed to require the Credit Provider or Reserve
Credit Provider to issue a Credit Instrument or approve the issuance of a Pooled Note, as applicable.
Whether issued as a Pooled Note or a Separately Marketed Note, 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 or Note. The Note shall be issued in fully registered form without
coupons and shall be substantially in the form and substance set forth in Exhibit A as attached hereto and
by reference incorporated herein, the blanks in said forms to be filled in with appropriate words and
figures.
Section 4. Sale of Note; DelMation. Any one of the Mayor, the City Manager or the
Finance Director/Treasurer of the Local Agency, as the case may be, or, in the absence of said officer,
his or her duly appointed assistant (collectively, the "Authorized Officer"). is hereby authorized and
directed to negotiate, with the Authority, an interest rate on the Note to the stated maturity thereof, which
shall not exceed ten percent (10%) per annum, and the purchase price to be paid by the Authority for the
Note, which purchase price shall be at a discount which when added to the Local Agency's share of the
uI.ovm.1
costs of issuance shall not be more than one percent (1 %) of the principal amount of the Note, and, if
such interest rate and price and other terms of the sale of the Note set out in the Pricing Confirmation
are acceptable to the Authorized Officer, the Authorized Officer is hereby further authorized and directed
to execute and deliver the pricing confirmation supplement to be delivered by the Underwriter (on behalf
of the Authority) to the Local Agency on a date within 10 days of said negotiation of interest rate and
purchase price during the period from May 1, 1993 through March 1, 1994 (the "Pricing Confirmation"),
substantially in the form presented to this meeting as Schedule I to the Purchase Agreement, with such
changes therein as the Authorized Officer shall require or approve, and such other documents or
certificates required to be executed and delivered thereunder or to consummate the transactions
contemplated hereby or thereby, for and in the name and on behalf of the Local Agency, such approval
by this Legislative Body and the Authorized Officer to be conclusively evidenced by such execution and
delivery. Any Authorized Officer is hereby further authorized to execute and deliver, prior to the
execution and delivery of the Pricing Confirmation, the Purchase Agreement substantially in the form
presented to this meeting, with such changes therein as the Authorized Officer shall require or approve,
such approval to be conclusively evidenced by such execution and delivery; provided, however, that the
Purchase Agreement shall not be effective and binding on the Local Agency until the execution and
delivery of the Pricing Confirmation. Delivery of an executed copy of the Pricing Confirmation -by fax
or telecopy shall be deemed effective execution and delivery for all purposes.
Section 5. Program Approval. The Note shall be a Separately Marketed Note or a
Pooled Note, as set forth in the Pricing Confirmation. In ►'te case of Pooled Notes, the Pricing
Confirmation may, but shall not be required to, specify the Series of Bonds to the Trustee under the
Indenture for which the Note will be assigned (but need not include information about other notes
assigned to the same pool or their Issuers). The Pricing Confirmation shall indicate whether and what
type of Credit Instrument and, if applicable, Reserve Credit lns.rument will apply.
The forms of Indenture, alternative general types and forms of Credit Agreements, if any,
and alternative general types and forms of Reserve Credit Agreements, if any, presented to this meeting
are hereby acknowledged, and it is acknowledged that the Authority will execute and deliver the
Indenture, or•e 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 Officer 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 Officer concurrent with the Pricing
Confirmation), such approval of the Authorized Officer and this Legislative Body to be conclusively
evidenced by the execution of the Pricing Confirmation. In the case where the Note is to be assigned to
an Indenture, it is acknowledged that the Authority is authorized and requested to issue Bonds pursuant
to and as provid- d in the Indenture as finally executed. If the Credit Agreement identified in the Pricing
Confirmation is 5e 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.
The Authorized Officer 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 in the case where the Note
is a Pooled Note or in such other offering document prepared in the case of a Separately Marketed Note.
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
15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), hereby deemed final within
the meaning of the Rule with respect to the Local Agency. If, at any time prior to the execution of the
Pricing Confirmation, 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
6
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.
In the event the Pricing Confirmation specifies that the Credit Agreement shall be a
Reserve Indenture, it is acknowledged that the Authority will issue the Reserve Bonds for the purpose
of credit enhancement of the Bonds pursuant to and as provided in the Reserve Indenture as finally
executed in accordance with the preceding paragraph.
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 chairs 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
(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 potion (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 in the Reserve Credit Agreement, and (ii) the holders of the Note or Series of Bonds issued
in connection with the Note are paid the full principal amount represented by the unsecured portion of
the Note plus interest accrued thereon (calculated at the Default Rate) to the date of 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 Predefault 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
u+i ave. 1
7
by the Local Agency within twenty-five (25) days of receipt by the Local Agency of a hill therefor from
the Trustee.
Section . No Joint Obligation. The Note will be issued in conjunction with a note or
notes of one or more other issuers, either as a Separately Marketed Note or as a Po led Note 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.
SediQn 7. Disposition of Proceeds of Note.
(A) Provisions applicable if the Note is a Pooled Note. If the Note is a Pooled Note, the
moneys received from the sale of the Note or of the Series of Bonds issued in connection with the Note
allocable 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
Underwriter on costs of issuance as provided in the Indenture. The moneys received from the sale of
the Note to the Authority, or allocable to the Note from the sale of Bonds, (net of the Local Agency's
share of the costs of issuance) 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.
(B) Provisions applicable if the Note is a Separately Marketed Note. If the Note is
a Separately Marketed Note, the moneys received from the sale of the Note allocable to the costs of
issuance shall be deposited in a Costs of Issuance Account held and invested by the Paying Agent and
expended as directed by the Underwriter on costs of issuance. The Paying Agent is hereby authorized
and directed to establish and hold a Costs of Issuance Account. The moneys received from the sale of
the Note (net of the costs of issuance) shall be deposited in the Local Agency's Proceeds Account hereby
authorized to be created for the Local Agency and said moneys may be used and expended by the Local
Agency for any purpose for which itis authorized to use and expend moneys, upon requisition from the
Proceeds Account. The Paying Agent is hereby authorized and directed to establish and hold a Proceeds
Account. Any such Paying Agert shall signify its acceptance of its duties and obligations as such by
executing a certificate of acceptance.
Section 8. Source of Payment.
(A) Provisions Applicable if the Note is a Pooled Note.
(1) 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 1993-1994 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) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
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
ui.axm.1
moneys of the Local Agency lawfully available therefor (ail as provided for in Sections 53856 and 53857
of the Act). 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 1993-1994. In order to effect
the pledge referenced in the preceding two sentences, 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
"1993 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. 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 1993-1994) until the amount on deposit in the Payment
Account 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. The number of Repayment Months determined in the
Pricing Confirmation shall not exceed six and the amount of money required to be deposited in each
Repayment Month as determined in the Pricing Confirmation shall not exceed fifty percent (50%) of the
principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the
"Pledged Revenues"). The Authorized Officer 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 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 such officer. 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 st,fficient 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. 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 a,; receipts for the
general fund of the Local Agency attributable to Fiscal Year 1993-1994 and which are generally available
for the payment of current expenses and other obligations of the Local Agency.
(2) Any moneys placed in the Payment Account shall be for the benefit of (i) 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 shall be applied
only for the purposes for which the Payment Account is 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.
(3) At least two (2) Business Days (as defined in the Indenture) prior to the Maturity
Date of the Note, the moneys in the Payment ACCOUnt shall be transferred by the Local Agency to the
9
Trustee for deposit into the Bond Payment Fund, 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 are insufficient to pay the principal
of and interest on the Note in full on the Maturity Date, moneys in the Payment Account 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 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.
(4) Moneys in the Proceeds 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 shsll 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 Obligations, if any, by reason of such
investment of the moneys in its Proceeds Subaccount.
(5) 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.
(B) Provisions applicable if the Note is a Separately Marketed Note.
(1) 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 1993-I994 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) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
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). In order to effect this pledge, the Local Agency hereby agrees and covenants to establish
and maintain a special fund within the Local Agency's general fund to be designated the " 1993 Tax and
Revenue Anticipation Note Payment Fund" (the "Payment Fund"), and further agrees and covenants to
maintain the Payment Fund until the payment of the principal of the Note and the interest thereon. The
Local Agency agrees to transfer to and deposit in the Payment Fund the first amounts received in the
months specified in the Pricing Confirmation as Repayment Months (each individual month a "Repayment
Month" and collectively "Repayment 14lonths") (and any amounts received thereafter attributable to Fiscal
10
Year 1993-1994) until the amount on deposit in the Payment Fund is equal in the respective Repayment
Months identified in the Pricing Confirmation to the percentages 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 Fund 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 Fund shall nevertheless be subject to the lien and charge created herein. The
number of Repayment Months determined in the Pricing Confirmation shall not exceed six and the
amount of money required to be deposited in each Repayment Month as determined in the Pricing
Confirmation shall not exceed fifty percent (50%) of the principal and interest due on the Note at maturity
(such pledged amounts being hereinafter called the "PIedged Revenues"). The Authorized Officer 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 Fund 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 such officer. In the event that on the day in each such Repayment Month that a deposit to the
Payment Fund is required to be made, the Local Agency has not received sufficient unrestricted revenues
to permit the deposit into the Payment Fund of the full amount of Pledged Revenues to be deposited in
the Payment Fund 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 Iawfully 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. 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
1993-1994 and which are generally available for the payment of current expenses and other obligations
of the Local Agency.
(2) Any moneys placed in the Payment Fund shall be for the benefit of the owner of
the Note. The moneys in the Payment Fund shall be applied only for the purposes for which the Payment
Fund is 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.
(3) At least two (2) Business Days prior to the Maturity Date of the Note, the moneys
in the Payment Fund shall be transferred by the Local Agency to the Paying Agent, to the extent
necessary, to pay the principal of and interest on the Note. In the event that moneys in the Payment Fund
are insufficient to pay the principal of and interest on the Note in full on the Maturity Date, moneys in
the Payment Fund shall be applied in the following priority: first to pay interest on the Note and second
to pay principal of the Note. Any moneys remaining in or accruing to the Payment Fund after the
principal of the Note and the interest thereon, have been paid, or provision for such payment has been
made, shall be transferred by the Paying Agent to the Local Agency.
(4) Moneys in the Proceeds Account shall be invested by the Paying Agent pursuant
to instructions of the Local Agency in an investment agreement or investment agreements designated in
the Pricing Confirmation and/or other permitted investments designated in the Pricing Confirmation. The
type of investment or investments to be applicable to the proceeds of the Note shall be determined in the
Pricing Confirmation. Any such investment by the Paying Agent shall be fir the account and risk of the
Local Agency and the Local Agency shall not he deemed to be relieved of any of its obligations with
respect to the Note, by reason of such investment of the moneys in its Proceeds Account.
Section 9. Execution or Note. Any one of the Mayor or the City Manager of the Local
Agency or any other officer designated by the Legislative Body shall be authorized to execute the Note
L411t31L1. t
11
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 officers of the Local Agency, are hereby authorized to cause the blank spaces of the Note
to be filled in as may be appropriate pursuant to the Pricing Confirmation. If the Note is a Pooled Note,
said officers are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent,
to authenticate and accept delivery of the Note pursuant to the terms and conditions of the Purchase
Agreement, this Resolution and the Indenture. If the Note is a Separately Marketed Note, said officers
are hereby authorized and directed to cause U.S. Trust Company of California, N.A. as paying agent,
registrar and authenticating agent (the "Paying Agent") to authenticate and deliver the Note pursuant to
the terms and conditions of the Purchase Agreement and this Resolution. In case any officer whose
signature shall appear on any Note shall cease to be such officer 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 shall have thereon a certificate of authentication substantially
in the form hereinafter set forth duly executed by the Trustee or Paying Agent (as applicable) and
showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless and until such certificate of authentication
shall have been duly executed by the Trustee or Paying Agent, as applicable, by manual signature, and
such certificate of authentication upon any such Note shall be conclusive evidence that such has been
authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be
deemed to have been executed by the Trustee or Paying Agent, as applicable, if signed by an authorized
officer of the Trustee or Paying Agent, as applicable. The Note need not bear the seal of the Local
Agency, if any.
Section 10. Note Registration and Transfer.
(A) Provisions Applicable if the Note is a Pooled Note. (1) As long as the Note
remains outstanding, the Local Agency shall maintain and keep at the principal corporate trust office of
the Trustee, books for the registration and transfer of the Note. The Note shall initially be registered in
the name of the Trustee under the Indenture to which the Note is assigned. Upon surrender of the Note
for transfer at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee,
duly executed by the registered owner or its duly authorized attorney, and upon payment of any tax, fee
or other governmental charge required to be paid with respect to such transfer or the Local Agency shall
execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a fully
registered Note. For every transfer of the Note, the Local Agency or the Trustee may make a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect
to the transfer, which sum or sums shall be paid by the person requesting such transfer as a condition
precedent to the exercise of the privilege of making such transfer.
(2) Subject to Section 6 hereof, the Local Agency and the Trustee and their respective
successors may deem and treat the person in whose name the Note is registered as the absolute owner
thereof for all purposes and the Local Agency and the Trustee and their respective successors shall not
be affected by any notice to the contrary, and payment of or on account of the principal of the Note shall
be made only to or upon the order of the registered owner thereof. All such payments shall be valid and
effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid.
(3) Any Note may, in accordance with its terms, be transferred upon the books
required to be kept by the Trustee, pursuant to the provisions hereof by the person in whose name it is
registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation,
accompanied by delivery of a written instrument of transfer, duly executed in form approved by the
Trustee.
12
(4) The Trustee or the Authorized Officer of the Local Agency, acting separately or
together, are authorized to sign any letter of representations which may be required in connection ;th
the delivery of the Bonds if such Bonds are delivered in book -entry form.
(5) In the event the Credit Instrument is the Reserve Fund and Reserve Bonds are
issued in connection therewith, if such Reserve Bonds must be redeemed in part pursuant to the
provisions of the Reserve Indenture, the Reserve Trustee is authorized and directed to execute and deliver
to the registered owner thereof at the expense of the Local Agency if the Local Agency's Note is then
deemed outstanding, a new Reserve Bond or Reserve Bonds of authorized denominations pursuant to the
terms of the Reserve Indenture.
(B) Provisions Applicable if the Note is a Separately Marketed Note. (1) As long as
the Note remains outstanding, the Local Agency shall maintain at the principal corporate trust office of
the Paying Agent, books for the registration and transfer of the Note. The Note shall be prepared in the
form of fully registered Notes in denominations of five thousand dollars ($5,000) or any integral multiple
thereof. The Note shall be initially issued registered in the name of "Code & Co.," as nominee of The
Depository Trust Company, New York, New York, and shall be evidenced by one Note to be in a
denomination corresponding to the total principal amount of the Note. Registered ownership of the Note,
or any portion hereof, may not hereafter be transferred except as hereinafter set forth. Registered
ownership of such Note, or any portion thereof, may not thereafter be transferred except:
(a) to any successor of The Depository Trust Company or its nominee, or
of any substitute depository designated pursuant to clause (b) of this subsection (1) ("Substitute
Depository"); provided that any successor of The Depository Trust Company or Substitute
.� Depository shall be qualified under any applicable laws to provide the service proposed to be
provided by it;
(b) to any Substitute Depository not objected to by the Local Agency, upon
(i) the resignation of The Depository Trust Company or its successor (or any Substitute
Depository or its successor) from its functions as depository, or (ii) a determination by the Local
Agency to substitute another depository for The Depository Trust Company (or its successor)
because The Depository Trust Company (or its successor) is no longer able to carry out its
functions as depository; provided that any such Substitute Depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it; or
(c) to any person as provided below, upon (i) the resignation of The
Depository Trust Company or its successor (or any Substitute Depository or its successor) from
its functions as depository, or (ii) a determination by the Local Agency to discontinue using a
depository.
(2) In the case of any transfer pursuant to clause (a) or clause (b) of subsection (1)
of this subsection (B), upon receipt of all outstanding Notes by the Paying Agent, together with a written
request of an Authorized Officer of the Local Agency to the Paying Agent designating the Substitute
Depository, a single new Note, which the Local Agency shall prepare or cause to be prepared, shall be
executed and delivered, registered in the name of such successor or such Substitute Depository, or their
nominees, as the case may be, all as specified in such written request of an Authorized Officer of the
Local Agency. In the case of any transfer pursuant to clause (c) of subsection (1) of this subsection (B),
upon receipt of all outstanding Notes by the Paying Agent, together with a written request of an
Authorized Officer of the Local Agency to the Paying Agent, new Notes, which the Local Agency shall
prepare or cause to be prepared, shall be executed and delivered in such denominations and registered
i.0-ovm.1
13
in the names of such persons as are requested in such written request of an Authorized Officer of the
Local Agency, subject to the limitations of Section 2 hereof.
(3) Subject to Section 6 hereof, the Paying Agent and the Local Agency and their
respective successors shall be entitled to treat the person in whose name any Note is registered as the
Owner thereof for all purposes of this Resolution and any applicable laws, notwithstanding any notice to
the contrary received by the Local Agency; and the Local Agency shall not have responsibility for
transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners
of the Note. Neither the Local Agency, nor the Paying Agent nor their respective successors shall have
any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party,
including The Depository Trust Company or its successor (or Substitute Depository or its successor),
except to the owner of any Notes, and the Local Agency and the Paying Agent may rely conclusively on
their records as to the identity of the owners of the Note.
(4) Notwithstanding any other provision of this Resolution and so long as the Note
is outstanding and registered in the name of 'Cede & Co. or its registered assigns, the Local Agency shall
cooperate with Cede & Co., as sole registerel Noteowner, and its registered assigns in effecting payment
of the principal of and interest on the Note by arranging for payment in such manner that funds for such
payments are properly identified and are made available on the date they are due all in accordance with
a letter of representations to be delivered in connection with the Note (the "Letter of Representations"),
the provisions of which the Local Agency may rely upon to implement the foregoing procedures
notwithstanding any inconsistent provisions herein. The Authorized Officer is hereby directed to execute
the Letter of Representations on behalf of the Local Agency.
(C) Provisions Applicable to both Pooled Notes and Separately Marketed Notes.
(1) The Trustee or Paying Agent, as applicable, will keep or cause to be kept, at its principal corporate
trust office, sufficient books for the registration and transfer of the Note, which shall be open to
inspection by the Local Agency during regular business hours. Upon presentation for such purpose, the
Trustee or Paying Agent, as applicable, shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore
provided.
(2) If any Note shall become mutilated, or the Local Agency, at the expense of the
registered owner of such Note, shall execute, and the Trustee or Paying Agent, as applicable, shall
thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for
the Note so mutilated, but only upon surrender to the Trustee or Paying Agent, as applicable, of the Note
so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered
to, or upon the order of, the Local Agency. If any Note shall be lost, destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to the Local Agency and the Trustee or Paying Agent,
as applicable, and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be
given, the Local Agency, at the expense of the registered owner, shall execute, and the Trustee or the
Paying Agent, as applicable, shall thereupon authenticate and deliver a new Note of like tenor and
number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall
have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee or Paying
Agent, as applicable, may pay the same without surrender thereof). The Trustee or Paying Agent, as
applicable, may require payment of a sum not exceeding the actual cost of preparing each new Note
issued pursuant to this paragraph and of the expenses which may be incurred by the Local Agency and
the Trustee or Paying Agent, as applicable, in such preparation. Any Note issued under these provisions
in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Local Agency, whether or not the Note so alleged to be lost, destroyed or
i.n»ya}.1
1.4
stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with
all other Notes secured by this Rasolution.
Section 11. Representations and Covenants.
(A) The T.oeal Agency is a municipal corporation 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
the Resolution, (ii) enter into and perform its obligations under the Purchase Agreement, and (iii) issue
the Note.
(B) (i) Upon the issuance of the Note, the Local Agency will 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 will 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 law 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) 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 1993-1994 setting forth expected
revenues and expenditures and has complied with all statutory and regulatory requirements with respect
to the adoption of such budget. The Local Agency hereby covenants that it will (i) duly, regularly and
properly prepare and adopt its final budget for Fiscal Year 1993-1994, (ii) provide to the Trustee or
Paying Agent (as applicable), 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, will not exceed fifty percent (50%) of the estimated amounts
of the Local Agency's uncollected taxes, income, revenue (including, but not limited to, revenue from
the state and federal governments), cash receipts, and other moneys to be received by the Local Agency
for the general fund of the Local Agency attributable to Fiscal Year 1993-1994 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.
(N) 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 ir► the financial condition of the Local Agency
15
since the date of such audited financial statements that will in the reasonable opinion of the Local Agency
materially impair its ability to perferm its obligations under this Resolution and the Note. The Local
Agency agrees to furnish to the Underwriter, the Trustee (or the Paying Agent, if applicable), the Credit
Provider, if any, and the Reserve Credit Provider, if any, promptly, from time to time, such information
regarding the operations, financial condition and property of the Local Agency as such party may
reasonably request.
(I) There is no action, suit, proceeding, inquiry or investigation, at law 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 A<-ency 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 issua,tce of the Note, the Note and this Resolution 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.
;t() It is hereby covenanted and warranted by the Local Agency that all representations
and recitals contained in this Resolution are true and correct, and that the Local Agency and its
appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any,
for the levy, receipt, collection and enforcement of the Pledged Revenues in accordance with law for
carrying out the provisions of this Resolution and the Note.
(L) The Local Agency shall not incur any indebtedness secured by a pledge of its
unrestricted revenues unless such pledge is subordinate in all respects to the pledge of unrestricted
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 Credic Agreement. if any, and/or the Indenture, as applicable.
Prior to the Maturity Date, moneys in the Local Agency's Payment Account 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) If the Note is a Pooled Note, so long as any Bonds issued in connection with the
Notes Ore Outstanding, o; any Predefault Obligation or Reimbursement Obligation is outstanding, LL:e
Local Agency will not create or suffer to be created any pledge of or lien on the Note other than the
pledge and tien of the Indenture.
LAI -09W.1
16
-,"IN
(0) The Local Agency will maintain a positive general fund balance.
Section 12. Tax Covenants. (A) The Local Agency will 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 under Section 103 of the Internal Revenue Code of 1986
(the "Code"). Without limiting the generality of the foregoing, the Local Agency will not make any use
of the proceeds of the Note or any other funds of the Local Agency which would cause the Note to be
an "arbitrage bond" within the meaning of Section 148 of the Code, a "private activity bond" within the
meaning of Section 141(x) 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 1993, 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 obser-e, 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 Bond Owners, the Credit Provider, if
any, the Reserve Credit Provider, if any, or the Trustee (or Paying Agent, as applicable) on their behalf
shall be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's
failure to observe, or refusal to compiy with, such covenants.
(D) The covenants contained in this Section 12 shall survive the payment of the Note.
Section 13. Events of Default and Remedies.
If any of the following events occurs, it is heraby 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 Payment Fund, as applicable, or any other payment required
to be paid hereunder 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 (or Paying Agent, as applicable), the Credit Provider, if
applicable, or the Reserve Credit Provider, if applicable, unless the Trustee (or Paying Agent,
as applicable) 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, representatioi, or other statement by or on behalf of the Local
Agency contained in this Resolution or the Purchase Agreement (including the Pricing
17
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 • .,der 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 (or Paying Agent, as applicable) shall have the right to intervene in the proceedings prior
to the expiration of such 30 days to protect its and the Bond Owners' (or Noteholders') interests;
(E) lite 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 (or Paying Agent, as applicable) shall have the right to intervene in the
proceedings prior to the expiration of such 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 (or Paying Agent, as applicable) 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 in the case the Note is a Pooled Note, to pay to the Trustee, and in the case the Note is
a Separately Marketed Note, to pay to the Paying Agent, in either case, an amount equal to the
principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and
upon notice to the Local Agency the same shall become immediately due and payable by the
Local Agency without further notice or demand; and
(2) Take whatever other action at law or 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 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.
uIA390.l
18
If the Credit Provider is not reimbursed on the Maturity Date for the drawing, payment
or claim, as applicable, used to ray principal of and interest on the Note due to a default in payment on
the Note by the Local Agency, as provided in Section 5.03 of the Indenture, 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 N,)te is not paid in full by the Reserve
Principal Payment Date, the Defaulted Note shall become a Defaulted Reserve Note and the unpaid
portion (including the interest component, if applicable) thereof (or the portion thereof with respect to
which the Reserve Fund applies for which reimbursement on a Drawing has not been fully made) shall
be deemed outstanding and shall bear interest at the Default Rate until the Local Agency's obligation on
the Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof.
Section 14. Trustee/Paying Agent. The Trustee is hereby appointed as paying agent,
registrar and authenticating agent for the Note if it is a Pooled Note. The Paying Agent is hereby
appointed as paying agent, registrar and authenticating agent for the Note if it is a Separately Marketed
Note. The Local Agency hereby directs and authorizes the payment by the Trustee or Paying Agent,
respectively, of the interest on and principal of the Note when such become due and payable, from
amounts received by the Trustee or Paying Agent 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.
The Local Agency hereby agrees to maintain as paying agent, registrar and authenticating
agent of the Note, (i) the Trustee under the Indenture, or (ii) the Paying Agent under the terms of this
Resolution.
Section 15. sale of Note. The Note shall be sold to the Authority, in accordance with
the terms of the Purchase Agreement, hereinbefore approved.
Section 16. Approval and Execution of Amended Agreement. The Amended
Agreement is hereby approved and the Mayor or the City Manager or any other designated official of
the Local Agency, is hereby authorized and directed to execute the Amended Agreement, with such
changes, insertions and 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. Approval of Actions. The aforementioned officers of the Local Agency are
hereby authorized and directed to execute the Note and cause the Trustee or Paying Agent, as applicable,
to authenticate and 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 officers 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
LAI -V%0.1
19
lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by,
this Resolution. The officers 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, the
Authorized Officer 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.
SectiQn 18. Proceedings Constitute Contract. The provisions of the Note and of this
Resolution shall constitute a contract between the Local Agency and the registered owner of the Note,
the Credit Provider, if any, and the Reserve Credit Provider, if any, 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.
Section IQ. 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 2 . Amendments. At any time or from time to time, the Local Agency may
adopt one or more Supplemental Resolutions with the written consents of the Authority, the Credit
Provider, if any, and the Reserve Credit Provider, if any, but without the necessity for consent of the
owners of the Note or of the Bonds issued in connection with the Notes 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;
(D) to cure any ambiguity, supply any omission. or cu.e 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 owners of the Note or of the Bonds issued in connection with the Notes 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 or of the Bonds issued in connection with the Notes outstanding at the time
LAS -439W.1
20
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 Notes 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 mar:rity 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 the Bonds issued in connection with the Notes, or shall reduce the
percentage of the Notes 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 Truster or
Paying Agent, as applicable, 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.
Section 22. Appointment of Band Counseil. The law firm of Orrick. Herrington &
Sutcliffe, Los Angeles, California is hereby appointed Bond Counsel for the Ptogram.
Section 23. Appointment of Underwriter. Sutro & Co. Incorporated, Los Angeles,
California, is hereby appointed underwriter for the Program.
u»sm.1
21
CLERK'S CFRTIFICATE
I, jennifer M. Perrin Clerk of the City of Lodi, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the City Council duly and regularly held at the regular meeting place thereof on the 19�bay
of May , 1993, of which meeting all of the members of the City Council of the City of Lodi had due
notice and at which a majority thereof were present; and at the meeting said resolution was adopted by
the following vote:
AYES: Council Members - Mann, Sieglock, Snider, and Pennino (Mayor)
NOES: Council Members - Davenport
ABSENT: Council Members - None
An agenda of said meeting was posted at least 72 hours before said meeting at
various locations Lodi . California, a location freely accessible to members of the public, and
a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified
or rescinded since the date of its adoption, and the same is now in full force and effect.
Dated: MaY 19. _, 1993
LAI-GM3
rk of the City of Lodi
-22-
93-61
EXHIBIT A
CITY OF LODI
1993-1994 TAX AND REVENUE ANTICIPATION NOTE, (SERIES 1-'
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 mar-::ity 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"/"Paying
Agent"]-''). 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), if any, is not reimbursed
in full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution)
to pay all 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 and with the consequences set forth in the
Resolution). If this Note becomes a Defaulted Note and any portion thereof remains unpaid on the
Reserve Principal Payment Date (if applicable and as more particularly described and defined in the
=t if more than one Series of Bonds is issued under the Program in Fiscal Year 1993-1994 and if the Note is pooled
with notes issued by other Issuers (as defined in the Resolution).
-� Trustee if Note is pooled with notes of other Issues; Paying Agent if Note is marketed individually, the
determination of which shall be made in the Pricing Confirmation.
tet -090.1
A-1
Resolution) this Note shall become a Defaulted Reserve Note (as defined and with the consequences set
forth in the Resolution).
It is hereby certified, recited and declared that this Note (the "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
fund of the Local Agency and are attributable to Fiscal Year 1993-1994 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 in
and (and any amounts received thereafter attributable to Fiscal
Year 1993-1994) until the amount on deposit in the [Payment Account/Payment Fund]= (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 -at 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
PIedged Revenues, and to the extent not so paid shall be paid from any other moneys of the Local
Agency lawfully available therefor as set forth in the Resolution. The full faith and credit of the Local
Agency is not pledged to the payment of the principal of or interest on this Note.
This Note is transferable, as provided by the Resolution, only upon the books of the Local
Agency kept at the office of the [Trustee/Paying Agent], by the registered owner hereof in person or by
its duly authorized attorney, upon surrender of this Note for transfer at the office of the [Trustee/Paying
Agent], duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the
[Trustee/Paying Agent] duly executed by the registered owner hereof or its duly authorized attorney, and
upon payment of any tax, fee or other governmental charge required to be paid with respect to such
transfer, a fully registered Note will be issued to the designated transferee or transferees.
The Local Agency and the [Trustee/Paying Agent] 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/Paying Agent] shall not be affected by any notice to the contrary.
This Note shall not be valid or become obligatory for any purpose until the Certificate
of Authentication and Registration hereon shall have been signed by the [Trustee/Paying Agent].
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_
Payment Account if Note is Pooled with rwtce of other Issuers; Payment Fund if Note is marketed individually.
A-2
I
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 officer of the Local Agency
and countersigned by the manual or facsimile signature of its duly authorized officer and caused its
official seal to be axed hereto either manually or by facsimile impression hereon as of the date of
authentication set forth below.
(SEAL)
Countersigned
By
Title:
W-UM.i
CITY OF LODI
By
Title:
A-3
following date:
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Note is the Note mentioned in the within -mentioned Resolution authenticated on the
as Trustee[/Paying Agent]
BY
AUTHORIZED OFFICER
u,asvaM
A-4
I
ASSIGNMENT
For Value Received, the undersigned, , hereby
sells, assigns and transfers unto (Tax Identification or Social Security No.
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof. with
full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as it appears
upon the face of the within Note in every
particular, without alteration or enlarge-
ment or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a
member firm of the New York Stock
y Exchange or a commercial bank or
trust company.
tui-L"W.1
A-5
RESOLUTION NO. 93-61
MAXIMUM AMOUNT OF BORROWING: $4,000,000
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
BORROWING OF FUNDS FOR FISCAL YEAR 1993-1994 AND THE ISSUANCE
AND SALE OF A 1993-1954 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA CASH FLOW
FINANCING PROGRAM
WHEREAS, Local agencies are authorized by Section 53850 to 53858, both inclusive, of
the Government Code of the State of California (the "Act") (being Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes;
WHEREAS, the legislative body (the "legislative Body") of the local agency specified
above (the "Local Agency") has determined that a sum (the "Principal Amount"), not to exceed the
Maximum Amount of Borrowing designated above, 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, a municipal corporation, to satisfy obligations of the Local Agency, and that it is necessary that
said Principal Amount be borrowed for such purpose at this time by the issuance of a note therefor in
anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by
the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30,
1994 ("Fiscal Year 1993-1994");
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 1993-1994 and available for the payment of the principal of the Note and the interest
thereon;
WHEREAS, no money ha,; 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 1993-
94;
WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received
by the Local Agency during and attributable to Fiscal Year 1993-1994 can be pledged for the payment
of the principal of the Note and the interest thereon (as hereinafter provided);
WHEREAS, the Local Agency has determined that it is in the best interests of the Local
Agency to participate in the California Cash Flow Financing Program (the "Program"), whereby
participating local agencies (collectively, the "Issuers") will simultaneously issue tax and revenue
anticipation notes;
WHEREAS, the Local Agency shall confirm at the time of execution of the Pricing
Confirmation the marketing of its Note as either part of a pool of some or all of the notes issued by other
local agencies participating in the Program or as an individual Note;
WHEREAS, the Progran 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 Authoiity, and dated as of the date of the Pricing Confirmation, a form of which
has been submitted to the Legislative Body;
WHEREAS, the Authority, pursuant to advice of 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, or, alternatively, the Authority may market
any of the notes individually (the "Separately Marketed Notes"), and the Local Agency hereby
acknowledges and approves the discretion of the Authority, acting upon the advice of the Underwriter,
to assign the Note to such Pool and such Indenture as the Authority may determine or, if the Authority
so determines, to market the Note individually;
WHEREAS, if, at the time of execution of the Pricing Confumation, the Local Agency
confirms that its Note will be a Pooled Note, the Local Agency will (in the Pricing Confirmation) request
the Authority to issue a Series of Bonds pursuant to an Indenture to which the Note will be assigned by
the Authority ip 'its discretion, acting upon the advice of the Underwriter, which Series of Bonds will be
payable from payments of principal of and interest on the Note and the other notes comprising the same
Pool and assigned to the same Indenture to which the Note is assigned;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Separately Marketed Note, the Local Agency will (in the Pricing
Confirmation) request the Authority to market the Nate individually;
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 pol.--y (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 tha Indenture, as finally executed (collectively, the "Credit Provider"), pursuant to a credit
agreement or agreements or commitment letter ov letters or, in the case of the Reserve Fund, an indenture
(the "Reserve Indei.ture") (collectively, the "Credit Agreement") between (i) in the case of an irrevocable
[At -090.1
letter (or letters) of credit or policy (or policies) of insurance, the Authority and the respective Credit
Provider and (ii) in the case of the Reserve Fund, the Authority and U.S. Trust Company of California,
N.A., as trustee of the Reserve Indenture (the "Reserve Trustee");
WHEREAS, if, as designated in the Pricing Confirmation, the Credit Instrument is the
Reserve Fund, bonds issued 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;
WHEREAS, the net proceeds of the Note may be invested by the Local Agency in
Permitted Investments (as defined in the Indenture) or in any other investment permitted by the laws of
the State of California, as now in effect and as hereafter amended, modified or supplemented from time
to time;
WHEREAS, as part of the Program each participating Issuer approves the Indenture, the
alternative forms of Credit Agreements, if any, and the alternative forms of Reserve Credit Agreements,
if any, in substantially the forms presented to the Legislative Body, with the final form of indenture, type
of Credit Instrument and corresponding Credit .Agreement and type of Reserve Credit Instrument and
corresponding %t terve Credit Agreement, if any, to be determined and approved by the Pricing
Confirmatio.);
WHEREAS, pursuant to the Program each participating Issuer will be responsible for
its share of (a) the fees of the Trustee or Paying Agent (as hereinafter defined), as applicable and the
costs of Lssuing the applicable Series of Bonds or Separately Marketed Note, as app!icable, 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 whose Note is a Pooled
Note will be responsible for its share of the fees of the Reserve Trustee and the costs of issuing the
applicaole Series of Reserve Bonds, all such costs and fees being payable from the proceeds of the
applicable Series of Bonds (or, wi!h respect to costs and fees of the Reserve Credit Provider, as may
otherwise be provided in the Reserve Indenture);
WHEREAS, pursuant to the Program, the Underwriter will submit an offer to the
Authority to purchase, in the case of each Pool of Notes, the Series of Bonds which will be secured by
the Indenture to which such Pool will be assigned and, in the case of a Separately Marketed Note, the
Note itself,
WHEREAS, it is necessary to engage the services of certain professionals to assist the
Local Agency in its participation in the Program;
WHEREAS, 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;
LAI -09M.1
WHEREAS, there is now before this Legislative Body a form of the Amended
Agreement; and
WHEREAS, 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 Legislativ: Body hereby finds, determines. declares and
resolves as follows:
Section 1 Recitals. All the above recitals are true and correct and this Legislative Body
so finds and determines.
Section 2. Authorization of Issuance. This Legislative Body hereby determines to
borrow solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to
be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year
1993-i994, and not pursuant to any common plan of financing of the Local Agency, by the issuance of
a note in the Principal Amount under Sections 53850.t M. of the Act, designated the Local Agency's
"1993-1994 Tax and Revenue Anticipation Note" (the "Note"), to be issued in the case of a Pooled Note
in the form of one fully registered note at the Principal Amount thereof and in the case of a Separately
Marketed Note in the form of fully registered notes in denominations of five thousand dollars ($5,004)
or any integral multiple thereof, aggregating to the Principal Amount, in each case 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 -:e 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
annum as determined in the Pricing Confirmation and indicated on the face of .he 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, it 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 he deemed outstanding and shall continue to bear interest thereafter until paid at the
Default Rate (as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve
Bonds issued to fund the Reserve Fund are secured by the Reserve Credit Instrument and a Drawing (as
defined in the Indenture) pertaining to the Note is not Pally reimbursed by the Reserve Principal Payment
Date (as defined in the Indenture), the 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 in part and the Note is not fully paid at maturity, the
unpaid portion thereof (or the portion thereof to which no Credit Instrument applies which is unpaid) shall
be deemed outstanding and shall continue to bear interest thereafter until paid at the Default Rate. In
each case set forth in the preceding three sentences, the obligation of the Local Agency with 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 1993-1994, as provided in
LAI -0M.3
Section 8 hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured
Percentage") shall be (i) equal to 100%, if the size of the Credit Instrument is greater than or equal to
the aggregate amount of principal of and interest on all unpaid notes (or unpaid portions thereof) assigned
to the particular Serie: of Bonds as of the maturity date or (ii) equal to the amount of the Credit
Instrument divided by the aggregate amount of unpaid principal of and interest on such unpaid notes (or
portions thereof), expressed as a percentage, if the size of the Credit Instrument is less than the aggregate
amount of unpaid principal of and interest on such unpaid notes (or unpaid portions thereof) 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 (i) equal to 100%, if the size of the Reserve Credit Instrument
is greater than or equal to the aggregate amount of principal of and interest on unpaid notes (or unpaid
portions thereof, including the interest component if applicable) assigned to the particular Series of Bonds
(secured by the Reserve Fund funded by the Reserve Bonds secured by the Reserve Credit Instrument)
as of the Reserve Principal Payment Date or (ii) 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, if the size of the
Reserve Credit Instrument is less than the aggregate amount of unpaid principal of and interest on such
unpaid notes (or unpaid portions thereof) as of the Reserve Principal Payment Date.
Both the principal of and interest on the Note shall be payable in lawful money of the
United States of America, but only upon surrender thereof, at the corporate trust office of U.S. Trust
Company of California, N.A. in Los Angeles, California. The Principal Amount of the Note shall, prior
to the issuance thereof, be reduced from the Maximum Amount of Borrowing specified above if and to
the extent necessary to obtain an approving legal opinion of Orrick, Herrington & Sutcliffe ("Bond
Counsel") as to the legality thereof and the exclusion from gross income for federal tax purposes of
interest thereon. The Principal Amount of the Note shall, prior to the issuance thereof, also be reduced
from the Maximum Amount of Borrowing specified above, and other conditions shall be met by the Local
Agency, if and to the extent necessary to obtain from the Credit Provider or the Reserve Credit Provider,
as the case may be, its agreement to issue the Credit Instrument or Reserve Credit Instrument, as
applicable. If the Note is a Pooled Note and the Credit Instrument is the Reserve Fund which is backed
by a Reserve Credit Instrument, the issuance of the Note shall be subject to the approval of the Reserve
Credit Provider. Notwithstanding anything to the contrary contained herein, the decision of the Credit
Provider to issue the Credit Instrument and the approval of the Reserve Credit Provider of the issuance
of a Pooled Note shall be totally discretionary on the part of the Credit Provider or Reserve Credit
Provider, as applicable, and nothing herein shall be construed to require the Credit Provider or Reserve
Credit Provider to issue a Credit Instrument or approve the issuance of a Pooled Note, as applicable.
Whether issued as a Pooled Note or a Separately Marketed Note, 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 5383 of the Act.
Section 3. Form of Note. The Note shall be issued in fully registered form without
coupons and shall be substantially in the form and substance set forth in Exhibit A as attached hereto and
by reference incorporated herein, the blanks in said forms to be filled in with appropriate words and
figures.
Section 4. Sale of Note; Delegation. Any one of the Mayor, the City Manager or the
Finance Director/Treasurer of the Local Agency, as the case may be, or, in the absence of said officer,
his or her duly appointed assistant (collectively, the "Authorized Officer"), ,s hereby authorized and
directed to negotiate, with the Authority, an interest rate on the Note to the stated maturity thereof, which
shall not exceed ten percent (10%) per annum, and the purchase price to be paid by the Authority for the
Note, which purchase price shall r: at a discount which when added to the Local Agency's share of the
LAI -0903.1
costs of issuance shall not be more than one percent (l %) of the principal amount of the Note, and, if
such interest rate and price and other terms of the sale of the Note set out in the Pricing Confirmation
are acceptable to the Authorized Officer, the Authorized Officer is hereby further authorized and directed
to execute and deliver the pricing confirmation supplement to be delivered by the Underwriter (on behalf
of the Authority) to the Local Agency on a date within 10 days of said negotiation of interest rate and
purchase price during the period from May 1, 1993 through March 1, 1994 (the "Pricing Confirmation"),
substantially in the form presented to this meeting as Schedule 1 to the Purchase Agreement, with such
changes therein as the Authorized Officer shall require or approve, and such other documents or
certificates required to be executed and delivered thereunder or to consummate the transactions
contemplated hereby or thereby, for and in the name and on behalf of the Local Agency, such approval
by this Legislative Body and the Authorized Officer to be conclusively evidenced by such execution and
delivery. Any Authorized Officer is hereby further authorized to execute and deliver, prior to the
execution and delivery of the Pricing Confirmation, the Purchase Agreement substantially in the form
presented to this meeting, with such changes therein as the Authorized Officer shall require or approve,
such approval to be conclusively evidenced by such execution and delivery; provided, however, that the
Purchase Agreement shall not be effective and binding on the Local Agency until the execution and
delivery of the Pricing Confirmation. Delivery of an executed copy of the Pricing Confirmation by fax
or teleeopy shall be deemed effective execution and delivery for all purposes.
Section 5. Program Approval. The Note shall be a Separately Marketed Note or a
Pooled Note, as set forth in the Pricing Confirmation. In the case of Pooled Notes, the Pricing
Confirmation may, but shall not be required to, specify the Series of Bonds to the Trustee under the
Indenture for which the Note will be assigned (but need not include information about other notes
assigned to the same pool or their Issuers). The Pricing Confirmation shall indicate whether and what
type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply.
The forms of Indenture, alternative general types and forms of Credit Agreements, if any,
.nd 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 Officer 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 Officer concurrent with the Pricing
Confirmation), such approval of the Authorized Officer and this Legislative Body to be conclusively
evidenced by the execution of the Pricing Confirmation. In the case where the Note is to be assigned to
an Indenture, it is acknowledged that the Authority is authorized and requested to issue Bonds pursuant
to and as provided in the Indenture as finally executed. 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.
The Authorized Officer 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 in the case where the Note
is a Pooled Note or in such other offering document prepared in the case of a Separately Marketed Note.
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
15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), hereby deemed final within
the meaning of the Rule with respect to the Local Agency. If, at any time prior to the execution of the
Pricing Confirmation, any event occurs as a result of which the informztion contained in the Preliminary
Official Statement or other offering document relating to the Local Agency might include an untrue
ui-uvm.1
6
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.
In the event the Pricing Confirmation specifies that the Credit Agreement shall be a
Reserve Indenture, it is acknowledged that the Authority will issue the Reserve Bonds for the purpose
of credit enhancement of the Bonds pursuant to and as provided in the Reserve Indenture as finally
executed in accordance with the preceding paragraph.
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
(calculated at the Default Rate) to he 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 in the Reserve Credit Agreement, and (ii) the holders of the Note or Series of Bonds issued
in connection with the Note are paid the full principal amount represented by the unsecured portion of
the Note plus interest accrued thereon (calculated at the Default Rate) to the date of 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 Predefault 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
u1-usm.1
7
by the Local Agency within twenty-five (25) daysof receipt by the Local Ai:ncy of a bill therefor from
the Trustee.
tin . No .)oint Obligation. The Note will be issued in conjunction with a note or
notes of one or more other Issuers, either as a Separately Marketed Note or as a Pooled Note 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) Provisions applicable if the Note is a Poole',LNote. If the Note is a Pooled Note, the
moneys received from the sale of the Note or of the Series of }fonds issued in connection with the Note
allocable 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
Underwriter on costs of issuance as provided in the Indenture. The moneys received from the sale of
the Note to the Authority, or allocable to the Note from the sale of Bonds, (net of the Local Agency's
share of the costs of issuance) 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.
(B) Provisions applicable if the Note is a Separately Marketed Note. If the Note is
a Separately Marketed Note, the moneys received from the sale of the Note allocable to the costs of
issuance shall be deposited in a Costs of Issuance Account held and invested by the Paying Agent and
expended as directed by the Underwriter on costs of issuance. The Paying Agent is hereby authorized
and directed to establish and hold a Costs of Issuance Account. The moneys received from the sale of
the Note (net of the costs of issuance) shall be deposited in the Local Agency's Proceeds Account hereby
authorized to be created 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 Account. The Paying Agent is hereby authorized and directed to establish and hold a Proceeds
Account. Any such Paying Agent shall signify its acceptance of its duties and obligations as such by
executing a certificate of acceptance.
Section 8. Source of Payment.
(A) Provisions Applicable if the Note is a Pooled Note.
(1) 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 1993-1994 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) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
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
LAli790.1
8
moneys of the Local Agency lawfully available therefor (all as provided for in Sections 53856 and 53857
of the Act). The Notehcdders, Bondholders. Credit Provider and, if applicable, the Reserve Credit
Provider shall have a first Gen and charge on such certain unrestricted revenues as hereinafter provided
which are received by the Local Agency and are attributable to Fiscal Year 1993-1994. In order to effect
the pledge referenced in the preceding two sentences, 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
"1993 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. 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 1993-1994) until the amount on deposit in the Payment
Account 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. The number of Repayment Months determined in the
Pricing Confirmation stall not exceed six and the amours: of money required to be deposited in each
Repayment Month as determined in the Pricing Confirmation shall not exceed fifty percent (50%) of the
principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the
"Pledged Revenues"). The Authorized Officer 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 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 such officer. 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 deficienc) -,hall be satisfied and made up from any other
moneys of the local Agency lawfully available for the pa).-nent of the principal of the Note and the
interest thereon, as and when such other moneys are received �)r are otherwise legally available. 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 1993-1994 and which are generally available
for the payment of current expenses and oiher obligations of the Local Agency.
(2) Any moneys placed in the Payment Account shall be for the benefit of (i) 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 shalt be applied
only for .he purposes for which the Payment Account is 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.
(3) At least two (2) Business Days (as defined in the Indenture) prior to the Maturity
Date of the Note, the moneys in the Payment Account shall be transferred by the Local Agency to the
uti-o9a+.�
9
Trustee for deposit into the Bond Payment Fund, 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 are insufficient to pay the principal
of and interest on the Note in full on the Maturity Date, moneys in the Payment Account 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 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.
(4) Moneys in the Proceeds 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 Obligations. if any, by reason of such
investment of the moneys in its Proceeds Subaccount.
(5) 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.
(B) Provisions applicable if the Note is a Separately Marketed Note.
(1) 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 1993-1994 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) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
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). In order to effect this pledge, the Local Agency hereby agrees and covenants to establish
and maintain a special fund within the Local Agency's general fund to be designated the " 1993 Tax and
Revenue Anticipation Note Payment Fund" (the "Payment Fund"), and further agrees and covenants to
maintain the Payment Fund until the payment of the principal of the Note and the interest thereon. The
Local Agency agrees to transfer to and deposit in the Payment Fund 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 anv amounts received thereafter attributable to Fiscal
LAI -43W3.1
10
Year 1993-1994) until the amount on deposit in the Payment Fund is equal in the respective Repayment
Months identified in the Pricing Confirmation to the percentages 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 Fund 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 Fund shall nevertheless be subject to the lien and charge created herein. Ile
number of Repayment Months determined in the Pricing Confirmation shall not exceed six and the
amount of money required to be deposited in each Repayment Month as determined in the Pricing
Confirmation shall not exceed fifty percent (50 %) of the principal and interest due on the Note at maturity
(such pledged amounts being hereinafter called the "Pledged Revenues"). The Authorized Officer 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 Furd 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 such officer. In the event that on the day in each such Repayment Month that a deposit to the
Payment Fund is required to be made, the Local Agency has, not received sufficient unrestricted revenues
to permit the deposit into the Payment Fund of the full amount of Pledged Revenues to be deposited in
the Payment Fund 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. 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
1993-1994 and which are generally available for the payment of current expenses and other obligations
of the Local Agency.
(2) Any moneys placed in the Payment Fund shall be for the benefit of the owner of
the Note. The moneys in the Payment Fund shall be applied only for the purposes for which the Payment
Fund is created until the principal of the dote 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.
(3) At least two (2) Business Days prior to the Maturity Date of the Note, the moneys
in the Payment Fund shall be transferred by the Local Agency to the Paying Agent, to the extent
necessary, to pay the principal of and interest on the Note. In the event that moneys in the Payment Fund
are insufficient to pay the principal of and interest on the Note in full on the Maturity Date, moneys in
the Payment Fund shall be applied in the following priority: first to pay interest on the Note and second
to pay principal of the Note. Any moneys remaining in or accruing to the Payment Fund after the
principal of the Note and the interest thereon, have been paid, or provision for such payment has been
made, shall be transferred by the Paying Agent to the Local Agency.
(4) Moneys in the Proceeds Account shall be invested by the Paying Agent pursuant
to instructions of the Local Agency in an investment agreement or investment agreements designated in
the Pricip_g Confirmation and/or other permitted investments designated in the Pricing Confirmation. The
type of investment or investments to be applicable to the proceeds of the Note shall be determined in the
Pricing Confirmation. Any such investment by the Paying Agent 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, by reason of such investment of the moneys in its Proceeds Account.
Section 9. Execution of Note. Any one of the Mayor or the City Manager 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 cfficers of the Local Agency, are hereby authorized to cause the blank spaces of the Note
to be filled in as maybe appropriate pursuant to the Pricing Confirmation. If the Note is a Pooled Note,
said officers are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent.
to authenticate and accept delivery of the Note pursuant to the terms and conditions of the Purchase
Agreement, this Resolution and the Indenture. If the Note is a Separately Marketed Note, said officers
are hereby authorized and directed to cause U.S. Trust Company of California. N.A. as paying agent,
registrar and authenticating agent (the "Paying Agent") to authenticate and deliver the Note pursuant to
the terms and conditions of the Purchase Agreement and this Resolution. In case any officer whose
signature shall appear on any Note shall cease to be such officer 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 shall have thereon a certificate of authentication substantially
in the form hereinafter set forth duly executed by the Trustee or Paying Agent (as applicable) and
showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless and until such certificate of authentication
shall have been duly executed by the Trustee or Paying Agent, as applicable, by manual signature, and
such certificate of authentication upon any such Note shall be conclusive evidence that such has been
authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be
deemed to have been executed by the Trustee or Paying Agent, as applicable, if signed by an authorized
officer of the Trustee or Paying Agent, as applicable. The Note need not bear the seal of the Local
Agency, if any.
Section 1 . Note Registration and Transfer.
(A) Provisions Applicable if the Note is a Pooled Note. (1) As long as the Note
remains outstanding, the Local Agency shall maintain and keep at the principal corporate trust office of
the Trustee, books for the registration and transfer of the Note. The Note shall initially be registered in
the name of the Trustee under the Indenture to which the Note is assigned. Upon surrender of the Note
for transfer at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee,
duly executed by the registered owner or its duly authorized attorney, and upon payment of any tax, fee
or other governmental charge required to be paid with respect to such transfer or the Local Agency shall
execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a fully
registered Note. For every transfer of the Note, the Local Agency or the Trustee may make a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect
to the transfer, which sum or sums shall be paid by the person requesting such transfer as a condition
precedent to the exercise of the privilege of making such transfer.
(2) Subject to Section 6 hereof, the Local Agency and the Trustee and their respective
successors may deem and treat the person in whose name the Note is registered as the absolute owner
thereof for all purposes and the Local Agency and the Trustee and their respective successors shall not
be affected by any notice to the contrary, and payment of or on account of the principal of the Note shall
be made only to or upon the order of the registered owner thereof. All such payments shall be valid and
effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid.
(3) Any Note may, in accordance with its terms, be transferred upon the books
required to be kept by the Trustee, pursuant :o the provisions hereof by the person in whose name it is
reg'stered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation,
accompanied by delivery of a written instrument of transfer, duly executed in form approved by the
Trustee.
LAI -4390.1
12
(4) The Trustee or the Authorized Officer of the Local Agency, acting separately or
together, are authorized to sign any letter of representations which may be required in connection with
the delivery of the Bonds if such Bonds are delivered in book -entry form.
(5) In the event the Credit Instrument is the Reserve Fund and Reserve Bonds are
issued in connection therewith, if such Reserve Bonds must be redeemed in part pursuant to the
provisions of the Reserve Indenture, the Reserve Trustee is authorized and directed to execute and deliver
to the registered owner thereof at the expense of the Local Agency if the Local Agency's Note is then
deemed outstanding, a new Reserve Bond or Reserve Bonds of authorized denominations pursuant to the
terms of the Reserve Indenture.
(B) Provisions Applicable if the Note is a Separately Marketed Note. (1) As long as
the Note remains outstanding, the Local Agency shall maintain at the principal corporate trust office of
the Paying Agent, books for the registration and transfer of the Note. The Note shall be prepared in the
form of fully registered Notes in denominations of five thousand dollars ($5,000) or any integral multiple
thereof. The Note shall be initially issued registered in the name of "Cede & Co.," as nominee of The
Depository Trust Company, New York, New York, and shall be evidenced by one Note to be in a
denomination corresponding to the total principal amount of the Note. Registered ownership of the Note,
or any portion hereof, may not hereafter be transferred except as hereinafter set forth. Registered
ownership of such Note, or any portion thereof, may not thereafter be transferred except:
(a) to any successor of The Depository Trust Company or its nominee, or
of any substitute depository designated pursuant to clause (b) of this subsection (1) ("Substitute
Depository"); provided that any successor of The Depository Trust Company or Substitute
Depository shall be qualified under any applicable laws to provide the service proposed to be
provided by it;
(b) to any Substitute Depository not objected to by the Local Agency, upon
(i) the resignation of The Depository Trust Company or its successor (or any Substitute
Depository or its successor) from its functions as depository, or (ii) a determination by the Local
Agency to substitute another depository for The Depository Trust Company (or its successor)
because The Depository Trust Company (or its successor) is no longer able to carry out its
functions as depository; provided that any such Substitute Depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it; or
(c) to any person as provided below, upon (i) the resignation of The
Depository Trust Company or its successor (or any Substitute Depository or its successor) from
its functions as depository, or (ii) a determination by the Local Agency to discontinue using a
depository.
(2) In the case of any transfer pursuant to clause (a) or clause (b) of subsection (1)
of this subsection (B), upon receipt of all outstanding Notes by the Paying Agent, together with a written
request of an Authorized Officer of the Local Agency to the Paying Agent designate ; the Substitute
Depository, a single new Note, which the Local Agency shall prepare or cause to be pi pared, shall be
executed and delivered, registered in the name of such successor or such Substitute De: isitory, or their
nominees, as the case may be, all as specified in such written request of an Authorized Officer of the
Local Agency. In the case of any transfer pursuant to clause (c) of subsection (1) of this subsection (B),
upon receipt of all outstanding Notes by the Paying Agent, together with a written request of an
Authorized Officer of the Local Agency to the Paying Agent, new Notes, which the Local .Agency shall
prepare or cause to be prepared, shall be executed and delivered in such denominations and registered
13
in the names of such persons as are requested in such written request of an Authorized Officer of the
Local Agency, subject to the limitations of Section 2 hereof.
(3) Subject to Section 6 hereof, the Paying Agent and the Local Agency and their
respective successors shall be entitled to treat the person in whose name any Note is registered as the
Owner thereof for all purposes of this Resolution and any applicable laws, notwithstanding any notice to
the contrary received by the Local Agency; and the Local Agency shall not have responsibility for
transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners
of the Note. Neither the Local Agency, nor the Paying Agent nor their respective successors shall have
any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party,
including The Depository Trust Company or its successor (or Substitute Depository or its successor),
except to the owner of any Notes, and the Local Agency and the Paying Agent mzy rely conclusively on
their records as to the identity of the owners of the Note.
(4) Notwithstanding any other provision of this Resolution and so long as the Note
is outstanding and registered in the name of Cede & Co. or its registered assigns, the Local Agency shall
cooperate with Cede & Co., as sole registered Noteowner, and its registered assigns in effecting payment
of the principal of and interest on the Note by arranging for payment in such manner that funds for such
payments are properly identified and are made available on the date they are due all in accordance with
a letter of representations to be delivered in connection with the Note (the "Letter of Representations"),
the provisions of which the Local Agency may rely upon to implement the foregoing procedures
notwithstanding any inconsistent provisions herein. The Authorized Officer is hereby directed to execute
the Letter of Representations on behalf of the Local Agency.
(C) Provisions Applicable to both Pooled Notes and Separately Marketed Notes.
(1) The Trustee or Paying Agent, as applicable, will keep or cause to be kept, at its principal corporate
trust office, sufficient books for the registration and transfer of the Note, which shall be open to
inspection by the Local Agency during regular business hours. Upon presentation for such purpose, the
Trustee or Paying Agent, as applicable, shall, under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore
provided.
(2) If any Note shall become mutilated, or the Local Agency, at the expense of the
registered owner of such Note, shall execute, and the Trustee or Paying Agent, as applicable, shall
thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for
the Note so mutilated, but only upon surrender to the Tru: tee or Paying Agent, as applicable, of the Note
so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered
to, or upon the order of, the Local Agency. If any Note shall be lost, destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to the Local Agency and the Trustee or Paying Agent,
as applicable, and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be
given, the Local Agency, at the expense of the registered owner, shall execute, and the Trustee or the
Paying Agent, as applicable, shall thereupon autht.nticate and deliver a new Note of like tenor and
number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall
have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee or Paying
Agent, as applicable, may pay the same without surrender therwo. The Trustee or Paying Agent, as
applicable, may require payment of a sum not exceeding the actual cost of preparing each new Note
issued pursuant to this paragraph and of the expenses which may be incurred by the Local Agency and
the Trustee or Paying Agent, as applicable, in such preparation. Any Note issued under these provisions
in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Local Agency, whether or not the Note so alleged to be lost, destroyed or
LAI -090.1
14
stolen be at ally time enforceable by anyone, and shall be entitled to the benefits of this Resolution with
all other Notes secured by this Resolution.
Section 11. Representations and Covenants.
(A) The Local Agency is a municipal corporation duly orgLnized and existing under
and by virtue of the laws of the State of California and has all necessary power and authority to (i) adopt
the Resolution, (ii) enter into and perform its obligations under the Purchase Agreement, and (iii) issue
the Note.
(B) (i) Upon the issuance of the Note, the Local Agency will 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 will 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 othet securities lav, of any state or
Section 3(a)(2) of the Securities Act of 1933, there is no consent, approval, aut.l�orization 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) 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 1993-1994 setting forth expected
revenues and expenditures and has complied with all statutory and regulatory requirements with respect
to the adoption of such budget. The Local Agency hereby covenants that it v. ill (i) duly, regularly and
properly prepare and adopt its final budget for Fiscal Year 1993-1994, (ii) provide to the Trustee or
Paying Agent (as applicable), the Credit Provider, if any, the Reserve Credit Provider, it' 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 th%! principal amount of the Local Agency's Note plus the interest
payable thereon, on the date of its issuance, will not exceed fifty percent (50%) of the estimated amounts
of the Local Agency's uncoliected taxes, income, revenue (including, but not limited tc, revenue from
the state and federal governments), cash receipts, and other moneys to he received by the Local Agency
for the general fund of the Local Agency attributable to Fiscal Year 1993-1994 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.
(H) The Local Agency's most recent audited financial statements present fairly the
financial condition of the Local Agency as of the date thereof and the results of operation for the period
covered thereby. Except as has been disclosed to the 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
IA143W 7.1
15
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 Underwriter, the Trustee (or the Paying Agent, if applicable), the Credit
Provider, if any, and the Reserve Credit Provider, if any, promptly, from time to time, such information
regarding the operations, financial condition and property of the Local Agency as such party may
reasonably request.
(I) There is no action, suit, proceeding, inquiry or investigation, at law 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 tN- 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 result, 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 Agreem.nt, the
Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this Resolution.
(J) Upon issuance of the Note, the Note and this Resolution 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) It is hereby covenanted and warranted by the Local Agency that all representations
and recitals contained in this Resolution are true and correct, and that the Local Agency and its
appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any,
for the levy, receipt, collection and enforcement of the Pledged Revenues in accordance with law for
carrying out the provisions of this Resolution and the Note.
(L) The Local Agency shall not incur any indebtedness secured by a pledge of its
unrestricted revenues unless such pledge is subordinate in all respects to the pledge of unrestricted
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 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) If the Note is a Pooled Note, 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 oth.,r than the
pledge and lien of the Indenture.
16
(0) The Local Agency will maintain a positive general fund balance.
Section 12. Tax Covenants. (A) The Local Agency will 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 under Section 103 of the Internal Revenue Code of 1986
(the "Code"). Without limiting the generality of the foregoing, the Local Agency will not make any use
of the proceeds of the Note or any other funds of the Local Agency which would cause the Note 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. Th,- 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 1993, 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 Bond Owners, the Credit Provider, if
any, the Reserve Credit Provider, if any, or the Trustee (or Paying Agent, as applicable) on their behalf
shall be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's
failure to observe, or refusal to comply with, such covenants.
(D) The covenants contained in this Section 12 shall survive the payment of the Note.
Section 13. Events of Default and Remedies.
1f any of the follcwing 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 Payment Fund, as applicable, or any other paytrent required
to be paid hereunder 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 he 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 (or Paying Agent, as applicable), the Credit Provider, if
applicable, or the Reserve Credit Provider, if applicable, unless the Trustee (or Paying Agent,
as applicable) and the Credit Provider o. 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
LAI -4390.1
17
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 (or Paying Agent. as applicable) shalt have the right to intervene in the proceedings prior
t - the expiration of such 30 days to protea 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 count order or takes
possession thereof and such order remains in effect or such possession continues for more than
30 days, but the Trustee (or Paying Agent, as applicable) shall have the right to intervene in the
proceedings prior to the expiration of such 30 days to protect its and the Bond Owners' or
Noteholders' interests.
Whenever any Event of Defaul! referred to in this Section 13 shall have happened and
be continuing, the Trustee (or Paying Agent. as applicable) 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 in the case the Note is a Pooled Note, to pay to the Trustee, and in the case the Note is
a Separately Marketed Note, to pay to the Paying Agent, in either case, an amount equal to the
principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and
upon notice to the Local Agency the same shall become immediately due and payable by the
Local Agency without further notice or demand; and
(2) Take whatever other action at law or 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 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 R( -re 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 blaturity Date for the drawing, payment
or claim, as applicable, used to pay principal of and interest on he Note due to a default in payment on
the Note by the Local Agency, as provided in Section 5.03 of the Indenture, 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 obligation on
the Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof.
Section 1d. Trustee/Paying Agent. The Trustee is hereby appointed as paying agent,
registrar and authenticating agent for the Note if it is a Pooled Note. The Paying Agent is hereby
appoit.ted as paying agent, registrar and authenticating agent for the Note if it is a Separately Marketed
Note. The Local Agency hereby directs and authorizes the payment by the Trustee or Paying Agent,
respectively, of the interest on and principal of the Note when such become due and payable, from
amounts received by the Trustee or Paying Agent 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.
The Local Agency hereby agrees to maintain as paying agent, registrar and authenticating
agent of the Note, (i) the Trustee under the Indenture, or (ii) the Paying Agent under the terms of this
Resolution.
Section 15. Sale of Note. The Note shall be sold to the Authority, in accordance with
the terms of the Purchase Agreement, hereinbefore approved.
Section 16. Approval and Execution of Amended Agreement. The Amended
Agreement is hereby approved and the Mayor or the City Manager or any other designated official of
the Local Agency, is hereby authorized and directed to execute the Amended Agreement, with such
changes, insertions and 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. Approval of Actions. The aforementioned officers of the Local Agency are
hereby authorized and directed to execute the Note and cause the Trustee or Paying Agent, as applicable,
to authenticate and 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 officers 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
[At -0903.1
19
lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by,
this Resolution. The officers 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, the
Authorized Officer is hereby authorized and directed to provide the Credit Provider and, if applicable,
the Reserve Credit Provider, with any and all information relating to the Local Agency as such Credit
Provider or Reserve Credit Provider may reasonably request.
Section 18. Proceedings Constitute Contract. The provisions of the Note and of this
Resolution shall constitute a contract between the Local Agency and the registered owner of the Note,
the Credit Provider, if any, and the Reserve Credit Provider, if any, 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 iffepealable.
S.Mion 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. Amendments. At anytime 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
owners of the Note or of the Bonds issued in connection with the Notes 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;
(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 owners of the Note or of the Bonds issued in connection with the Notes may
be made by a Supplemental Resolution, with the writter. cons ,nt of the owners of at least a majority in
principal amount of the Note or of the Bonds issued in connection with the Notes outstanding at the time
LAI -4390.1
20
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 Notes 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 the Bonds issued in connection with the Notes, or shall reduce the
percentage of the Notes 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 or
Paying Agent, as applicable, 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.
Section 22. ARVointment of Bond Counsel. The law firm of Orrick, Herrington &
Sutcliffe, Los Angeles, California is hereby appointed Bond Counsel for the Program.
Section 2 . Appointment gr Underwriter. Sutro & Co. Incorporated, Los Angeles,
California, is hereby appointed underwriter for the Program.
u►I{,M.1
21
C
CLERK'S CERTIFICATE
1, Tenni fi-r M. Perrin Clerk of the City of Lodi, hereby certify as follows:
The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the City Council duly and regularly held at the regular meeting place thereof on the 191-laay
of MaY_, 1993, of which meeting all of the members of the City Council of the City of Lodi had due
notice and at which a majority thereof were present; and at the meeting said resolution was adopted by
the following vote:
AYES: Council Members - Mann, Sieglock, Snider, and Pennino (Mayor)
NOES: Council Members - Davenport
ABSENT: Council Members - None
An agenda of said meeting was posted at least 72 hours before said meeting at
various locations Lodi , California, a location freely accessible to members of the public, and
a brief general description of said resolution appeared on said age,ida.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified
or rescinded since the date of its adoption, and the same is now in full force and effect.
W-43sm.t
Dated: May 19 _, 1993
rU• r ;1. � 7uZi�t � ,�
i4trk of the City of Lodi
-22-
93-61
.0*1N
INDENTURE
by and between
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
and
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
Dated as of July i, 1993
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
1993 POOL BONDS, SERIES _
S
Copyright 1993, Orrick, Herrington & Sutcliffe. All rights reserved.
u1 -40"A
0
PARTIES........................................................ I
RECITALS....................................................... 1
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01.
Definitions ...........................................
2
SECTION 1.02.
Equal Security .........................................
9
ARTICLE II ,
CONDITIONS AND TERMS OF BONDS
SECTION 2.01.
Initial Issuance of Bonds ..................................
10
SECTION 2.02.
Denominations, Medium, Method and Place of Payment and Dating of
Bonds...............................................
10
SECTION 2.03.
Terms of the Bonds .....................................
10
SECTION 2.04.
Form of Bonds........................................10
SECTION 2.05.
Execution of Bonds......................................10
SECTION 2.06.
Transfer and Exchange of Bonds .............................11
SECTION 2.07.
Bond Registration Books ..... ............................I
I
SECTION 2.08.
Temporary Bonds.......................................11
SECTION 2.09.
Bonds Mutilated, Destroyed, Lost or Stolen ......................11
SECTION 2.10.
Special Covenants as to Book -Entry Only System ...................
12
ARTICLE III
PROCEEDS OF BONDS
SECTION 3.01. Delivery of Bonds ...................................... 13
SECTION 3.02. Establishment of Funds and Deposit of Proceeds of Bonds ........... . . 13
SECTION 3.03. Use of Money in the ::osts of Issuance Fund and the Proceeds Fund ....... I4
ARTICLE IV
TRUSTEE'S DUTIES REGARDING NOTES
SECTIO`T 4.01. Authenticating Agent ..................................... 14
SECTION 4.02. Registrar and Paying Agent ................................. 14
SECTION 4.03. Return of Paid Notes ..................................... 14
LAI-WWA
PM
ARTICLE V
NOTE PAYMENTS
SECTION 5.01. Assignment of Notes ..................................... 14
SECTION 5.02. Deposit of Money in the Bond Payment Fund ..................... 15
SECTION 5.03. Draws under or Payments Pursuant to or in Connection With Credit
Instrument; Payment of Principal and Interest ....................... 16
SECTION 5.04. Credit Instrument ....................................... 19
SECTION 5.05. Investments .......................................... 19
ARTICLE VI
COVENANTS
SECTION 6.01. Compliance with indenture ...... .......................... 20
SECTION 6.02. Amendment of Notes ..................................... 20
SECTION 6.03. Observance of Laws and Regulations ........................... 20
SECTION 6.04. Tax Covenants ......................................... 20
SECTION 6.05. Liens .............................................. 21
SECTION 6.06. Accounting Records and Statements ........................... 21
SECTION 6.07. Recordation and Filing .................................... 21
SECTION 6.08. Further Assurances ...................................... 21
SECTION 6.09. Satisfaction of Predefault Obligations ........................... 21
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
SECTION 7.01. Action on Default ....................................... 22
SECTION 7.02. Other Remedies of the Trustee ............................... 22
SECTION 7.03. Non -Waiver .......................................... 22
SECTION 7.04. Application of Funds ..................................... 23
SECTION 7.05. Remedies Not Exclusive; Credit Providers' Control of Remedies ......... 24
SECTION 7.06. Exercise of Remedies; Relative Rights of Credit Provider and Bond Owners .. 24
SECTION 7.07. Limited Liability of the Authority ............................. 24
SECTION 7.08. Limited Liability of the Local Agencies ......................... 25
SECTION 7.09. Limited Liability of the Trustee .............................. 25
ARTICLE VIII
THE TRUSTEE
SECTION 8.01. Employment and Duties of the Trustee .......................... 25
SECTION 8.02. Removal and Resignation of the Trustee ......................... 25
SECTION 8.03. Compensation of the Trustee ................................ 26
' Pm
SECTION 8.04. Protection of the Trustee .................................. 26
SECTION 8.05. Notices to Rating Agencies ................................. 27
ARTICLE 1X
AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE
SECTION 9.01. Amendment or Supplement of Indenture ......................... 28
SECTION 9.02. Disqualified Bonds ...................................... 28
SECTION 9.03. Procedure for Amendment with Written Consent of the Owners, the Credit
Provider and the Reserve Credit Provider ......................... 29
SECTION 9.04. Endorsement or Replacement of Bonds after Amendment or Supplement ..... 29
SECTION 9.05. Amendment or Supplement by Mutual Consent .................... 30
ARTICLE X
DEFEASANCE
SECTION 10.01. Discharge of Bonds and Indenture ............................ 30
SECTION 10.02. Unclaimed Money ...................................... 31
ARTICLE XI
MISCELLANEOUS
SECTION 11.01.
Benefits of the Indenture Limited to Parties ......................
31
SECTION 11.02.
Successor Deemed Included in All References to Predecessor ...........
31
SECTION 11.03.
Execution of Documents by Owners ..........................
31
SECTION 11.04.
Waiver of Personal Liability; No Liability of Authority Members ........
32
SECTION 11.05.
Content of Certificates; Post -issuance Legal Opinions ................
32
SECTION I LW
Notice by Mail ........................................
33
SECTION 11.07.
Funds .............................................
33
SECTION 11.08.
Article and Section Headings. Gender and References ...............
33
SECTION 11.09.
Partial Invalidity .......................................
33
SECTION 11.10.
California Law ........................................
33
SECTION 11.11.
Notices ............................................
34
SECTION 11.12.
Effective Date ........................................
34
SECTION 11.13.
Execution in Counterparts .................................
34
EXECUTION....................................................
35
va..sa.1 i i i
SCHEDULE I - Participating Local Agencies
SCHEDULE 11 - Initial Deposits to Local Agency's Proceeds Subaccounts
EXHIBIT A - Form of Bond
EXHIBIT B - Form of Requisition from Proceeds Account
ui.4sw.1 iv
RM
This Indenture (the "Indenture"), dated as of July 1, 199?, by and between U.S. Trust
Company of California, N.A., a national banking association duly organized and existing under and by
virtue of the laws of the United States of America, as trustee (the "Trustee"), and the CALIFORNIA
STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY (the "Authority");
WITNESSETH:
WHEREAS, the local agencies named in Schedule I hereto (the "Local Agencies") have
determined to simultaneously issue their Tax and Revenue Anticipation Notes. all having the ssme
maturity date and in the respective principal amounts set forth in Schedule I hereto (individually, a "Note"
and, collectively, the "Notes") and to sell the Notes to the Authority and participate In the Califocnia
Cash Flow Financing Program (the "Program"); and
WHEREAS, each Local Agency has acknowledged tho pooling of its Note with he Notes
issued by other Local Agencies participating in the Program and the assignment by the Authori y of the
Note to the Trustee to secure payment of the Bonds issued under this Indenture (the "Bonds"), in order
to achieve a lower net interest cost and lower costs associated with issuing its Note; and
WHEREAS, each Local Agency has entered into a purchase agreement with the Authority
whereby the Authority has agreed to purchase such Local Agency's Note and in coenectron therewith
issue the Bonds; and
WHEREAS, each Lacal Agency has acknowlbdged that the Authority will enter into the
Indenture and to issue, pursuant to the terms of the Indenture, the Bonds; and
WHEREAS, pursuant to the Program and the Indenture, the Authority ha: assigned its
interest in the Notes to the Trustce; and
WHEREAS, the Trustee. pursuant hereto, accepts the assignment of the Notes and all
duties, obligations and trusts of the Trustee established in this Indenture; and
WHEREAS. the Bonds are secured by a credit facility (ttte "Credit Instrument") identified
by type and provided by the entity designated as the credit provider (the "Credit Provider') in Schedule
1; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened
and to have been performed precedent to and in connection with the execution and entering into of the
Indenture and delivery of the Bonds do exist, have happened and have been performed in regular and due
time, form and manner as required by taw, and the parties hereto are now duly authorizec to execute and
enter into the Indenture;
NOW, THEREFORE, IN CONSIDERATION OF TIE PREMISES AND OF THE
MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH AU HEREBY
ACKNOWLEDGED, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS.
ui.aw+.1
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined
in this section shall, for all purposes hereof and of any amendment hereof or supplement hereto and of
the Bonds and of any certificate, opinion, request or other document mentioned herein or therein, have
the meanings defined herein, the following definitions to be equally applicable to both the singular and
plural forms of any of the terms defined herein (provided that the Credit Instruments shall be governed
by the respective definitions set forth therein):
."Authority" means the California Statewide Communities Development Authority, duty
organized and existing under and by virtue of the laws of the State of California.
"Authorized Local Age yW Representative" means the person or persons designated it-,
Section 17 of the Local Agency Note Resolution or any other person at the tiny-- designated to act on
behalf of such Local Agency by written certificate furnished to the Trustee, containing the specimen
signature of such person and signed on behalf of such Local Agency by an Authorized Local Agency
Representative.
"Available Money" [Weans any money on deposit in trust with the Trustee (i) wh;ch is
proceeds of the Notes, (ii) which has been held by the Trustee for at least 124 days during which no
petition in bankruptcy under the United States Bankruptcy Code has been filed by or against the Local
Agency depositing such money, as debtor. and no similar proceeding has been instituted under state
insolvency or other laws affecting creditors' rights generally, provided that such amounts will again be
deemed Available Money if the petition or proceedings have been dismissed and such dismissal is no
longer subject to appeal, (iii) which is proceeds of the investment of any Available Moneys on deposit
in trust with the Trustee, (iv) which is proceeds of drawings under, claims or payments pursuant to or
from any of the Credit Instruments, or (v) which is derived from the proceeds of notes or obligations
issued for the purpose of refunding the Notes or from a person not subject to the United States
Bankruptcy Code or similar state laws with avoidable preference provisions, but only if the Trustee
receives an Opinion of Counsel that payment of such amount derived from the sources specified in this
subsection (v) to the Owners of the Notes would not constitute avoidable preferences under Section 544
of the United States Bankruptcy Code or similar state laws with avoidable preference provisions in the
event of the filing of a petition for relief under the United States Bankruptcy Code or similar state laws
with avoidable preference provisions by or against the Authority or any Local Agency.
")mss" means the S California Statewide Communities
Development Authority 1993 Pool Bonds, Series_ authorized hereby and at any time Outstanding
hereunder that are issued by the Authority under and pursuant to Article II.
"Bond Payment Fund" means the fund by that name established in Section 3.02.
"Business Day" means any day except Saturday, Sunday or any day on which banks
located in the city in which the designated trust office of the Trustee or the Principal Office of the Credit
Provider is located, are required or authorized to remain closed.
LAI -"594.1 2
*Ce
rtifi t ' or "Request" with respect to a Local Agency means an instrument in writing
signed on behalf of such Local Agency by the Authorized Local Agency Representative, and with respect
to the Authority means an instrument in writing signed on behalf of the Authority by its Chair, Secretary
or Executive Director or other person at the time designated to act on behalf of the Authority by written
certificate furnished to the Trustee.
"fig" means the Internal Revenue Code of 1986 and the regulations issued or applicable
thereunder.
"Costs of Issuance" treans all items of expense directly or indirectly payable by or
reimbursable to a Local Agency or the Authority and related to the authorization, execution and delivery
of the Notes and the related sale of the Bonds and, if applicable, the related sale of Reserve Bonds,
including, but not limited to. the Credit Provider's Credit Instrument fees or premium or costs of
issuance, as applicable, and, if applicable (and unless otherwise provided in the Reserve Indenture). the
Reserve Credit Provider's Reserve Credit Instrument fees or premium or costs of issuance, costs of
preparation, reproduction and delivery of documents, filing and recording fees, fees and charges of the
Trustee, bond counsel fees and charges, other legal fees and charges. fees and disbursements of
consultants and professionals, fees and charges for preparation, execution, safekeeping and delivery of
the Bonds and any other costs, charges or fees in connection with the original issuanr_ of the Notes or
the Bonds.
"Costs of issuance Fund" means the fund by that name established pursuant to Sectior.
3.02.
"Credit AEreement" means the Credit Agreement, if any, identified in Schedule I and
dated as of July 1, 1993 between the Authority and the Credit Provider as the same may be amended
from time to time and/or, if the Credit Instrument is the Reserve Fund, then the Reserve Indenture
between the Reserve Trustee as Credit Provider and the Authority. If there is more than one Credit
Agreement, the term shall refer to each of them separately and collectively.
"Credit Fund" means the fund of that name created by Section 3.02.
"Credit IMtrument" means the instrument designated in Schedule I as (i) the Letter of
Credit/Policy of insurance dated the date of issuance of the Notes, issued by the Credit Provider
designated in Schedule I in favor of the Trustee, as the same may be amended from time to time, and/or
(ii) the Reserve Fund. If there is more than one Credit Instrument, the term shall refer to each of them
separately and collectively. The Credit Instrument shall be deemed to enhance the Notes which secure
the Bonds.
"Credit Provider" means as provider of the Credit
Instrument and/or the Reserve Trustee as credit provider under the Reserve Indenture. If there is more
than one Credit Provider, the term shall refer to each of them separately and collectively. The Reserve
Trustee shall not be a Credit Provider directly to any Local Agency with respect to its Note, but may be
a Credit Provider with respect to Bonds secured by the Note.
"Defaulted Note" means a Note (i) the principal of and interest on which has been paid
in whole or in part with the proceeds of a drawing or Maim or payment under or from the Credit
Instrument which remains not fully reimbursed on the Maturity Date or (ii) any of the principal of or
interest on which is not paid on the Maturity Date.
LAI -"5%.l
"Defaulted Reserve Note" shall have the meaning ascribed to it in the Reserve Indenture.
"Default Rate" means the rate of interest per annum payable with respect to the
outstanding portion of each Defaulted Note or Defaulted Reserve Note, as applicable, which (i) if the
Defaulted Note is paid in whole or in part by an unreimbursed draw or claim or payment under or from
a Credit Instrument, is calculated in accordance with the Credit Agreement and if such Defaulted Note
becomes a Defaulted Reserve Note, is calculated in accordance with the Reserve Credit Agreement, or
(ii) if the Defaulted Note is unpaid and no Credit Instrument is applicable thereto, shall equal the Note
Rate.
"Drawing" shall have the meaning denoted in Section 3.03(a) of the Reserve Indenture.
"Indenture" means this Indenture, dated as of July 1, 1993, by and between the Trustee
and the Authority, as originally executed and entered into and as it may from time to time be amended
or supplemented in accordance herewith.
"Interest Fund" means the fund by that name established in Section 3A2.
"Interest Payment Date" means the date on which interest on the Bonds becomes due and
payable, being the Maturity Date.
"Local Agencies" means the California local agencies listed in Schedule I hereto and, their
successors and assigns.
"Maturity Date" means the date on which the principal and interest on each Note becomes
due and payable, being June 30, 1994.
"Notes" means the tax and revenue anticipation notes issued by the Local Agencies in the
respective aggregate principal amounts described in Schedule I hereto.
"Note Pate" means the stated rate of interest payable on the Notes.
"Note Resolutions" means the respective resolutions adopted by the legislative bodies of
the Local Agencies authorizing the issuance of the Notes and approving the execution and delivery of this
Indenture and the Bonds.
"Qpinion of Counsel" means a written opinion of counsel of recognized national standing
in the field of law relating to municipal bonds, appointed by the Authority and satisfactory to and
approved by the Trustee (who shall be under no liability by reason of such approval).
"Outstanding," when used as of any particular time with reference to Bonds, means
(subject to the provisions of Section 9.02) all Bonds except —
and
LAI -WW A
(1) Bonds cancelled by the Trustee or surrendered to the Trustee for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section 10.01;
(3) Bonds in lieu of or in exchange or substitution for which other Bonds shall have
been authenticated and delivered by the Trustee hereunder.
"Owner" means the registered owner of any Outstanding Bond.
"Payment Accounts" means the accounts created by the Local Agencies pursuant to the
Note Resolutions Bond Payment Fund under Section 3.02.
"Permitted Investments" means any of the following to the extent then permitted by law:
(i) United States of America Treasury bills, notes, bonds or certificates of
indebtedness, or obligations of, or obligations guaranteed directly or indirectly by, the United
States of America (including obligations issued or held in book -entry form on the books of the
Department of the Treasury of the United States of America or any Federal Reserve Bank) or
securities or other instruments evidencing ownership interests in such obligations or in specified
portions of the interest on or principal of such obligations.
(ii) Registered state warrants or treasury notes or bonds of the State, including bonds
payable solely out of the revenues from a revenue-producing property owned, controlled, or
operated by the State or by a department, board, agency, or authority thereof, rated A or higher
by Moody's and S&P as to long term instruments and rated in the highest rating category by
Moody's and S&P as to short term instruments;
(iii) Bonds, notes, warrants, or other evidences of indebtedness of any local agency
within the State, including bonds payable solely out of the revenues from a revenue-producing
property owned, controlled, or operated by the local agency, or by a department, board, agency
or authority thereof, rated A or higher by Moody's and S&P as to long term instruments and
rated in the highest rating category by Moody's and S&P as to short term instruments;
(iv) Obligations, debentures, notes, or other evidence of indebtedness issued or
guaranteed by any of the following: Banks for Cooperatives, Federal Intermediate Credit Banks,
Federal Home Loan Bank System, Export -Import Bank of the United States, Federal Financing
Bank, Federal Land Banks, Federal Farm Credits, Government National Mortgage Association,
Farmers Home Administration, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association or Federal Housing Administration.
(v) Bills of exchange or time drafts drawn on and accepted by a commercial bank,
otherwise known as bankers acceptances, rated at least "A-1" by Moody's and "A -i" by S&P,
which are eligible for purchase by the Federal Reserve System, provided that purchases of
bankers acceptances may not exceed 270 days' maturity;
(vi) Commercial paper of "prime" quality of the highest ranking or of the highest
letter and numerical rating as provided for by Moody's and S&P; provided that eligible
commercial paper is further limited to issuing corporations that are organized and operating
within the United States and having total assets in excess of $500,000,000, and having an "A"
or higher rating for the issuer's debt, other than commercial paper, if any, as provided for by
Moody's and S&P; and provided further that purchases of eligible, commercial paper may not
exceed 180 days maturity nor represent more than 10% of the outstanding commercial paper of
an issuing corporation;
LAI -"5%.I 5
(vii) Nonnegotiable or negotiable certificates of deposit issued by a nationally- or
state -chartered bank or a state or federal association (as defined by Section 5102 of the California
Financial Code or any successor statute) or by a state licensed branch of a foreign bank, whose
long term debt obligations are rated "A" or better by S&P and Moody's;
(viii) Any repurchase agreement or reverse repurchase agreement of any securities
enumerated above, where "repurchase agreement" means a purchase of securities pursuant to an
agreement by which the seller will repurchase such securities on or before a specified date and
for a specified amount and will deliver the underlying securities by book entry, physical delivery
or by third -party custodial agreement, and where such securities, for purposes of repurchase
under this clause, shall mean securities of the same issuer, description, issue, date and maturity;
and where the term "reverse repurchase agreement" means a sale of securities by the Trustee
pursuant to an agreement by which the Trustee will repurchase such securities on or before a
specified date and for a specified amount; provided, that the repurchase agreements and reverse
repurchase agreements described in this clause (viii) must be with a primary dealer qualified by
the National Association of Securities Dealers of Federal Securities and rated A/A, or better, by
S&P or Moody's, or of any securities authorized hereunder with financial institutions insured by
the Federal Deposit Insurance Corporation; and provided:
(a) The fair market value of the collateral securing such repurchase or reverse
repurchase agreements, as determined at least once in every fourteen (14) days, exceeds
the principal amount of the repurchase or reverse repurchase agreement plus accrued
interest and such repurchase or reverse repurchase agreements are over -collateralized
according to the guidelines of S&P;
(b) the Trustee or a third parry acting solely as agent for the Trustee has
possession of the underlying securieies;
(c) the Trustee has a perfected security interest in the collateral which collateral
is free and clear of third party liens; and
(d) in the event that the collateral falls below the requisite level, the Trustee shall
so notify the Corporation and the City, and the City shall instruct the Trustee to (1)
liquidate the investment and (2) reinvest the proceeds in other Permitted Investments;
(ix) Mortgage securities purchased under an agreement to resell pursuant to
subdivision (vii); provided that the mortgage securities are eligible investments under subdivision
(a) or (b) of Section 13000 of the California Financial Code or any successor state law, which
are rated A or higher by Moody's and S&P as to long term instruments and rated in the highest
rating category by Moody's and S&P as to short term instruments; provided that any investment
in a mortgage security shall not exceed 95% of the mortgage security's fair market value;
(x) Medium-term corporate notes of a maximum of five years maturity issued by
corporations operating within the United States rated A or higher by Moody's and S&P as to long
term instruments and rated in the highest rating category by Moody's and S&P as to short term
instruments,
(xi) Shares of beneficial interest i,sued by diversified management companies, as
defined in Section 23701m of the California Revenue and Taxation Code or any successor statue,
ui.aasw. t 6
which are rated A or higher by Moody's and S&P as to long term instruments and rated in the
highest rating category by Moody's and S&P as to short term instruments, investing in the
securities and obligations as authorized by clauses (i) to (x), inclusive, of this definition and
which comply with the investment and deposit restrictions of Articles 1 and 2 of Chapter 4 of
Title 5 of the California Government Code (commencing with Section 53630 or any successor
statute); provided that to be eligible for investment pursuant to this subdivision, these companies
shall either: (a) attain the highest ranking or the highest letter and numerical rating provided by
S&P, and (b) have an investment adviser registered with the Securities and Exchange Commission
with not less than five years experience investing in th, Securities and obligations as authorized
by clauses (i) to (x), inclusive, of this definition and with assets under management in excess of
five hundred million dollars ($500,000,000). The purchase price of shares of beneficial interest
purchased pursuant to this subdivision shall not include any commission that these companies may
charge;.
(xii) Investment agreements which are with investment institutions having long-term
obligations which are rated A or higher by Moody's and S&P as to long term instrumetts and .
rated in the highest rating category by Moody's and S&P as to short term instruments and which
are approved by S&P; provided that. if such rating falls below the two highest rating categories,
the investment agreement shall require the Trustee to replace such financial institution or shall
provide for the invested securities to be filly collateralized by investments described in clause
(i) above and, if so collateralized, the Trustee shall have a perfected first security lien on the
collateral and such collateral shall be held by the Trustee or its agent;
(xiii) Taxable government m, - -y market portfolios restricted to obligations with
maturities of two years or less or guarantee ' as to payment of principal and interest by the full
faith and credit of the United States rated not less than "AAAm-G" by S&P;
(xiv) An interest or participation in a pool of investments established by the Local
Agency for the investment of monies of the Local Agency; and
(xv) The Local Agency Investment Fund managed by the office of the Treasurer of the
State of California.
"Predefault Obligations" means (i) the respective obligations of the respective Local
Agencies to the Credit Provider under the Credit Agreement and, if applicable, to the Reserve Credit
Provider under the Reserve Credit Agreement, (ii) all indemnification to the Credit Provider and, if
applicable, to the Reserve Credit Provider by the respective Local Agencies, (iii) all other amounts dua
to the Credit Provider and, if applicable, to the Reserve Credit Provider by the respective Local Agencies
under the Credit Agreement and the Reserve Credit Agreement, as applicable (including interest on
overdue Predefault Obligations to the extent permitted by law), and (iv) all fees and expenses of the
Reserve Trustee and, if applicable, the Reserve Credit Provider under the Reserve Indenture and the
Reserve Credit Agreement, as applicable, to the extent they are not Costs of Issuance, in each case
becoming due prior to an Event of Default under the respective Note Resolutions.
"Principal Fund" means the fund by that name established in Section 3.02.
"Principal Office of the Credit Provider" means a United States office of the Credit
Provider to or from which draws under, claims or payments pursuant to or from the Credit Instrument
are to be made, which, for the initial Credit Provider, is located in , California.
ui+asw.,
"Principal Office of the Trustee" means the principal corporate trust office of the Trustee,
which, for the Trustee initially appointed hereunder, is located in San Francisco, California.
"Principal Payment Date" means the date on which principal on the Bonds becomes due
and payable, being the Maturity Date.
"Proceeds Fund" means the fund by that name established in Section 3.02.
"Proceeds Subaccounts" means the Proceeds Subacc;.ounts created in the Proceeds Fund
under Section 3.03(b).
"Program" means the California Cash Flow Financing Program pursuant to which the
Bonds are issued to assist Local Agencies in financing cash flow deficits.
"Purchase Agreement" means, collectively, those certain Purchase Agreements by and
between the respective Local Agencies and the Authority relating to the Notes.
"Purchase Contract" means that certain Purchase Contract between the Authority and the
Purchaser dated as of 1993 and relating to the purchase of the Bonds by the Purchaser.
"Purchaser" means Sutro & Co. Incorporated as underwriter and purchaser of the Bonds
under and pursuant to the Purchase Contract.
"Reimbursement Obligations" taeans (i) the respective obligations of the respective Local
Agencies under the Credit Agreement and, if applicable, the Reserve Credit Agreement, including,
without limitation, obligations evidenced by Defaulted Notes and Defaulted Reserve Notes, if applicable,
(ii) all indemnification to the Credit Provider and, if applicable, the Reserve Credit Provider by the
respective Local Agencies, (iii) all other amounts at any time due to the Credit Provider and, if
applicable, the Reserved Credit Provider by the respective Local Agencies under the Credit Agreement
and, if applicable. the Reserved Credit Agreement (including any Predefault Obligations and interest on
any overdue Reimbursement Obligations to the extent permitted by law), and (iv) all fees and expenses
of the Reserve Trustee and, if applicable, the Reserve Credit Provider under the Reserve Indenture or
the Reserve Credit Agreement, as applicable, exclusive of Costs of Issuance in each case becoming due
as a result of or after an Event of Default under the respective Note Resolutions.
"Reserve Bond Owners" means the registered owners of any outstanding Reserve Bonds.
"Reserve Bonds" means the California Statewide Communities Development Authority
1993 Reserve Bonds Series _ issued by the Authority pursuant to the Reserve Indenture.
"Reserve Credit Agreement" means the agreement designated as credit agreement under
the terms of the Reserve Indenture.
"Reserve Credit instrument" means the instrument designated as credit ;nstrument under
the terms of the Reserve Indenture.
"Reserve Credit Provider" means the entity designated as credit provider under the terms
of the Reserve Indenture.
LAI -"s% l
"Reserve Fund" means the fund by that name held by the Reserve Trustee under the
Reserve Indenture.
"Reserve indenture" means that certain indenture dated as of May 1, 1993, by and
between the Reserve Trustee and the Authority, providing for the issuance of the Reserve Bonds as
originally executed and entered into and as it may from time to time be amended or supplemented in
accordance therewith.
"Reserve PrincipaLPayment Date" means the principal payment date of the Reserve Bonds
as defined in the Reserve Indenture.
"Reserve Trustee" means U.S Trust Company of California, N.A., a national banking
association duly organized and existing under and by virtue of the laws of the United Staten of America.
at its principal corporate trust office in Los Angeles, California, or other bank or trust company at its
principal corporate trust office which may at any time be substituted in its place, as trustee under the
Reserve Indenture.
"Secured Pemcm=" means, with respect to any Credit Instrument and the Notes to
which it applies, an amount (i) equal to 100%, if the size of the Credit Instrument is greater than or equal
to the aggregate amount of principal of and interest on unpaid Notes (or unpaid portions thereof) or
(ii) equal to the amount of the Credit Instrument divided by the aggregate amount of unpaid principal of
and interest on Notes (or unpaid portions thereof), expressed as a percentage, if the size of the Credit
Instrumert is less than the aggregate amount of unpaid principal of and interest on Notes (or unpaid
portions thereof) as of the Maturity Date.
"Secured Reserve Percent=" shall have the meaning ascribed to the term "Secured
Percentage" under the Reserve Indenture.
"Trustee" means U.S. Trust Company of California, N.A., a national banking association
duly organized and existing under and by virtue of the laws of the United States of America, at io
principal corporate trust office in Los Angeles, California, or any other bank or trust company at its
principal corporate trust office which may at any time be substituted in its place, as trustee under the
Indenture.
SECTION 1.02. Equal Security. In consideration of the acceptance of the Bonds by the
Owners and the issuance of the Credit Instrument by the Credit Provider as indicated on Schedule 1, this
Indenture shall be deemed to be and shall constitute a contract among the Trustee, the Authority, the
Credit Provider and the Owners to secure the full and final payment of the interest on and principal of
the Bonds, all Predefault Obligations and all Reimbursement Obligations, subject to the agreements,
conditions, covenants and terms contained herein; and all agreements, conditions, covenants and terms
contained herein required to he observed or performed by or on behalf of the Trustee shall be for the
equal and proportionate benc .. rotection and security of all Owners without distinction, preference or
priority as to benefit, protection or security of any Bonds over any other Bonds by reason of the number
or date thereof or the time of execution or delivery ;hereof or otherwise for any cause whatsoever, and
for the benefit of the Credit Provider except as expressly provided herein or therein.
LAI -445%1
ARTICLE II
CONDITIONS AND TERMS OF BONDS
SECTION 2.01. Initial Issuance of Bonds. The Bonds to be issued under this Indenture
are hereby created and such Bonds are designated as the California Statewide Communities Development
Authority 19% Pool Bonds, Series _. The aggregate principal amount of Bonds which may be issued
and outstanding under this Indenture shall not exceed dollars (5 ), exclusive of
Bonds executed and authenticated as provided in Section 2.09. The Trustee is hereby authorized and
directed to authenticate the Bonds in the aggregate principal amount of
dollars (S ). The Bonds shall be initially delivered in
the form of one Bond per maturity and shall be registered in the name of "Cede & Co.," as nominee of
The Depository Trust Company.
SECTION 2.02. Denominations, Medium. Method and Place of Payment and Dating of
Bonds. (a) The Bonds shall be prepared in the form of fully registered Bonds in denominations of five
thousand dollars ($5,000) or any integral multiple thereof. The interest on and principal of the Bonds
shall be payable in lawful money of the United States of America. The Trustee may treat the Owner of
any Bond as the absolute owner of such Bond for all purposes, whether or not such Bond shall be
overdue, and the Trustee shall not be affected by any knowledge or notice to the contrary; and payment
of the interest on and principal of such Bond shall be made only to such Owner as above provided, which
payments shall be valid and effectual to satisfy and discharge the liability on such Bond to the extent of
the sum or sums so paid. All Bonds paid pursuant to the provisions of this section shall be cancelled and
destroyed by the Trustee and shall not be redelivered and a certificate of destruction shall be delivered
to the Authority and Credit Provider.
The Bonds shall be dated the date of initial issuance.
SECTION 2.03. Terms of the Bonds. Each Bond shall mature on the Maturity Date,
shall bear interest at the Note Rate payable on the Interest Payment Date, and have principal payable on
the Principal Payment Date, upon surrender of the Bond by the Owner thereof, at the Principal Office
of the Trustee.
The interest payable on the Notes and on the Bonds shall be computed on the basis of a
360 -day year of twelve 30 -day months.
The Bonds shall not be subject to prepayment or redemption prior to the Maturity Date.
SECTION 2.04. Form of Bonds. The Bonds and the form of assignment to appear
thereon shall be in substantially the forms in Exhibit A hereto, with appropriate or necessary insertions,
omissions and variations as permitted or required thereby or hereby. The Bonds may be prepared in
typewritten, lithographed or printed form.
SECTION 2.05. Execution of Bonds. The Bonds shall be executed by the Chair of the
Authority and attested by the Secretary of the Authority by manual or facsimile signature and shall be
authenticated by the Trustee by the manual signature of an authorized officer of the Trustee. The Bonds
need not bear the seal of the Authority, if any.
LAI -".W4-1 10
SECTION 2.06. Transfer and Exchange of Bonds. All Bonds are transferable or
exchangeable by the Owner thereof, in person or by his attorney duly authorized in writing, at the
Principal Office of the Trustee in the books required to be kept by the Trustee pursuant to the provisions
of Section 2.07, upon surrender of such Bonds accompanied by delivery of a duly executed written
instrument of transfer or exchange in a form approved by the Trustee. Whenever any Bond or Bonds
shall be surrendered for transfer or exchange, the Trustee shall execute and deliver a new Bond or Bonds
of authorized denominations representing the same aggregate principal amount, except that the Trustee
shall require the payment by any Owner requesting such transfer or exchange of any tax or other
governmental charge required to be paid with respect to such transfer or exchange. All Bonds
surrendered pursuant to the provisions of this section shall be cancelled by the Trustee and shall not be
redelivered.
SECTION 2.07. Bond Registration Books. The Trustee will keep at its Principal Office
sufficient books for the registration of the ownership, transfer or exchange of the Bonds, which books
shall be available for inspection by the Authority. the Credit Provider, the Local Agencies or any Owner
or his agent duly authorized in writing at reasonable hours and under reasonable conditions during regular
business hours. and upon presentation for such purpose the Trustee shall, under such reasonable
regulations as it may prescribe, register the ownership, transfer or exchange of the Bonds in such books
as hereinabove provided. The ownership of any Bonds may be proved by the books required to be kept
by the Trustee pursuant to the provisions of this section.
SECTION 2.08. Tem22rary Bonds. The Bonds may be initially delivered in temporary
form exchangeable for definitive Bonds when ready for delivery, which temporary Bonds shall be printed,
lithographed or typewritten, shall be of such denominations as may be determined by the Trustee, shall
be in fully registered form and shall contain such reference to any of the provisions hereof as may be
appropriate. Every temporary Bond shall be executed and delivered by the Trustee upon the same
conditions and terms and in substantially the same manner as definitive Bonds. if the Trustee executes
and delivers temporary Bonds, it will prepare and execute definitive Bonds without delay, and in that
case, upon demand of the Owner of any temporary Bonds, such definitive Bonds shall be exchanged
without cost to such Owner for temporary Bonds at the Principal Office of the Trustee upon surrender
of such temporary Bonds, and until so exchanged such temporary Bonds shall be entitled to the same
benefit, protection and security hereunder as the definitive Bonds executed and delivered hereunder. All
temporary Bonds surrendered pursuant to the provisions of this section shall be cancelled by the Trustee
and shall not be redelivered.
SECTION 2.09. Bonds Mutilated_ Destroyed. Lost or Stolen. If any Bond shall become
mutilated, the Trustee shall execute and deliver a new Bond of like tenor in exchange and substitution
for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated, and every
mutilated Bond so surrendered to the Trustee shall he cancelled by it. If any Bond shall be lost.
destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee, and if
such evidence is satisfactory to the Trustee and indemnity satisfactory to the Trustee shall be given, the
Trustee shall authenticate and deliver a new Bond of like tenor and principal amount in lieu of and in
substitution for the destroyed, lost or stolen Bond. The Trustee may require payment of a sum not
exceeding the actual cost of preparing each new Bond authenticated and delivered by it under this Section
and of the expenses which may be incurred by it under this Section. Any replacement Bond executed
and delivered under the provisions of this Section in lieu of and in substitution for any mutilated,
destroyed, lost or stolen Bond shall be equally and proportionately entitled to the benefit, protection and
security hereof with all other Bonds executed and delivered hereunder; and the Trustee shall not be
required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose
of determining the principal amount of Bonds which may be executed and delivered hereunder or for the
purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and the
replacement Bond shall be treated as one and the same. Notwithstanding any other provisions of this
Section, rather than executing and delivering a new Bond for a mutilated, destroyed, lost or stolen Bond
the Principal Payment Date of which has occurred or is about to occur, the Trustee may make payment
of the principal evidenced and represented by such mutilated, destroyed, lost or stolen Bond directly to
the Owner thereof under such regulations as the Trustee may prescribe.
SECTION 2.10. Soecial Covenants as to Book -Entry Only System.
(a) Except as otherwise provided in subsections (b) and (c) of this Section 2. 10, the
Bonds initially executed and delivered hereunder shall be registered in the name of Cede & Co., as
nominee for The Depository Trust Company, New York, New York ("DTC"), or such other nominee
as DTC may request. Payment of the principal of and interest on each Bond registered in the name of
Cede & Co. shall be made to the account, in the manner and at the address indicated in or pursuant to
the Representation Letter delivered to DTC by the Authority.
(b) The Bonds executed and delivered hereunder shall be in the form of a single
authenticated fully registered bond for each maturity. Upon initial execution of the bonds, the ownership
of all such Bonds shall be registered in the registration records maintained by the Trustee pursuant to
Section 2.07 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC may
request. The Trustee, the Authority and the Local Agencies may treat DTC (or its nominee) as the sole
and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of
and interest on such Bonds, selecting any Bonds or portions thereof to be prepaid, giving any notice
permitted or required to be given to an Owner under the Indenture, registering the transfer of Bonds,
obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever;
and neither the Trustee, the Authority nor the Local Agencies shall be affected by any notice to the
contrary. Neither the Trustee nor the Local Agencies shall have any responsibility or obligation to any
Participant (which shall mean, for purposes of this Section 2. 10, securities brokers and dealers, banks,
trust companies, clew: ing corporations and other entities, some of whom directly or indirectly own DTC),
any person claiming a beneficial ownership interest in the Bonds under or through DTC or any
Participant, or any other person which is not shown on the registration records as being an Owner, with
respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC
or any Participant of any amount in respect of the principal or interest represented by such Bonds,
(iii) any notice which is permitted or required to be given to the Owners under the Indenture, (iv) the
selection by DTC or any Participant of any person to receive payment in the event, if any, of a partial
prepayment of the Bonds, or (v) any consent given or other action taken by DTC as Owner. The Trustee
shall pay all principal of and premium, if any, and interest on the Bonds only at the times, to the
accounts, at the addresses and otherwise in accordance with the Representation Letter. Upon delivery
by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new
nominee in place of its then existing nominee, the Bonds will be transferable to such new nominee in
accordance with subsection (f) of this Section 2.10.
(c) In the event that the Authority determines that it is in the best interests of the
beneficial owners of the Bonds that they be able to obtain bonds, the Trustee shall, upon the written
instruction of the Authority, so notify DTC, whereupon DTC shall notify the Participants of the
availability through DTC of Bonds. In such event, the Bonds will be transferable in accordance with
subsection (f) of this Section 2.10. DTC may determine to discontinue providing its services with respect
to the Bonds at any time by giving written notice of such discontinuance to the Local Agencies, the
LAI 1 12
Authnrity or the Trustee and discharging its responsibilities with respect thereto under applicable law.
In such event, the Bonds will be transferable in accordance with subsection (f) of this Section 2.10.
Whenever DTC requests the Local Agencies, the Authority or the Trustee to do so, the Trustee, the
Authority and the Local Agencies will cooperate with DTC in taking appropriate action after reasonable
notice to arrange for another securities depository to maintain custody of all bonds evidencing the Bonds
then Outstanding. In such event, the Bonds will be transferable to such securities depository in
accordance with subsection (f) of this Section 2. 10, and thereafter, all reference in this Indenture to DTC
or its nominee shall be deemed to refer to such successor securities depository and its nominee, as
appropriate.
(d) Notwithstanding any other provision of this Indenture to the contrary, so long as
all Bonds Outstanding are registered in the name of any nominee of DTC, all payments with respect to
the principal and interest represented by each such Bond and all notices with respect to each such Bond
shall be made and given, respectively, to DTC as provided in the Representation Letter.
(e) The Authority shall execute and deliver the Representation Letter and, in
connection with any successor nominee for DTC and any successor depository, enter into comparable
arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect
to its actions under this Indenture.
(f) In the event that any transfer or exchange of Bonds is authorized under subsection
(b) or (c) of this Section 2. 10, such transfer or exchange shall be accomplished upon receipt by the
Trustee from the registered owner thereof of the Bonds to be transferred or exchanged and appropriate
instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of
Section 2.06. In the event bonds are issued to holders other than Cede & Co., its successor as nominee
t for DTC as holder of all the Bonds, another securities depository as holder of all the Bonds, or the
nominee of such successor securities depository, the provisions of Sections 2.02, 2.03 and 2.06 shall also
apply to, among other things, the registration, exchange and transfer of the Bonds and the method of
payment of principal of, premium, if any, and interest on the Bonds.
ARTICLE Ill
PROCEEDS OF BONDS
SECTION 3.01. Delivery of Bonds. The Trustee is hereby authorized to authenticate
and deliver the Bonds to the Purchaser pursuant to the Purchase Contract upon receipt of a written request
of the Authority, the Notes and the proceeds of sale of the Bonds.
SECTION 3.02. Establishment of Funds and Deposit of Proceeds of Bonds. The Trustee
hereby agrees to establish and maintain hereunder, in trust, the Costs of Issuance Fund, the Proceeds
Fund and the Proceeds Subaccounts therein, the Bond Payment Fund, the Interest Fund, the Principal
Fund and the Credit Fund. The proceeds received from the sale of the Bonds are to be deposited in the
following funds in the following amounts:
Costs of Issuance Fund $
Proceeds Fund
LAI -"5%.l 13
SECTION 3.03. Use of Money in the Costs of Issuance Fund and *e Proceeds Fu .
(a) The moneys in the Costs of Issuance Fund shall be used and withdrawn by the
Trustee, to pay the Costs of Issuance upon receipt of (i) s ' ;uest of the Executive Director of the
Authority, which shall be sequentially numbered, stating the pe. -v, -,n to whom payment is to be made, the
amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper
charge against said fund and (ii) an original invoice or invoices or evidence of the Purchaser's payment
of an invoice when such requisition is in reimbursement thereof. On February 1, 1994 or on such earlier
date upon Request of the Executive Director of the Authority, amounts, if any, remaining in the Costs
of Issuance Fund (and not required to pay identified Costs of Issuance, including any additional fees or
expenses of the Credit Provider or the Trustee, or any identified Predefault Obligations and
Reimbursement Obligations) shall be transferred to the Proceeds Fund and credited to the Proceeds
Subaccounts therein in proportion to the amounts initially deposited in the Costs of Issuance Fund
attributable to each Local Agency.
(b) All money in the Proceeds Fund shall be held by the Trustee in trust. Funds in
the Proceeds Fund shall be credited to subaccounts of that Fund (the "Proceeds Subaccounts"), one of
which shall be established for each of the Local Agencies, initially in amounts set forth in Schedule II,
attached hereto and made a part hereof. Moneys in the Proceeds Subaccount of each Local Agency shall
be disbursed to that Local Agency from time to time, as soon as practical, pursuant to a Requisition of
the Local Agency in substantially the forth set forth as Exhibit B hereto, submitted in advance of the
requested payment date (by facsimile, hand delivery or mail), for any purpose for which the Local
Agency is authorized to use and expend moneys.
ARTICLE IV
TRUSTEE'S DUTIES REGARDING NOTES
SECTION 4.01. Authenticating Agent. The Trustee shall be the authenticating agent for
the Local Agencies in connection with the issuance cf Notes under the Note Resolutions.
SECTION 4.02. Registrar and Paving Agent. The Trustee shall be the registrar and
paying agent for the Notes. As long as any Notes are outstanding under the applicable Note Resolution,
each Local Agency shall maintain and keep at the Principal Office of the Trustee an office or agency for
the payment of principal and interest on the Notes and for the registration and transfer of the Notes.
SECTION 4.03. Return of Paid Notes. Each Note, when paid in full (including by
reimbursement to the Credit Provider as provided in Section 5.03), shall be cancelled by the Trustee and
returned to the Local Agency that issued such Note.
ARTICLE V
NOTE PAYMENTS
SECTION 5.01. Assignment of Notes. The Notes and all right, title and interest of the
Authority therein and to all payments thereon, are hereby irrevocably assigned and pledged and
transferred to the Trustee for the benefit of the Owners of the Bonds and the Credit Provider and the
LAI usw. 1 14
Reserve Credit Provider (if any) and the payments on the Notes shall be used for the punctual payment
of the interest on and principal of the Bonds or the reimbursement of drawings under or payments made
pursuant to or from the Credit I.nstrument and the Reserve Credit Instrument (if any), and the Notes shall
not be used for any other purpose while any of the Bonds remain Outstanding. This assignment, transfer
and pledge shall constitute a first and exclusive lien on the principal and interest payments of and all other
rights under the Notes for the foregoing purpose in accordance with the terms hereof. Each Local
Agency has approved, and the Trustee hereby accepts, such assignment of the Notes.
All principal and interest payments on the Notes shat' be paid directly by the Local
Agencies to the Trustee. All principal and interest payments on the Notes received by the Trustee shall
be held in trust by the Trustee under the terms hereof and shall be deposited by it, as and when received,
in the Bond Payment Fund, which fund the Trustee hereby agrees to maintain so long as any Bonds are
Outstanding, and all money in such fund shall tie held in trust by the Trustee for the benefit and security
of the Owners and the Credit Provider to the extent provided herein. If the Trustee receives Note
repayments from a Local Agency which, together with other amounts on deposit in the Bond Payment
Fund allocable to such Local Agency, are in excess of the amounts required to pay the principal of and
interest due on such Local Agency's Note oi. the Principal Payment Date, such excess amounts shall
remain in the Bond Payment Fund and shall be t:2nsferred to such Local Agency following payment of
the amount of Bonds corresponding to such l.acal Agency's Note and reimbursement of the Credit
Provider for drawings, if any, under or payments pursuant to or from the Credit Instrument and payment
to such Credit Provider of any Reimbursem,;nt Obligations and Predefault Obligations applicable to such
Local Agency. To the extent the Trustee. receives Note repayments from a Local Agency that are less
than the amounts required to pay the principal of and interest due on such Local Agency's Note on the
Principal Payment Date, the Trustee shall apply the moneys received in the priority set forth in Section
8(A)(3) of the Note Resolution.
Moneys received by the Trustee attributable to a local agency shall not be used in any
manner (directly or indirectly) to make up any deficiency in any other Local Agency's Note repayments.
SECTION 5.02. Deposit of Money in the Bond Payment Fund. The Trustee shall
deposit the money contained in the Bond Payment Fund at the following respective times in the following
respective funds in the manner hereinafter provided, each of which funds the Trustee hereby agrees to
maintain so long as any Bonds are Outstanding, and the money in each of such funds shall be disbursed
only for the purpozes and uses hereinafter authorized (subject to Section 5.03):
(a) Interest Fund. The Trustee, on the Interest Payment Date, shall deposit in tht
Interest Fund that amount of money representing the interest becoming due and payable on the
Notes on such Interest Payment Date. All money in the Interest Fund shall be used and
withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds on the
Interest Payment Date_
(b) Principal Fund. The Trustee, on the Principal Payment Date, shall depKsit in the
Principal Fund that amount of money representing the principal becoming due and payable on
the Notes on such Principal Payment Date. All moneys in the Principal Fund shall be used and
withdrawn by the Trustee solely for the purpose of paying the principal of the Bonds on the
Principal Payment Date.
LAI -"5w.1 15
SECTION 5.03. Draws under or Payments Pursuant to or in Connection With Credit
Instrument: Payment of Principal and Interest.
(A) Provisions Applicable to a Letter of Credit or Insurance Policy as Credit instrument.
The other provisions of this Article V notwithstanding, the Trustee shall, in accordance
with the second sentence hereof, draw upon or request payment under the Credit Instrument by the times
required therein and in accordance with the terms thereof, at such time and in sufficient amounts to make
timely payment of the interest on and principal of the Bonds (up to the amount covered by such Credit
Instrument). The Trustee shall draw upon and request payment pursuant to the Credit Instrument on the
Principal Payment Date if the amounts in the Principal Fund and the Interest Fund are insufficient to pay
the full amount of the principal of and interest on the Bonds. Except as otherwise explicitly provided in
the Credit Instrument (and subject to the next paragraph of this Section), each Bond shall be paid first
from all available moneys in the Interest Fund and Principal Fund and, to the extent of any deficiency
therein, second, from moneys drawn under or paid pursuant to the [Reserve Indenture up to the full
amount available therefor in the Reserve Fund, and third, from moneys drawn under or paid pursuant
to the] Credit Instrument up to the maximum amount of the Credit Instrument. To the extent the
maximum amount of the Credit Instrument is insufficient therefor, moneys drawn under or paid pursuant
to the Credit Instrument shall be used to pay each Bond pro rata, and allocated to each Note pro rata in
accordance with the unpaid principal thereof and interest thereon, and shall be applied to pay, and
allocated to, interest first and then principal. Pending application as aforesaid, moneys drawn under or
paid pursuant to the Credit Instrument shall be deposited in a special fund designated the "Credit Fund,'
which shall be maintained by the Trustee and held in trust apart from all other moneys and securities held
under this Indenture or otherwise, and over which the Trustee shall have the exclusive and sole right of
withdrawal for the exclusive benefit of the Owners of the Bonds. Moneys in the Credit Fund shall be
held in cash or invested in Permitted Investments described in clause (1) of the definition thereof in
Section 1.01 hereof which mature not later than the date on which it is mimated that such moneys wi';
be required to pay the Bonds (but in any evert maturing in not more than thirty days).
If the amount available under the Credit Instrument is equal to 100% of the principal of
and all interest on the Bonds, notwithstanding anything to the contrary contained in this Section or this
Article, if the Credit Provider honors a drawing or payment request made pursuant to this Section on the
Credit Instrument to pay such principal and interest on the Maturity Date or resulting from deficiency
in the payment of principal of or interest on a Note or Notes %n order to pay principal of or interest due
on the Bonds on such date, moneys so drawn or paid under the Credit Instrument shall be credited to the
Credit Fund and applied to the payment of such principal and interest as provided in the preceding
paragraph of this Section, except that, moneys, if any, on deposit in the Principal Fund and Interest Fund
that would have been applied to pay such principal or interest absent this Section and such drawing or
payment on the Credit Instrument shall be applied by the Trustee to reimburse the Credit Provider by
wire transfer as soon as possible and, in any case, prior to 1:00 p.m., Los Angeles time, on the day such
drawing or payment request is honored, in the amount of such payment or disbursement by the Credit
Provider honoring such drawing or payment request. Any moneys at any time on deposit in the Bond
Payment Fund allocable to a Local Agency in excess of the amounts required to be deposited therein on
the Interest Payment Date and the Principal Payment Date pursuant to Section 5.02 shall be applied by
the Trustee to the payment of any of such Local Agency's Predefault Obligations specified by the Credit
Provider in writing to the Trustee.
In the event of default by any Local Agency in the payment of any of the principal of or
interest on its Note on the date of maturity thereof, upon payment by the Credit Provider of a drawing
tui- 59ci 16
or payment request under the Credit Instrument with respect to the payment of such principal or interest,
the Credit Provider shall be deemed to have purchased the Secured Percentage of such Note, the Credit
Provider will succeed and be subrogated to the rights of the Owners of the Bonds with respect to the
Secured Percentage of such Note, and the Trustee shall hold such Note for the benefit of the Credit
Provider (in the Secured Percentage) and also for the benefit of the Bond Owners (to the extent the
Secured Percentage of the Credit Instrument [plus the Secured Percentage of the Reserve Fund pursuant
to subsection (B) of this Section if any) is less than 100%) in accordance with the provisions of the Credit
Agreement and the Credit Instrument. Any Note described in the preceding sentence shall be a Defaulted
Note and the unpaid portion thereof shall be deemed outstanding and shall not be deemed paid until all
amounts due to the Credit Provider [and the Reserve Credit Provider) thereon (as provided therein and
in the Credit Agreement [and in the Reserve Credit Agreement]) and to the Bond Owners with respect
to the unsecured portion thereof have been paid in full, including interest accrued thereon as provided
therein and in the Credit Agreement. The interest on the unpaid portion of a Defaulted Note (or the
portion thereof with respect to which a Credit Instrument applies for which no reimbursement on a draw
or payment thereunder has been made) shall be payable at the Default Rate and upon demand and shall
be computed on the basis of a 360 -day year, actual number of days elapsed; provided that, no interest
shall accrue on the portion of a Defaulted Note which is paid with a drawing on or payment pursuant to
the Credit Instrument to the extent such portion of a Defaulted Note is paid (and reimbursement is made
to the Credit Provider with respect to the drawing on or payment pursuant to the Credit Instrument by
1:00 p.m., Los Angeles time. on the date of such draw or payment). Upon payment in full of a Note,
and reimbursement to the Credit Provider with respect to the drawing under or payment pursuant.to the
Credit Instrument with respect to such Note and payment of all Predefault Obligations and Reimbursement
Obligations due and owing such Credit Provider [and Reserve Credit Provider] with respect to such Note,
from amounts available in the Principal Fund or Interest Fund or otherwise, the Trustee shall, with the
consent of the Credit Provider [and Reserve Credit Pro -0 -der]. cancel such Note and surrender it to the
Local Agency that issued it; provided that, each Note shall be deemed outstanding and shall not be
cancelled by the Trustee until (i) the Bond Owners have been paid in full with respect to such Note, and
(ii) the Credit Provider [and Reserve Credit Provider] [has] been so reimbursed for the drawings or
payments made under the Credit Instrument [and the Reserve Credit Instrument, respectively) with respect
to such Note and all Predefault Obligations and Reimbursement Obligations due and owing such Credit
Provider [and Reserve Credit Provider] with respect to such Notes have been paid.
(B) Provisions Applicable to Reserve Fund as Credit Instrument.
(i) The other provisions of this Article V notwithstanding, the Trustee shall request
payment, in accordance with the second sentence hereof, from the Reserve Trustee by 10:00 a.m. Los
Angeles time on the Principal Payment Date by filing with the Reserve Trustee a draw request in the
form of Exhibit B to the Reserve Indenture in sufficient amount (up to the full amount available therefor
in the Reserve Fund) to make timely payment of the interest on and principal of the Bonds. The Trustee
shall request payment from the Reserve Trustee on the Principal Payment Date if the amounts in the
Principal Fund and the Interest Fund are insufficient to pay the full amount of the principal of and interest
on the Bonds. Except as otherwise explicitly provided in the Reserve Indenture, each Bond shall be paid
first from all available moneys in the Interest Fund and Principal Fund and, to the extent of any
deficiency therein, second, from moneys drawn under or paid pursuant to the Reserve Indenture up to
the full amount available therefor in the Reserve Fund, (and third, from moneys drawn under or paid
pursuant to a Letter of Credit or Insurance Policy (if any).] To the extent the maximum amount of
moneys available in the Reserve Fund is insufficient therefor, moneys drawn under or paid pursuant to
the Reserve Indenture shall be used to pay each Bond pro rata, and allocated to each Note pro rata in
accordance with the unpaid principal thereof and interest thereon, and shall be applied to pay, and
ut.usw.t 17
allocated to, interest first and then principal. Pending application as aforesaid, moneys drawn under or
paid pursuant to the Reserve Indenture shall be deposited in the Credit Fund.
In the event of default by any Local Agency in the payment of any of the principal of or
interest on its Note on the date of maturity thereof, upon payment by the Reserve Trustee of a Drawing
with respect to the payment of such principal or interest, the Reserve Trustee shall be deemed to have
purchased the Secured Percentage of such Note, the Reserve Trustee will succeed and be subrogated to
the rights of the Owners of the Bonds with respect to the Secured Percentage of such Note, and the
Trustee shall hold such Note for the benefit of the Reserve Trustee (in the Secured Percentage) and also
for the benefit of the Bond Owners (to the extent the Secured Percentage of the Reserve Trustee [plus
any Secured Percentage of any other Credit Provider) is less than 100%) in accordance with the
provisions of this Indenture and the Reserve Indenture. Any Note described in the preceding sentence
shall be a Defaulted Note and the unpaid portion thereof shall be deemed outstanding and shall not be
deemed paid until all amounts due to the Credit Provider thereon and to the Bond Owners with respect
to the unsecured portion thereof have been paid in full, including interest accrued thereon. In the event
a Drawing remains unreimbursed by the applicable Local Agency by the Reserve Principal Payment Date,
upon payment by the Reserve Credit Provider of a drawing or payment request under the Reserve Credit
Instrument with respect to payment of the principal of and/or interest on the Reserve Bonds, the Reserve
Credit Provider shall be deemed to have 3urchased the Secured Reserve Percentage of such Note, the
Reserve Credit Provider will succeed and be subrogated to the rights of the Owners of the Bonds, owners
of the Reserve Bonds and the Reserve Trustee with respect to the Secured Reserve Percentage of such
Note, and the Trustee shall hold such Note for the benefit of the Reserve Credit Provider (in the Secured
Reserve Percentage) and also for the benefit of the Bond Owners (to the extent the Secured Reserve
Percentage was less than 100% and such Owners have not theretofore been paid in full with respect tc
such Note) in accordance with the Reserve Credit Agreement and the Reserve Credit Instrument. Any
Note described in the preceding sentence shall be a Defaulted Reserve Note and the unpaid portion
thereof shall be deemed outstanding and shall not be deemed paid until any and all amounts due to the
Reserve Credit Provider (as provided therein and in the Reserve Credit Agreement) and to the Bond
Owners with respect to the unsecured portion thereof have been paid in full, including interest accrue,;
thereon as provided therein, herein and in the Reserve Credit Agreement.
The interest on (i) the unpaid portion of a Defaulted Note (or the portion thereof with
respect to which Reserve Bonds applies for which no reimbursement on a claim has been made) or (ii)
the unpaid portion of a Defaulted Reserve Note shall, in each case, be payable at the Default Rate upon
demand which shall be computed on the basis of a 360 -day year, actual number of days elapsed; provided
that no interest shall accrue on the portion of a Defaulted Reserve Note which is paid with a drawing on
or payment pursuant to the Reserve Credit Instrument to the extent such portion of a Defaulted Reserve
Note is paid (and reimbursement is made to the Reserve Credit Provider with respect to the drawing on
or payment pursuant to the Reserve Credit Instrument by the time stated in Section 5.03 of the Reserve
Indenture). Upon payment in full of a Note, and reimbursement to the Reserve Trustee (or, if applicable,
the Reserve Credit Provider) with respect to the drawing under or payment pursuant to the terms of this
Section 5.03(B) and the Reserve Indenture with respect to such Note and payment of all Predefault
Obligations and Reimbursement Obligations due and owing the Credit Provider (and, if applicable, the
Reserve Credit Provider), from amounts available in the Principal Fund or Interest Fund or otherwise,
the Trustee shall, with the consent of the Reserve Trustee (and, if applicable, the Reserve Credit
Provider), with respect to such Note, cancel such Note and surrender it to the Local Agency that issued
it, provided that each Note shall be deemed outstanding and shall not be cancelled by the Trustee until
(i) the Bondholders have been paid in full with respect to such Note, and (ii) the Credit Provider has been
so reimbursed for the payment made under the terms of this Section 5,03(B) and the Reserve Indenture
ui.uxx.1 18
(and, if applicable, the Reserve Credit Provider has been reimbursed for the payment made under the
terms of Section 5.03 of the Reserve Indenture) with respect to such Note and all Predefault Obligations
and Reimbursement Obligations due and owing the Reserve Trustee (and. if applicu'ote, the Reserve
Credit Provider), with respect to such Note have been paid.
(ii) The Trustee acknowledges and agrees to undertake the duties applicable to it under the
terms of Sections 3.03 and 5.03 of the Reserve Indenture which are hereby incorporated by reference as
though fully set forth herein.
(iii) Prior to the Reserve Principal Payment Date, the Trustee shall transfer any -Honeys
received from Local Agencies in respect to their Predefault Obligations or Reimbursement Obligations
to the Reserve Trustee for deposit by the Reserve Trustee in the Reserve Fund. After the Reserve
Principal Payment Date, the Trustee shall hold any such moneys for the benefit of the Reserve Credit
Provider and the Owners of the Bonds as their interests appear and as provided herein, in the Reserve
Indenture and in the Reserve Credit Agreement.
SECTION 5.04. Credit Instrument. The Local Agencies, as indicated in Schedule I,
shall (if the Credit Instrument is a letter of credit or policy of insurance) acknowledge the delivery by the
Authority to the Trustee of the Credit instrument on or prior to the date of delivery of the Bonds. The
Local Agencies have authorized and acknowledged that the Authority will execute and deliver the Cred'i
Agreement on their behalf (where applicable). The Trustee shall hold and maintain such Credit
Instrument for the benefit of the Owners until the Credit Instrument terminates in accordance with its
terms. The Trustee shall diligently enforce all terms, covenants and conditions of such Credit Instrument,
including payment when due of any draws on or claims under the Credit Instrument, and will not consent
to or agree to or permit any amendments or modifications thereof which would materially adversely affect
the rights or security of the Owners. If at any time during the term of the Credit Instrument (if the Credit
Instrument is a letter of credit or policy of insurance) any successor Trustee shall be appointed and
qualified under this Indenture, the resigning or removed Trustee shall request that the Credit Provider
transfer such Credit Instrument to the successor Trustee pursuant to the applicable provision set forth in
the Credit Agreement and Section 8.02 hereof. If the resigning or removed Trustee fails to make this
request, the successor Trustee shall do so before accepting appointment.
SECTION 5.05. Investments. Any money held by the Trustee in the Bond Payment
Fund and in the Proceeds Subaccounts in the Proceeds Fund shall, to the fullest extent practicable, be
invested as directed in writing by the Authority with respect to money held in the Bond Payment Fund
and by the applicable Local Agency with respect to money in such Local Agency's Proceeds Subaccount,
in Permitted Investments which will, as nearly as practicable, mature on or before the dates on which
such money is anticipated to be needed for disbursement hereunder. In the absence of any written
direction from the Authority, the Trustee shall invest any money held in the Bond Payment Fund and the
Proceeds Subaccounts in Permitted Investments identified in clause (xiii) of the definition thereof which
will, as nearly as practicable, mature on or before the dates on which such money is anticipated to be
needed for disbursement hereunder. The amounts held in the Proceeds Subaccounts will be accounted
for separately for the respective Local Agencies. The Trustee may act as principal or agent in the
acquisition or disposition of any such deposit or investment and may at its sole discretion, for the purpose
of any such deposit or investment, except with respect to the Credit Fund, commingle any of the money
held by it hereunder. The Trustee shall not be liable or responsible for any loss suffered in connection
with any such deposit or investment made by it under the terms of and in accordance with this Section.
The Trustee may present for redemption or sell any such deposit or investment whenever it shall be
necessary in order to provide money to meet any payment of the money so deposited or invested, and
LAI "S%.a 19
the Trustee shall not be liable or responsible for any losses resulting from any such deposit or investment
presented for redemption or sold. Any interest or profits on such deposits and investments received by
the Trustee shall be credited to the fund, account or subaccount from which such investment was made.
Moneys held by the Trustee in the Costs of Issuance Fund, Principal Fund and the Interest
Fund shall be invested in Permitted Investments.
Moneys in the Credit Fund shall be invested as specified in Section 5.03.
ARTICLE VI
COVENANTS
SECTION 6.01. Compliance with Indenture. The Trustee will not authenticate or deliver
any Bonds in any manner other than in accordance with the provisions hereof; and the Authority will not
suffer or permit any default to occur hereunder, but will faithfully observe and perform all the
agreements, conditions, covenants and terms contained herein required to be observed and performed by
it.
SECTION 6.02. Amendment of Notes. The Authority and the Trustee will not amend
or permit the amendment of the Notes without the prior written consent of the applicable Credit Provider
(if any) and the Reserve Credit Provider (if any) and without (a)(1) a determination that such amendment
does not materially adversely affect the interest of the Owners or (2) the written consents of the Owners
of a majority in aggregate principal amount of the Bonds then Outstanding, and (b) an Opinion of Counsel
to the effect that such amendment will not cause interest on the Bonds to be includable in gross income
for federal income tax purposes; provided that, no such amendment shall reduce the rate of interest or
amount of principal or extend the time of payment thereof with respect to any Note.
SECTION 6.03. Observance of Laws and Regulations. The Authority will faithfully
observe and perform all lawful and valid obligations or regulations now or hereafter imposed on it by
contract, or prescribed by any state or national law, or by any officer, board or commission having
jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or
privilege now owned or hereafter acquired by it, including its right to exist and carry on its business, to
the extent that such observance or performance is material to the transactions contemplated hereby.
SECTION 6.04. Tax Covenants. (a) The Authority covenants that it 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 Bonds under Section 103 of the Code.
Without limiting the generality of the foregoing, the Authority covenants that it will comply with L..
requirements of the Tax Certificate entered into on the date the Bonds are issued, which is incorporated
herein as if fully set forth herein. This covenant shall survive payment in full or defeasance of the Bonds.
(b) In the event that at any time the Authority is of the opinion that for purposes of
this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys held
by the Trustee under this Indenture, the Authority shall so instruct the Trustee under this Indenture in
writing, and the Trustee shall take such action as may be necessary in accordance with such instructions.
tri csv, i 20
(c) Notwithstanding any provisions of this Section if the Authority shall provide to
the Trustee an Opinion of Counsel that any specified action required under this Section is no longe:
required or that some further or different action is required to maintain the exclusion from federal income
tax of interest on the Bonds, the Trustee may conclusively rely on such opinion in complying with the
requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to
be modified to that extent.
SECTION 6.05. Lien . So long as any Bonds are Outstanding, or any Predefault
Obligation or Reimbursement Obligation is outstanding, the Authority will not create or suffer to be
created any pledge of or lien on the Notes other than the pledge and lien hereof.
SECTION 6.06. Accounting Records and Statements. The Trustee shall keep proper
book; of record and account in accordance with trust accounting standards in which complete and correct
entries shall be made of all transactions relating to the receipt, investment, disbursement, allocation and
application of the Note repayments and the proceeds of the Notes and the Bonds. Such records shall
specify the account or fund to which each investment (or portion thereof) held by the Trustee is to be
allocated and shall set forth, in the case of each investment: (a) its purchase price; (b) identifying
information, including par amount, coupon rate,. and payment dates; (c) the amount received at maturity
or its sale price, as the case may be; (d) the amounts and dates of any payments made with respect
thereto; and (e) such documentation as is required to be obtained as evidence to establish that all
investments have been purchased in arms' length transactions with no amounts paid to reduce the yield
on the investments.
Such records shall be open to inspection by the Credit Provider, the 11eserve Credit
Provider (if any), the Authority and any Local Agency at any reasonable time during regular business
hours on reasonable notice. Not later than the Principal Payment Date and upon retirement of all Bonds,
the Trustee will furnish to the Credit Provider, to the Local Agencies, to the Authority and to any Owner
who may so request (at the expense of such Owner) a complete statement covering the receipts, deposits
and disbursements of the funds hereunder.
SECTION 6.07. Recordation and Filing. The Trustee will file, record, register, renew,
refile and rerecord all such documents, including financing statements (or continuation statements ire
connection therewith), as may be required by law in order to maintain at all times a security interest in
the Notes under and pursuant to the Indenture, all in such manner, at such times and in such places as
may be required in order to fully perfect, preserve and protect the benefit, protection and security of the
Owners and the Credit Provider and the rights of the Trustee hereunder, and the Trustee will do whatever
else may be necessary or be reasonably required in order to perfect and continue the pledge of and lien
on the Notes and Note payments as provided herein.
SECTION 6.08. Further Assurances. Whenever and so often as requested to do so by
the Trustee, the Credit Provider, the Reserve Credit Provider (if any) or any Owner, the Authority will
promptly execute and deliver, or cause to be executed and delivered, all such other and further
assurances, documents or instruments and promptly do or cause to be done all such other and further
things as may be necessary or reasonably required in order to further and more fully vest in the Trustee,
the Credit Provider, the Reserve Credit Provider (if any) and the Owners the benefit, protection and
security conferred, or intended to be conferred, upon them hereby.
SECTION 6.09. Satisfaction of Predefault Obi iatg ions. In accordance with any
applicable provisions of the Credit Agreement or Reserve Credit Agreement, upon receipt of instructions
LAI -4-4594.1 21
from the Authority or any Local Agency, resulting from the Authority's or such Local Agency's receipt
of notice and request for payment of Predefault Obligations from the Credit Provider or Reserve Credit
Provider, pursuant to applicable provisions of the Credit Agreement or Reserve Credit Agreement, the
Trustee shall remit to the Credit Provider or Reserve Credit Provider, as applicable, moneys held by the
Trustee and allocable to such liable Local Agency which moneys are available under the Indenture for
payment of such amounts due to the Credit Provider or Reserve Credit Provider, as applicable.
However, the amount remitted from such moneys which are allocable to a specific Local Agency shall
not exceed that Local Agency's allocable share of the total amount due to the Credit Provider or Reserve
Credit Provider, as applicable. If such moneys held by the Trustee are insufficient to pay the Local
Agency's pro rata share of such Predefault Obligations, the Local Agency shall pay the amount of the
deficiency to the Trustee for remittance to the Credit Provider or Reserve Credit Provider, as applicable.
Moneys thus received by the Trustee from the Local Agencies shall be deposited in the Bond Payment
Fund and shall be paid to the Credit Provider or Reserve Credit Provider, as applicable, by the fifteenth
day after delivery by the Credit Provider to the Local Agency or Local Agencies of notice that amounts
are due to the Credit Provider or Reserve Credit Provider, as applicable, pursuant to applicable provisions
of the Credit Agreement or Reserve Credit Agreement.
ARTICLE VII
DEFAULT AND LIMITATIONS OF LIABILITY
SECTION 7.01. Action on Default. If any default in the payment of principal of or
interest on a Note or any other "Event of Default" defined in a Note Resolution shall occur and be
continuing, then such default shall constitute an "Event of Default" hereunder, and in each and every such
case during the continuance of such Event of Default the Trustee or the Owners of not less than a
majority in aggregate principal amount of Bonds at the time Outstanding shall be entitled, upon notice
in writing to such Local Agency, to exercise the remedies provided to the owner of the Note then in
default or under the Note Resolution pursuant to which it was issued.
SECTION 7.02. Other Remedies of the Trustee. The Trustee shall have the right —
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce
its rights against any Local Agency or any trustee, member, officer or employee thereof, and to
compel such Local Agency or any such trustee, member, officer or employee thereof to observe
or perform its or his duties under applicable law and the agreements, conditions, covenants and
terms contained herein, or in the applicable Note and Note Resolution, required to be observed
or performed by it or him;
(b) by suit in equity to enjoin any acts or things which are unlawful or violate the
rights of the Trustee or the Owners, the Credit Provider, the Reserve Trustee or Reserve Credit
Provider; or
(c) by suit in equity upon the happening of any default hereunder to require any
Local Agency and any member, officer and employee thereof to account as the trustee of any
express trust.
SECTION 7.03. Non -Waiver. A waiver by the Trustee of any default hereunder or
breach of any obligatiun hereunder shall not affect any subsequent default hereunder or any subsequent
LAL1445%. t 22
breach of an obligation hereunder or impair at3y rights or remedies on any such subsequent default
hereunder or on any such subsequent breach of an obligation hereunder. No delay or omission by the
Trustee to exercise any right or remedy accruing upon any default hereunder shall impair any such right
or remedy or shall be construed to be a waiver of any such default hereunder or an acquiescence therein,
and every right or remedy conferred upon the Trustee by applicable law or by this article may be
enforced and exercised from time to time and as often as shall be deemed expedient by the Trustee.
If any action, proceeding or suit to enforce any right or to exercise ally remedy is
abandoned or determined adversely to the Trustee, the Credit Provider, the Reserve Credit Provider, the
Authority or the Local Agencies, the Authority, the Trustee, such Credit Provider, the Reserve Credit
Provider and the Local Agencies shall be restored to their former positions, rights and remedies as if such
action, proceeding or suit had not been brought or taken.
Notwithstanding anything to the contrary, no waiver by the Trustee of any default
hereunder or breach of any obligation hereunder with respect to any Local Agency shall be effective
without the prior written consent of the Credit Provider and, if applicable, the Reserve Credit Provider.
SECTION 7.04. Application of Funds. All moneys received by the Trustee pursuant
to any right given or action taken under the provisions of this Article VII shall be deposited into the
segregated Payment Account of the Bond Payment Fund relating to the defaulting Local Agency's Note
and be applied by the Trustee after payment of all amounts due and payable under Section 8.03 hereof
in the following order upon presentation of the several Bonds, and the stamping thereon of the payment
if only partially paid, or upon the surrender thereof if fully paid; provided that (i) all amounts in the
Credit Fund shall be applied (without regard to Section 8.03 hereof) solely to payment of the principal
of and interest on the Bonds, and (ii) all moneys in the defaulting Local Agency's Payment Account i..
the Bond Payment Fund allocable to reimbursement of the Credit Provider or Reserve Credit Provider
for drawings or payments under the Credit Instrument or, if applicable, the Reserve Credit Instrument
shall be applied solely to reimburse such Credit Provider or Reserve Credit Provider, as the case may
be; and provided, further, that the Trustee shall obtain and follow the instructions contained in an Opinion
of Counsel and rebate or set aside for rebate from the specified funds held hereunder, subject to the prior
payment in full of all amounts applicable to the respective Local Agency specified in clause (ii) above,
any amount pursuant to such instructions required to be paid to the United States of America under the
Code:
it , Costs and Expenses: to the payment of the costs and expenses of the Trustee and
of the Owners in declaring such Event of Default, including reasonable compensation to its or their
agents, attorneys and counsel;
Second, Inter : to the payment to the persons entitled thereto of all payments of interest
on the Bonds then due in the order of the due date of such payments, and, if the amount available shall
not be sufficient to pay in full any payment or payments coming due on the same date, then to the
payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without
any discrimination or preference;
Third, Principal: to the payment to the persons entitled thereto of the unpaid principal
of the Bonds which shall have become due, in the order of their due dates, with interest on the overdue
principal and interest on the Bonds at a rate equal to the Default Rate and, if the amount available shall
not be sufficient to pay in full all the amounts due with respect to the Bonds on any date, together with
u»uw.i 23
such interest, then to the payment thereof ratably, according to the amounts of principal due on such date
to the persons entitled thereto, without any discrimination or preference; and
Fourth, Predefault Obligations and Reimbursement Obligations; to the payment of all
Predefault Obligations and Reimbursement Obligations applicable to such Local Agency.
SECTION 7.05. Remedies Not Exclusive; Credit Providers' Control of Remedies. No
remedy conferred herein upon or reserved herein to the Trustee is intended to be exclusive and all
remedies shall be cumulative and each remedy shall be in addition to every other remedy given hereunder
or now or hereafter existing under applicable law or equity or by statute or otherwise and may be
exercised without exhausting and without regard to any other remedy conferred by any other applicable
law.
Notwithstanding anything to the contrary herein, the Credit Provider and the Reserve
Credit Provider so long as they have not failed to comply with their respective payment obligations under
the applicable Credit Instrument, shall have the right to direct the remedies upon any Event of Default
hereunder but only with respect to any Note or Notes to which such Credit Instrument is applicable and
only so long as such action will not materially adversely affect the rights of any Bond Owner and such
Credit Provider's prior consent shall be required to any remedial action proposed to be taken by the
Trustee hereunder with respect to such Note or Notes, except that this shall not affect or impair in any
way the right of action of any Owner to institute suit directly against a Local Agency to enforce payment
of the Note and such Local Agency shall be directly obligated to each Owner of the Bonds. The Trustee
shall immediately notify such Credit Provider and Reserve Credit Provider of any Event of Default of
which the Trustee has actual knowledge. In the event the Credit Provider and the Reserve Credit
Provider concurrently direct remedies, the Reserve Credit Provider shall control the direction of
remedies.
SECTION 7.06. Exercise of Remedies: Relative Rights of Credit Provider and Bond
Owners. Upon the exercise by any Owner, the Trustee, or the Credit Provider of its right of action to
institute suit directly against a Local Agency to enforce payment of the Note, any moneys recovered by
such action shall be deposited with the Trustee and applied as provided in Section 7.04 and in this Section
7.06.
All amounts received in respect of the principal of or interest on a Defaulted Note or
Defaulted Reserve Note shall be applied pro rata to the claims with respect to such principal and interest
of each Credit Provider or the Reserve Credit Provider, if applicable, in accordance with its Secured
Percentage or Secured Reserve Percentage, as applicable, and the Bondholders in accordance with tht
percentage remaining net of the Secured Percentage or Secured Reserve Percentage, as applicable, and,
with respect to each, in accordance with Section 7.04.
SECTION 7.07. Limited Liability of the Authority. Except as expressly provided herein,
the Authority shall not have any obligation or liability to the Trustee, the Owners, the Credit Provider,
the Reserve Trustee, the Reserve Bond Owners or the Reserve Credit Provider with respect to the
payment when due of the Notes by the Local Agencies, or with respect to the observance or performance
by the Local Agencies of the other agreements, conditions, covenants and terms contained in the Notes
and the Note Resolutions, or with respect to the performance by the Trustee of any obligation contained
herein required to be performed by it. Notwithstanding anything to the contrary contained in the Bonds.
the Indenture or any other document related there►.o, the Authority shall not have any liability hereunder
or by reason hereof or in connection with any of the transactions contemplated hereby except to the extent
1 24
payable from moneys received from or with respect to the Notes and available thereof in accordance with
the Indenture.
SECTION 7.08. Limited Liability of the Local Agencies. Except as expressly provided
in the respective Notes and Note Resolutions, the Local Agencies shall not have any obligation or liability
to the Authority, the Trustee, the Owners, the Credit Provider, the Reserve Trustee, the Reserve Bond
Owner or the Reserve Credit Provider with respect to the Indenture or the preparation, execution,
delivery, transfer, exchange or cancellation of the Bonds or the receipt, deposit or disbursement of the
principal of and interest on the Notes by the Trustee, or with respect to the performance by the Trustee
of any obligation contained herein required to be performed by it.
Notwithstanding anything to the contrary herein or in any Note or document referred to
herein, no Local Agency shall incur any obligation under Article VII, Section 3.03(b) or Section 5.01
or otherwise hereunder, except to the extent payable from unencumbered revenues attributable to its 1993-
1994 fiscal year, nor shall any Local Agency incur any obligation on account of any default, action or
omission of any other Local Agency.
SECTION 7.09. Limited Liability of the Trustee. Except as expressly provided herein,
the Trustee shall not have any obligation or liability to the Owners, the Credit Provider, the Reserve
Trustee, the Reserve Boad Owners or the Reserve Credit Provider with respect to the payment when due
of the Notes by the Local Agencies, or with respect to the observance or performance by the Local
Agencies of the other agreements, conditions, covenants and terms contained in the Notes and the Note
Resolutions.
ARTICLE VIII
THE TRUSTEE
SECTION 8.01. Employment and utie,-. of the Trustee.
The Authority appoints and employs the Trustee to receive, deposit and disburse the proceeds of and
payments on the Notes as provided herein, to prepare, execute, deliver, transfer, exchange and cancel
the Bonds as provided herein, to pay the interest on and principal of the Bonds to the Owners thereof as
provided herein and to perform the other obligations of the Trustee and exercise the remedies contained
herein; all in the manner provided herein and subject to the conditions and terms hereof. By executing
and delivering the Indenture, the Trustee undertakes to perform such obligations.
SECTION 8.02. Removal and Resignation of the Trustee. The Authority, with the
consent of the Credit Provider and the Reserve Credit Provider, if any, may at any time remove the
Trustee by giving written notice of such removal by mail to the Trustee, all of the Local Agencies, all
Owners of Bonds, the Credit Provider and the Reserve Credit Provider, if any, and the Trustee may at
any time resign by giving written notice by mail of such resignation to such Credit Provider and the
Reserve Credit Provider, if any, the Authority, the Local Agencies and all Owners of Bonds. The Credit
Provider or the Reserve Credit Provider, if any, may at any time rerr-we the Trustee if (i) such Credit
Provider or the Reserve Credit Provider, if any, (as applicable) is not in default on its or their payment
obligations under the Credit Instrument or Reserve Credit Instrument (as applicable) and (ii) there are no
unpaid Notes deemed outstanding that are not Defaulted Notes or Defaulted Reserve Notes, as applicable,
with respect to which such Credit Provider's Secured Percentage or Reserve Credit Provider's Secured
Reserve Percentage, as applicable, is 100%. The Credit Provider or the Reserve Credit Provider, if any,
ul-"5N i 25
shall give written notice by mail of such removal to the Trustee, the Authority, all of the Local Agencies
and all Owners of Bonds. If such removal is at the request of the Credit Provider or the Reserve Credit
Provider, if any, and the Trustee has not been removed due to its willful misconduct or negligence
hereunder, such Credit Provider or Reserve Credit Provider (as applicable) shall reimburse the Authority
and the Local Agencies for any additional costs resulting from such removal. Upon giving any such
notice of removal or upon receiving any such notice of removal or resignation, the Authority shall
promptly appoint a successor Trustee acceptable to the Credit Provider or Reserve Credit Provider (as
applicable) by an instrument in writing; provided. that if the Authority does not appoint a successor
Trustee within sixty (60) days following the giving of any such notice of removal or the receipt of any
such notice of resignation, the removed or resigning Trustee may petition any appropriate court having
jurisdiction to appoint a successor Trustee. Any successor Trustee shall be a bank or trust company
doing business and having a principal corporate trust office either in Los Angeles or San Francisco,
California, having a combined capital (exclusive of borrowed capital) and surplus of at least fifty million
dollars ($50,000,000) and subject to supervision or examination by state or national authorities. If such
bank or trust company publishes a report of condition at least annually, pursuant to law or to the
requirements of any supervising or examining authority above referred to, then for the purposes of this
section the combined capital and surplus of such bank or trust company shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published.
Any removal or resignation of a Trustee and appointment of a successor Trustee shall
become effective only upon the written acceptance of the appointment by the successor Trustee.
SECTION 8.03. Compensation of the Trustee. The Authority, solely from amounts held
in the Costs of Issuance Fund or paid by the Local Agencies specifically for such purpose, shall from
time to time, subject to any agreement then in effect with the Trustee, pay the Trustee compensation for
its services and reimburse the Trustee for all its advances and expenditures hereunder, including, but not
limited to, advances to and fees and expenses of accountants, agents, appraisers, consultants. counsel or
other experts employed by it in the observance and performance of its rights and obligations hereunder;
r vided, that the Trustee shall not have any lien for such compensation or reimbursement against any
money held by it in any of the funds established hereunder, although the Trustee may take whatever legal
actions are available to it directly against the Local Agencies to recover such compensation or
reimbursement.
SECTION 8.04. Protection of the Trustee. The Trustee shall be protected and shall
incur no liability in acting or proceeding in good faith upon any affidavit, bond, certificate, consent,
notice, request, requisition, resolution, statement, telegram, voucher, waiver or other paper or document
which it shall in good faith believe to be genuine and to have been adopted, executed or delivered by the
proper party or pursuant to any of the provisions hereof, and the Trustee shall be under no duty to make
any investigation or inquiry as to any statements contained or matters referred to in any such instrument.
but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such
statements. The Trustee may consult with counsel, who may be counsel to the Authority or the Local
Agencies, with regard to legal questions arising hereunder, and the opinion of such counsel shall be full
and complete authorization and protection in respect to any action taken or suffered by it hereunder in
good faith in accordance therewith.
The Trustee shall not be responsible for the sufficiency of the payments on the Notes, or
of the assignment made to it of all rights to receive the payments on the Notes and shall not be deemed
to have knowledge of any Event of Default unless and until it shall have actual knowledge thereof or have
received written notice thereof at its principal corporate trust office in Los Angeles, California. The
LAI-"51WA 26
Trustee shall not be accountable for the use or application by the Local Agencies, or any other party, of
any funds which the Trustee properly releases to the Local Agencies or which the Local Agencies may
otherwise receive from time to time. The Trustee makes no representation concerning, and has no
responsibility for, the validity. genuineness, sufficiency, or performance by parties other than the Trustee
of the Indenture, any Bond, any Note, any Note Resolution, the Credit Instrument or the Credit
Agreement or of any other paper or document, or for taking any action on them (except as specifically
and expressly stated for the Trustee in the Indenture).
Whenever in the observance or performance of its rights and obligations hereunder oh-
under
:under the Bonds the Trustee shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may be deemed to be conclusively proved and established by a
Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken
or suffered under the provisions hereof upon the faith thereof, but in its discretion the Trustee may, in
lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may
seem reasonable.
The Trustee may buy, sell, own, hold and deal in any of the Bonds and may join in any
action which any Owner may be entitled to take with like effect as if it were not a parry hereto. The
Trustee, either as principal or agent, may also engage in or be interested in any financial or other
transaction with the Local Agencies, and may act as agent, depositary or trustee for any committee or
body of Owners or of owners of obligations of the Local Agencies as freely as if it were not the Trustee
hereunder.
The Trustee shall not be answerable for the exercise of any of its rights hereunder or for
the performance of any of its obligations hereunder or for anything whatsoever in connection with the
funds established hereunder, except only for its own willful misconduct or negligence.
No provision hereof shall require the Trustee to expend or risk its own funds or otherwise
incur any financial or other liability or risk in the performance of any of its obligations hereunder, or it.
the exercise of any of its rights hereunder. if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and
before taking any remedial action hereunder (other than drawing on or requesting payment under the
Credit Instrument) the Trustee may require that indemnity satisfactory to it be furnished for all expenses
to which it may be put and to protect it from all liability thereunder.
SECTION 8.05. Notices to Rating Agencies. The Trustee shall notify Standard & Poor's
Corporation and Moody's Investors Service (or whichever one is then rating the Bonds), in writing, upon
occurrence of any of the following events: (i) any amendment, supplement or other change to the
Indenture from the form originally executed and entered into; (ii) any amendment, supplement or other
change to the Credit Agreement from the form originally executed and entered into; (iii) any amendment,
supplement or other change to the Credit Instrument from the form originally executed and entered into;
(iv) any amendment, supplement or other change to any Note Resolution (that the Trustee is aware of);
and (v) the termination of the Credit Instrument,- provided, however, that the Trustee shall incur no
liability for failure to so notify.
uw- 5%.t 27
ARTICLE IX
AMENDMENT OF OR SUPPLEMENT TO THE INDENTURE
SECTION 9.01. Amendment or Supplement of Indenture. The Indenture and the rights
and obligations of the Owners and the Trustee hereunder may be amended or supplemented at any time
by an amendment hereof or supplement hereto which shall become binding when the written consents of
the Credit Provider, the Reserve Credit Provider, and of the Owners of a majority in aggregate principal
amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 9.02, are
filed with the Trustee. No such amendment or supplement shall (1) reduce the rate of interest on any
Bond or extend the Interest Payment Date or reduce the amount of principal of any Bond or extend the
Principal Payment Date thereof (it being understood, however, that any such extension shalt have no
effect on duration of the Credit Instrument) without the prior written consent of the Owner of the Bond
so affected, or (2) reduce the percentage of Owners whose consent is required by the terms of this
Indenture For the execution of certain amendments hereof or supplements hereto, or (3) modify any of
the rights or obligations of the Trustee without its prior written consent thereto.
The Indenture and the rights and obligations of the Owners and the Trustee hereunder
may also be amended or supplemented at any time by an amendment hereof or supplement hereto which
shall become binding upon execution with the prior written consent of the Credit Provider and the
Reserve Credit Provider, but without the written consents of any Owners, in order to make ans
modifications or changes necessary or appropriate in the Opinion of Counsel to preserve or protect the
exclusion from gross income of interest on the Notes for federal income tax purposes, or, but only to the
extent that such amendment shall not materially adversely affect the interests of the Owners, for any
purpose including, without limitation, one or more of the following put -poses —
(a) to add to the agreements, conditions, covenants and terms contained herein
required to be observed or performed by the Authority, other agreements, conditions, covenants
and terms thereafter to be observed or performed by the Authority, or to surrender any right
reserved herein to or conferred herein on the Authority;
(b) to make such provisions for the purpose of curing any ambiguity or of correcting,
curing or supplementing any defixtive provision contained herein or in regard to questions arising
hereunder which the Authority may deem desirable or necessary; or
(c) to modify, amend or supplement this Indenture or any supplement hereto in such
manner as to permit The qualificatic.n hereof and thereof under the Trust Indenture Act of 1939
or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale
under the securities laws of the United States of America or of any of the states of the United
States of America and, if the Authority or Bond Counsel so determine, to add to this Indenture
or any supplement hereto such other terms, conditions and provisions as may be permitted by said
Trust Indenture Act of 1939 or similar federal statute.
SECTION 9.02. DisqualifiW Bonds. Bonds held for the account of the Authority or the
Local Agencies (but excluding Bonds held in any pension or retirement fund of the Local Agencies) shall
not be deemed Outstanding for the purpose of any consent or other action or any calculation of
Outstanding Bonds provided herein, and shall not be entitled to consent to or take any other action
provided herein, and the Trustee may adopt appropriate regulations to require each Owner, before his
u�-�awa.i 28
consent provided for herein shall be deemed effective, to reveal if the Bonds as to which such consent
is given are disqualified as provided in this section.
SECTION 9.03. Procedure for Amendment with Written Consent of the Owners, the
Credit Provider and the Reserve Credit Provider. The Indenture may be amended by supplemental
agreement as provided in this Section 9.03 in the event the consent of the Owners, the Credit Provider
and the Reserve Credit Provider is required pursuant to Section 9.01 hereof. A description of the
proposed amendment, together with a request to the Owners for their consent thereto, shall be mailed by
the Trustee to each Owner of a Bond, the Credit Provider and the Reserve Credit Provider at his address
as set forth in the Bond registration books maintained pursuant to Section 2.07 hereof, but failure to
receive copies of such description and request so mailed shall not affect the validity of the supplemental
agreement when assented to as in this Section provided. Nothing herein shall be deemed to require the
mailing of the supplemental agreement itself to the Owners.
Such supplemental agreement shall not become effective unless there shall be filed with
the Trustee the written consent of the Owners of at least a majority in aggregate principal amount of the
Bonds then Outstanding, the Credit Provider and the Reserve Credit Provider (exc'usive of Bonds
disqualified as provided in Section 9.02 hereof) and notices shall have been mailed as hereinafter in this
Section provided. Each such consent shall be effective only if accompanied by proof of ownership of the
Bonds for which such consent is given, which proof shall be acceptable to the Trustee. Any such consent
shall be binding upon the Owner of the Bond giving such consent and on any subsequent Owner (whether
or not such subsequent Owner has notice thereof) unless such consent is revoked in writing by the Owner
giving such consent or a subsequent Owner by filing such revocation with the Trustee prior to the date
when the Trustee has received the required percentage of consents of the Owners of the Bonds and
acknowledged the same to the Local Agencies.
After the Owners of the required percentage of Bonds, the Credit Provider and the
Reserve Credit Provider shall have filed their consents to such supplemental agreement, the Trustee shall
acknowledge to the Authority, the Credit Provider and the Reserve Credit Provider the effectiveness of
the agreement and shall mail a notice to the Local Agencies, the Credit Provider. the Reserve Credit
Provider and the Owners of the Bonds in the manner hereinbefore provided in this Section for the mailing
of such description, stating in substance that such supplemental agreement has been consented to by the
Owners of the required percentage of Bonds and is effect.ve as provided in this Section (but failure to
mail copies of said notice shall not affect the validity of such supplemental agreement or consents
thereto). A record, consisting of the papers required by this Section to be filed with the Trustee, shall
be proof of the matters therein stated until the contrary is proved.
SECTION 9.04. Endorsement or ReplMement of Bonds after Amendment or Sugglement.
After the effective date of any action taken as hereinabove provided, the Trustee may determine that the
Bonds may bear a notation by endorsement in form approved by the Trustee as to such action, and in that
case upon demand of the Owner of any Outstanding Bond and presentation of the Bond for such purpose
at the office of the Trustee a suitable notation as to such action shall be made on such Bond. If the
Trustee shall so determine, new Bonds so modified as in the opinion of the Trustee shall be necessary
to conform to such action shall be prepared, and in that case upon demand of the Owner of any
Outstanding Bonds such new Bonds shall be exchanged without cost to each Owner for Bonds then
Outstanding at the office of the Trustee upon surrender of such Outstanding Bonds. All Bonds
surrendered to the Trustee pursuant to the provisions of this section shall be canc--lled by the Trustee and
shall not be redelivered.
LAI -"594 1 29
SECTION 9.05. Amendment or Supplement by Mutual Consent. The provisions of this
article shall not prevent any Owner from accepting any amendment or supplement as to the particular
Bonds owned by him; Vrovid , that due notation thereof is made on such Bonds. No amendment or
supplement of -a Bond shall be made without prior compliance with the provisions of this Article IX
pertaining to amendment or supplement of this Indenture.
ARTICLE X
DEFEASANCE
SECTION 10.01. Discharge of Bonds and Indenture.
(a) If the Trustee shall pay or cause to be paid or there shall otherwise be paid to the
Owners of all Outstanding Bonds the interest and principal thereof at the times and in the manner
provided herein and therein, then such Owners shall cease to be entitled to the pledge of and lien on the
Notes and Note payments and any interest in the funds held hereunder as provided herein, and all
agreements and covenants of the Authority to such Owners hereunder shall thereupon cease, terminate
and become void and shall be discharged and satisfied.
(b) Any Outstanding Bonds shall on their Principal Payment Date be deemed to have
been paid within the meaning of and with the effect expressed in subsection (a) of this section if them
shall be on deposit with the Trustee moneys which are sufficient to pay the interest on and principal of
such Bonds payable on and prior to their Principal Payment Date. If the amount available under the
Credit Instrument (other than the Reserve Fund) is at least equal to the principal of and interest on the
Bonds at maturity, then such moneys on deposit must be Available Moneys.
(c) Any Outstanding Bonds shall prior to their Principal Payment Date be deemed
to have been paid within the meaning of and with the effect expressed in subsection (a) of this section
if there shall have been deposited with the Trustee either moneys in an amount which shall be sufficient
or United States Treasury bills, notes, bonds or certificates of indebtedness, or obligations for which the
full faith and credit of the United States of America are pledged for the payment of interest and principal;
and which are purchased with moneys and are not subject to redemption except by the holder thereof
prior to maturity (including any such securities issued or held in book -entry form on the books of the
Department of the Treasury of the United States of America), the interest on and principal of which when
paid will provide money which, together with the moneys, if any, deposited with the Trustee at the same
time, shall be sufficient, in the opinion of an independent expert delivered to the Trustee, the Credit
Provider and the Reserve Credit Provider (if any), to pay when due the interest on such Bonds and the
principal of such Bonds on the Principal Payment Date. If the amount available under the Credit
Instrument (other than the Reserve Fund) is at least equal to the principal of and interest on the Bonds
on their Principal Payment Date, then all moneys and securities deposited with the Trustee for purposes
of this paragraph must be Available Moneys.
(d) After the payment of the interest on and principal of all Outstanding Bonds as
provided in this section, at the Request of the Authority (if provided), the Trustee shall execute and
deliver to the Authority and the Local Agencies all such instruments as they may deem necessary or
desirable to evidence the discharge and satisfaction of the Indenture, and the Trustee shall pay over or
deliver to the Local Agencies all money or deposits or investments held by it pursuant hereto which are
LAI -"594A 30
not required for the payment of the interest on and principal of such Bonds and the Trustee shall
surrender the Credit Instrument to the Credit Provider, for cancellation by the same. -
(e) Notwithstanding anything to the contrary herein, the lndcnture shall not be
discharged without the prior written consent of the Credit Provider and the Reserve Credit Provider (if
any), until all Predefautt Obligations and Reimbursement Obligations have been paid or payment duly
provided for by the Trustee's retention of sufficient funds to pay all Predefault Obligations and
Reimbursement Obligations due or to become due as of the date of such discharge.
SECTION 10.02. Unclaimed Monex. Anything contained herein to the contrary
notwithstanding, any money field by the Trustee in trust for the payment and discharge of the interest on
or principal of any Bonds which remains unclaimed for two (2) years after the date when the payments
on such Bonds have become payable, if such money was held by the Trustee on such date, or for two,
(2) years after the date of deposit of such money it deposited with the Trustee after the date when the
interest on and principal of such Bonds have become payable, shall be repaid by the Trustee to the Local
Agencies as their interests appear as their absolute property free from trust, and the Trustee shall
thereupon be released and discharged with respect thereto and the Owners shall look only to the Local
Agencies for the payment of the interest on and principal of such Bonds it being understood that the
Credit Instrument shall no longer be in effect at that time; 2rovided, that before being required to make
any such payment to the Local Agencies, the Trustee may, as a charge on such funds, give notice by mail
to all Owners of Bonds that such money remains unclaimed and that after a date named in such notice,
which date shall not be less than sixty (60) days after the date of giving such notice, the balance of such
money then unclaimed will be returned to the Local Agencies.
ARTICLE XI
MISCELLANEOUS
SECTION 11.01. Benefits of the Indenture Limited to Parties. Nothing contained herein,
expressed or implied, is intended to give to any person other than the Local Agencies, the Trustee. the
Authority, the Credit Provider, the Owners, the Reserve Trustee, the Reserve Credit Provider, and the
Owners of Reserve Bonds any claim, remedy or right under or pursuant hereto, and any agreement,
condition, covenant or term contained herein required to be observed or performed by or on behalf of
the Authority shall be for the sole and exclusive benefit of the Trustee, the Local Agencies, the Credit
Provider, the Owners and their successors.
SECTION 11.02. Successor Deemed included in All References to Predecessor.
Whenever the Authority or the Trustee or any officer thereof is named or referred to herein, such
reference shall be deemed to include the successor to the powers, duties and functions that are presently
vested in the Authority or the Trustee or such officer, and all agreements, conditions, covenants and
terms contained herein required to be observed or performed by or on behalf of the Authority or the
Trustee or any officer thereof shall bind and inure to the benefit of the respective successors thereof
whether so expressed or not.
SECTION 11.03. Execution of Documents by Owners. Any declaration, request or other
instrument which is permitted or required herein to be executed by Owners may be in one or more
instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed
in writing. The fact and date of the execution by any Owner or such Owner's attorney of any
LAi-"iw.1 31
declaration, request or other, instrument or of any writing appointing such attorney may be proved by the
certificate of any notary public or other officer authorized to take acknowledgments of deeds to be
recorded in the state or territory in which he purports to act that the person signing such declaration,
request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit V'
a witness of such execution duly sworn to before such notary public or other officer, or by such other
proof as the Trustee may accept which it may deem sufficient.
Any declaration, request or other instrument in writing of the Owner of any Bond shall
bind all future Owners of such Bond with respect to anything done or suffered to be done by the Local
Agencies or the Trustee in good faith and it,, accordance therewith.
SECTION 11.04. Waiver of Personal Liability: No Liability of Authority Members.
No trustee, member, officer or employee of the Local Agencies or the Authority shall be individually or
personally liable for the payment of the interest on or principal of the Bonds, but. nothing contained herein
shall relieve any trustee, member, officer or employee of the Local Agencies or the Authority from the
performance of any official duty provided by any applicable provisions of law or by the Notes or the
Note Resolution or the Indenture.
Notwithstanding anything to the contrary herein or in any other document, no entity that
is a member of the Authority, its officers, directors, employees, and agents, shall have any liability of
any kind hereunder or by reason of or in connection with any of the transactions contemplated hereby,
other than in its capacity (if any) as a Local Agency hereunder.
SECTION 11.05. Content of Certificates: Post -Issuance Leg Opinions. Every
certificate of the Authority or the Local Agencies with respect to compliance with any agreement,
condition, covenant or term contained herein shall include: (a) a statement that the person or persons
executing such certificate have read such agreement, condition, covenant or term and the definitions
herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements contained in such certificate are based; (c) a statement that, in the opinion of
the signers, they have made or caused to be made such examination or investigation as is necessary to
enable them to express an informed opinion as to whether or not such agreement, condition, covenant
or term has been complied with; and (d) a statement as to whether, in the opinion of the signers, such
agreement, condition, covenant or term has been complied with.
Any Certificate of the Authority or the Local Agencies may be based, insofar as it relates
to legal matters, upon an Opinion of Counsel unless the person or persons executing such certificate know
that the Opinion of Counsel with respect to the matters upon which his or their certificate may be based,
as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was
erroneous. Any Opinion of Counsel may be based, insofar as it relates to factual matters and information
with respect to which is in the possession of the Local Agencies or the Authority, upon a representation
by an officer or officers of the Local Agencies or the Authority unless the counsel executing such Opinion
of Counsel knows that the representation with respect to the matters upon which his opinion may be
based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same
was erroneous.
Should any of the post-issuanve legal opinions refe*red to in this Indenture, the Note
Resolutions or in any Local Agency certificate be delivered by bond counsel other than Orrick,
Herrington & Sutcliffe, or if the Bonds are prepaid or remain Outstanding in connection with a
transaction which is approved by counsel other than Orrick, Herrington & Sutcliffe, the Trustee, promptly
LA1-"5%.1 32
after such opinion is delivered, will mail, first-class, postage prepaid, (1) a copy of each said opinion to
each Owner at his address as it appears in the registration book kept by the Trustee or other registrar and
(2) a notice indicating that the opinion of Orrick, Herrington & Sutcliffe delivered in connection with the
delivery of the Bonds may no longer be relied upon. The Authority and the Local Agencies shall
cooperate with the Trustee it order to effectuate the provisions of this paragraph.
SECTION 11.06. Notice by Mail. Any notice required to be given hereunder by mail
to any Owners of Bonds shall be given by mailing a copy of such notice, first class postage prepaid, to
the Owners of such Bonds at their addresses appearing in the books required to be kept by the Trustee
pursuant to the provisions of Section 2.07 and to the Credit Provider not less than thirty (30) days nor
more than sixty (60) days following the action or prior to the event concerning which notice thereof is
required to be given; provid . that receipt of any such notice shall not be a condition precedent to the
effectiveness of such notice and failure to receive any such notice shall not affect the validity of the
proceedings taken in connection with the action or the event concerning which such notice was given.
SECTION 11.07. Funds. Any fund or account required to be established and maintained
herein by the Trustee may be established and maintained in the accounting records of the Trustee either
as an account or a fund, and may, for the purpose of such accounting records, any audits thereof and any
reports or statements with respect thereto, be treated either as an account or a fund; but all such records
with respect to all such funds shall at all times be maintained in accordance with trust accounting practice
and with due regard for the instructions, if any, delivered to the Trustee pursuant to Section 6.04(b) and
for the protection of the security of the Bonds and the rights of the Owners and of the Credit Provider.
SECTION 11.08. Article and Section Headings. Gender and References. The headings
or titles of the several articles and sections hereof and the table of contents appended hereto shall be
solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and
words of any gender shall be deemed and construed to include all genders. All reverences herein to
"Articles," "Sections" and other subdivisions or clauses are to the corresponding articles, sections,
subdivisions or clauses hereof, and the words "hereby," "herein," "hereof," "hereto," "herewith,"
"hereunder" and other words of similar import refer to the Indenture as a whole and not to any particular
article, section, subdivision or clause thereof.
SECTION 11.09. Partial Invalidity. I; any one or more of the agreements, conditions,
covenants or terms contained herein required to be observed or performed by or on the part of the
Authority or the Trustee shall be contrary to law, then such agreement or agreements, such condition or
conditions, such covenant or covenants or such term or terms shall be null and void and shall be deemed
separable from the remaining agreements, conditions, covenants and terms hereof and shall in no way
affect the validity hereof or of the Bonds, and the Owners and the Credit Provider shall retain all the
benefit, protection and security afforded to them hereunder and under all provisions of applicable law.
The Authority and the Trustee hereby declare that they would have executed and entered into the
Indenture and each and every other article, section, paragraph, subdivision, sentence, clause and phrase
hereof and would have authorized the execution and delivery of the bonds pursuant hereto irrespective
of the fact that any one or more of the articles, sections, paragraphs, subdivisions, sentences, clauses or
phrases hereof or the application thereof to any person or circumstance may be held to be
unconstitutional, unenforceable or invalid.
SECTION 11.10. California Law. The Indenture shall be construed and governed in
accordance with the laws of the State of California.
LAI -"5% 1 33
SECTION 11. 11. Notices. All written notices to be given hereunder shall be given by
mail to the party entitled thereto at its address set forth below, or at such other address as such party may
provide to the other parties in writing from time to time, namely:
If to the Trustee: U.S. Trust Company of California, N.A.
555 South Figueroa Street, Suite 2700
Los Angeles, California 90071
If to the Credit
Provider:
[If to the Reserve
Trustee:] U.S. Trust Company of California, N.A.
555 South Figueroa Street, Suite 2700
Los Angeles, California 90071
[If to the Reserve
Credit Provider:]
If to the
Authority: California Statewide Communities
Development Authority
1100 K Street, Suite 101
Sacramento, California 95814
If to the
Local Agencies: To the individual addresses as set forth in Exhibit A to
the Purchase Contract.
If to the Purchaser: Sutro & Co. Incorporated
555 S. Flower Street, Suite 3400
Los Angeles, CA 90071
Attn: Catherine W. Bando
SECTION 11.12. Effective Date. The Indenture shall become effective upon its
execution and delivery.
SECTION 11.13. Execution in Counterparts. The Indenture may be executed and
entered into in several counterparts, each of which shall be deemed an original, and all of which shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the Authority has caused this Indenture to be signed in its
name by its Chair, or by such other person as has been designated by its legislative body, and U.S. Trust
Company of California, N.A., as Trustee, to evidence its acceptance of the trust hereby created, has
LAI sa.1 34
caused the Indenture to be signed in the name of the Trustee by an authorized officer of the Trustee. all
.-� as of the day and year first above written.
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
By
Title: Chair
U.S. TRUST COMPANY OF CALIFORNIA. N.A.
as Trustee
By
Title:
35
Principal
Issuer Amount
SCHEDULEl
PARTICIPATING LOCAL, AGENCIES
Percentage of Total
Principal Amount of
Bonds Issued
Credit Credit Credit
Instrument Provider Agreement
I
• Issued in anticipation of complying with Section 148(f)(4)(B) of the Internal Revenue Code of 1986.
LAI -"5%.l
W-445%.1
SCHEDULE II
INITIAL DEPOSITS TO LOCAL AGENCIES'
PROCEEDS SUBACCOUNTS,
Local Agency Am un
s
[FORM OF BOND]
[FORM OF FRONT OF BOND)
UNITED STATES OF AMERICA
STATE OF CALIFORN'A
No. $
CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
1993 POOL BOND, SERIES
Interest Principal Date of
Rate Pament Date Initial Delivery CUSIP
% June 30, 1994 July _, 1993
REGISTERED OWNER:
PRINCIPAL SUM:
THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY
(the "Authority") promises to pay the registered owner set forth above of this Califomia Statewide
Communities Development Authority 1993 Pool Bond, Series _ (the "Bond"), on the Principal Payment
Date (the "Principal Payment Date") set forth above, upon surrender of this Bond on such Principal
Payment Date at U.S. Trust Company of California, N.A., a national banking association duly organized
and existing under and by virtue of the laws of the United States of America, at its principal corporate
trust office in Los Angeles, California, as trustee (together with any successor thereto in accordance with
the Indenture, the "Trustee"), the principal sum set forth above, and interest accruing from the date of
initial issuance of this Bond and becoming due and payable on such Principal Payment Date. Such
interest is determined by the multiplication of the aforesaid principal sum by the interest rate per annum
set forth above on the basis of a 360 -day year consisting of twelve 30 -day months. All such amounts are
payable in lawful money of the United States of America.
THE TERMS AND PROVISIONS OF THIS BOND ARE CONTINUED ON THE
REVERSE SIDE HEREOF AND SUCH CONTINUED TERMS AND PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HERE.
u»sw.1 A-1
IN WITNESS WHEREOF, this Bond has been dated the date of initial delivery hereof,
and has been executed and attested by the facsimile signatures of the Chair and Secretary of the
Authority:
Attest:
Secretary
By:
Chair
Authenticated by the manual signature of an authorized
officer of the Trustee on the following date:
U.S. TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee
By
Authorized Officer
u,,...3%.l A-2
[FOPM OF BACK OF BOND]
This Bond is one of the duly authorized bonds entitled "California Statewide Communities
Development Authority 1993 Pool Bonds, Series _" aggregating $ (the "Bonds') which have
been issued by the Authority under and pursuant to the terms of an Indenture (together with any
supplements or amendments, the "Indenture") dated as of July 1, 1993 by and between the Trustee and
the Authority. Copies of the Indenture are on file at said office of the Trustee, and reference is hereby
made to the Indenture for a description of the agreements, conditions. covenants and terms securing the
Bonds, for the nature, extent and manner of enforcement of such agreements, conditions, covenants and
terms, for the rights and remedies of the registered owners of the Bonds with respect thereto, for the
terms under which the Indenture can be amended, and for the other agreements, conditions, covenants
and terms upon which the Bonds are issued thereunder, to all of which the owner hereof assents and
agrees by acceptance hereof.
The Bonds are authorized to be issued in the form of fully registered Bonds in
denominations of five thousand dollars (S5,000) or any integral multiple thereof.
This Bond is transferable or exchangeable by the registered owner hereof, in person or
by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject
to the limitations and upon payment of the charges provided in the Indenture, and upon surrender of this
Bond for cancellation accompanied by delivery of a duly executed +ritten instrument of transfer or
exchange, a new Bond or Bonds of authorized denominations equal to the principal amount hereof will
be delivered by the Trustee to the registered owner hereof in exchange or transfer herefor.
The Trustee may treat dhe registered owner hereof as the absolute owner hereof for all
purposes, whether or not this Bond shall be overdue, and the Trustee shall not be affected by any
knowledge or notice to the contrary; and payment of the interest on and principal of this Bond shall be
made only to such registered owner as above provided, which payments shall be valid and effectual to
satisfy and discharge the liability evidenced and represented by this Bond to the extent of the sum or sums
so paid.
The Bonds are secured by a pledge and assignment of the tax and revenue anticipation
notes issued by certain California local agencies (as more particularly described in the Indenture) and
payments with respect thereto, to the extent provided in the Indenture, subject to the provisions of the
Indenture permitting the disbursement thereof for or to the purposes and on the conditions and terms set
forth therein.
The payment of principal of and interest on the Bonds is also secured [in part] by [the
Reserve Fund held by the Reserve Trustee under the Reserve Indenture (as those terms are defined in the
Indenture)] and [in whole] [in part] [(but together with the Reserve Fund less than in whole)] by
[a standby Letter of Credit issued by ...........................
in the amount of S , which Letter of Credit
expires on July _, 1994 unless terminated earlier in accordance with its terms].
The Bonds arc not a lien or charge upon any funds or property of the Authority (except
to the extent of the aforementioned pledge and assignment). The Bonds are not a debt of any Local
Agency (as defined in the Indenture) or any member of the Authority and no such Local Agency or
member is liable in any manner for the payment thereof.
u3.a5ar_t A-3
[Unless this Bond is presented by an authorized representative of 'Me Depository Trust
Company, a New York corporation ("DTC"), to Trustee or its agent for the registration of transfer,
exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other
name as is requested by an wnhorized representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE li :REOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the gistered owner hereof, Cede & Co., has an interest herein.]
LAI 445%.1 A-4
s
(FORM OF ASSIGNMENT)
For value received, the undersigned do(es) hereby sell, assign and transfer unto
whose tax identification number is the within Certificate
and do(es) hereby irrevocably constitute(s) and appoint(s) attorney to transfer such
Certificate on the register of the Trustee, with full power of substitution in the premises.
Dated:
SIGNATURE GUARANTEED BY:
Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face
of the within Certificate in every particular, without alteratier or enlargement or any change
whatsoever, and the signature(s) must be guaranteed by a member firm of the New York
Stock Exchange or a commercial bank or trust company.
ut-"S" t A-5
EXHIBIT B
(FORM REQUISITION FROM PROCEEDS ACCOUNT]
To: , as Trustee
From:
Re: 1993-1994CaliforniaStatewide Communities Development Authority 1993 Pool Bonds. Series
_ (the "Program")
Requisition No. _
The undersigned, on behalf of the Local Agency,- (the
"Local Agency"), hereby requests payment, from the Proceeds Subaccount of the Local Agency pursuant
to the Program, the amount of $ [by wire/check (circle one)] for purposes for which the Local
Agency is authorized to use and expend moneys. If the payment is by wire, please fill in the following
information:
Name of Bank:
ABA#:
Account No.
The undersigned hereby certifies as follows:
1. The amount requisitioned hereby from the Proceeds Subaccount of the Local
Agency does not, as of the date hereof, exceed eighty-five percent (85%) of (a) the uncollected 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 to be received
by the Local Agency attributable to Fiscal Year 1493-1994 and which are generally available for the
payment of current expenses and other obligations of the Local Agency (collectively, 'unrestricted
revenues") less (b) projected uncollectible unrestricted revenues of the Local Agency during such Fiscal
Year.
2. The amount requisitioned hereby is for a purpose for which the Local Agency is
authorized to use and expend funds from the general fund of the Local Agency.
3. Other funds of the Local Agency are not readily available for expenditure for such
purpose.
4. The information contained herein is true and correct as of the date of this
Requisition.
5. The representations of the Local Agency set forth in Section 12 of the Resolution
of the Local Agency, providing for the borrowing of funds for Fiscal Year 1993-1994 and the issuance
and sale of a 1993-1994 Tax and Revenue Anticipation Note therefor and authorizing participation in the
LAI -"5Q4.1 B-1
Program (the "Resolution') are true and correct in all material respects as though made on and as of this
date except to the extent that such representations relate to an earlier date.
6. As of the date hereof, no event has occurred and is continuing which constitutes .
in Event of Default under the Resolution or would constitute an Event of Default but for the requirement
that notice be given, or time elapm or both.
Dated: , 19
Authorized Local Agency
Representative
PURCHASE AGREENJ EN"r
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
(inclusive of Schedule 1, "Exhibit A"), entered into by and between each respective signatory local agency
designated in Exhibit A, a municipal corporation, public agency or political subdivision of the State of
California, as applicable (the "Local Agency"), severally and not jointly, 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 1993-1994 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 determined in the Pricing Confirmation (as hereinafter defined) either (i) marketed
individually or (ii) 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,
WHEREAS, the legislative body of the Lccal Agency (the "Local Agency Board") has
heretofore adopted its resolution finding that the Local Agency needs to borrow funds in its fiscal year
ending June 30, 1994 ("Fiscal Year 1993-1994") 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 1993-1994;
WHEREAS, on the applicable resolution date set forth in Exhibit A, the Local Agency
adopted (as specified in Exhibit A) a resolution (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 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 between the Authority and U.S. Trust Company of California,
N.A. (the "Trustee"), and sell each such Series to Sutro & Co. Incorporated as underwriter of the
Program (the "Underwriter"), or, alternatively, the Authority may sell any of the notes individually (the
"Separately Marketed Notes") to the Underwriter;
01"3, Orrick, Herrington & Sutcliffe. All rights reserved.
LAI -3082.1
WHEREAS, as indicated in Exhibit A, the Local Agency has confirmed whether its Note
is to be a Pooled Note or a Separately Marketed Note, and, if a Pooled Note, then the Local Agency by
adopting the Resolution and by executing this Purchase Agreement has acknowledged and approved the
assignment of its Note to a particular Pool, Indenture and Series of Bonds determined by the Authority
in its sole discretion, acting upon the advice of the Underwriter;
WHEREAS, as indicated in Exhibit A. the payment by the Local Agency of its Note will
be secured in whole or in part aointiy, but not severally, with notes of the other participating Issuers
assigned to the same Series of Bonds) by virtue or in form of such Series of Bonds being secured by a
letter of credit, policy of insurance, proceeds of a separate bond issue issued by the Authority for such
purpose (the "Reserve Fund") or other credit instrument (collectively, the "Credit Instrument") to be
issued by the entity or entities designated in Exhibit A as the credit provider (the "Credit Provider");
WHEREAS, such Credit Instrument will be issued pursuant to a reimbursement
agreement, commitment letter, indenture or other agreement (the "Credit Agreement") as identified in
Exhibit A;
WHEREAS, if, as indicated in Exhibit A. the Credit Instrument is the Reserve Fund,
bonds 'ssued to fund the Reserve Fund (the "Reserve Bonds") will (as indicated in Exhibit A) be secured
in whole by an irrevocable letter of credit or policy of insurance or other credit instrument (the "Reserve
Credit Instrument") to be issued by the entity designated in Exhibit A as the reserve credit provider (the
"Reserve Credit Provider");
WHEREAS, such Reserve Credit Instrument will be issued pursuant to a reimbursement
agreement, commitment letter, indenture or other agreement (the "Reserve 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, or in the case of a Separately Marketed
Note, U.S. Trust Company of California, N.A., as paying agent (the "Paying Agent'), and, if applicable,
the Credit Provider and the Reserve Credit Provider (if any) and the costs of issuing the Bonds, or
individual note, as applicable, and the costs, if applicable of issuing the Credit Instrument and the Reserve
Credit Instrument (if any), which anticipated fees, expenses and costs of issuance will be deducted from
the purchase price set forth in Exhibit A (or, with respect to costs and fees of the Reserve Credit
Provider, will be paid or disbursed as may otherwise be provided in the Reserve Indenture) and which
unanticipated fees, expenses and costs of issuance will be billed to the Local Agency as the same 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 ;
and
WIIE C AS, pursuant to the Program, the Authority is submitting this offer to purchase
the Note pursuant to this Purchase Agreement;
NOW, THEREFORE, 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 hereby agrees to purchase
u1-9-Mg.1 2
from the Local Agency, and the Local Agency hereby agrees to 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 a pricing confirmation supplement to be delivered by the Underwriter on behalf of the
Authority to the Local Agency on a date within 10 days after actual pricing of the Note which, upon
execution by the Local Agency, shall be attached hereto as Schedule i (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 officer
executing this Purchase Agreement on behalf of the Local Agency.
Section 3. Delivery of and Payment for the Note. The delivery of the Note (the
"Closing") shall take place at 9:00 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 offices of Orrick, Herrington & Sutcliffe or such other
place as the Local Agency, the Authority and the Underwriter shall mutually agree upon. 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
Confirmation as the Deposit to Proceeds Subaccount (i) in the case where the Note is a Pooled Note, in
the Proceeds Subaccount of the Local Agency held by the Trustee under the Indenture and the remainder
in the Costs of issuance Fund held thereunder, and (ii) in the case where the Note is a Separately
Marketed Note, in the Proceeds Account of the Local Agency held by the Paying Agent and the
remainder in the Costs of issuance Account held by the Paying Agent. The Local Agency's Note shall
be made available to the Authority or the Underwriter for inspection and, if the Note is a Separately
Marketed Note, packaging, at least 24 hours prior to Closing.
In the case of a Separately Marketed Note, the Local Agency agrees to cause to be
delivered to the Underwriter as many copies of the final official statement dated as of the Purchase Date
(the "Note Official Statement") as the Authority or the Underwriter shall reasonably request as necessary
to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (the "Rule") and with Rule G-32 and all other rules of the Municipal
Securities Rulemaking Board. The Local Agency agrees to cause to be delivered the Note Official
Statement within seven business days after the Purchase Date. 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 Note 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 Note Official Statement, the Local Agency will
cooperate with the Authority and the Underwriter in the preparation of an amendment or supplement to
the Note Official Statement in a form and in a manner approved by the Authority and the Underwriter,
and all reasonable expenses thereby incurred will be paid for by the Local Agency. The Underwriter
shall give notice to the Local Agency on the date after w.'ich the Underwriter has no obligation to deliver
the Note Official Statement pursuant to paragraph (b)(4) of the Rule and the Underwriter covenants to
comply fully with subparagraph (b)(4)(ii) of the Rule and to file the Note Official Statement with a
nationally recognized securities information repository within one business day after the Note Official
Statement first becomes available.
LAI�")SN
In the case of a Pooled Note, 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 "Bond
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 Bond Official Statement the Local Agency will cooperate with the
Authority and the Underwriter in the preparation of an amendment or supplement to the Bond Official
Statement in a form and in a manner approved by the Authority and the Underwriter, and all reasonable
expenses incurred thereby will be paid by the Underwriter.
The Note Official Statement and Bond Official Statement are herein referred to generically
as the Official Statement.
Section 4. The Note. The Note shall be issued in registered form, without coupons in
the full principal amount set forth in Exhibit A.
Secdon S. Representations and Warranties or the Local Arencv. 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.
J
(b) 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.
are as fellows:
Section 6. Conditions Precedent to the Closing. Conditions precedent to the Closing
(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), dated the date of Closing, of Orrick, Herrington & Sutcliffe ("Bond
Counsel") with respect to the validity and tax-exempt status of the Note if it is a Separately Marketed
Note and with respect to the validity of the Note if it is a Pooled Note in form and substance acceptable
to the Local Agency and its counsel.
(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) In the case of a Pooled Note, approval by the Credit Provider, and if applicable,
the Reserve 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 such Series of
Bonds.
LAI 'a 8.1
(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 Separately Marketed Note or the Series of Bonds to which the Pooled Note is
assigned, as the case may be.
(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 and, if applicable, the Reserve Credit Agreement as well as compliance of all parties
with the terms and conditions thereof.
Section 7. Events PerrttittinE 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 Underwriter, casts sufficient doubt on the
legality of or, in the case of a Separately Marketed Note, the tax-exempt status of interest on obligations
such as the Note, and, in the case of Pooled Notes, the tax-exempt status of interest on obligations such
as the Bonds, so as to materially impair the marketability or to materially reduce 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; or
(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 Underwriter,
substantially impairs the ability of the Underwriter to market the Bonds.
(d) The Underwriter terminates its obligation to purchase the Separately Marketed
Note or the Series of Bonds to which the Note is assigned, as the case may be, pursuant to its agreement
with the Authority for the purchase of such Separately Marketed Notes or Series of Bonds, as the case
may be.
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 or, in the case of a Separately Marketed Note,
from the Costs of Issuance Fund held by the Paying Agent. The Local Agency shall pay any additional
costs attributable to it as set forth in the Resolution other than the fees, costs and expenses so payable
from the applicable Costs of Issuance Fund.
Section 8. Limited Liability. Notwithstanding anything to the contrary contained herein
or in the Notes or in any other document mentioned herein or related to the Notes or to any Series of
Bonds to which the Note may be assigned, the Local Agency shall not have any liability hereunder or by
LAI -14083 1
reason hereof or in connection herewith or with the transactions contemplated hereby except to the extent
payable from moneys available therefor as set forth in Section 8 of the Resolution of the Local Agency.
Section 9. Credit greement. The Local Agency hereby agrees to 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 and, if applicable, the
Reserve Credit Agreement.
tion I . Notices. Any notices to be given to the Authority or Underwriter under the
Purchase Agreement shall be given in writing to Sutro & Co. Incorporated, 555 So. Flower Street,
Suite 3400, Los Angeles, CA 90071, Ann: Catherine W. Bando. Any notices to be given to the Local
Agency shall be given in writing to the address specified in Exhibit A.
Section 11. No Assignment. The Purchase Agreement has been made by the Local
Agency and the Authority, and no person other than the Local Agency named in Exhibit A 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 12. Applicable Law. The Purchase Agreement shall be interpreted, governed
and enforced in accordance with the laws of the State of California.
Section 13. Effectiveness. The Purchase Agreement shall become effective upon the
--, execution hereof 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 IA. 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 1 . Execution in CountcMarts. The 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; provided, h2wever, that each signatory Local Agency shall
be bound severally and only by and to the extent of the terms of Exhibit A applicable to such Local
Agency, as incorporated herein.
CALIFORNIA S"t ATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY
By
Title: Executive Director
Accepted:
By
Authorized Officer
LAI-44MA
EXHIBIT A
Each following page shall be used by the Local Agency to execute and enter into the Purchase Agreement
between the Local Agency (severally and not jointly with other local agencies) and the California
Statewide Communities Development Authority, and shall bind the Local Agency to all of the terms and
conditions of this Purchase Agreement, subject to the additional terms of this Exhibit A. including
Schedule 1.
ul S40 8.1
A -I
Local Agency: [A]
Address:
Executed and entered into on the Purchase Date set forth in Schedule I attached hereto and
incorporated herein.
113]
sy
Title:
ui-uat. 1 A-2
SCHEDULE 1
PRICING CONFIRMATION SUPPLEMENT
Local Agency: [A]
Address:
Principal Amount of Note: $
Interest Rate (Note Rate):
Maturity Date:
Purchase Price
(including costs
of issuance): S
Deposit to Proceeds
Subaccount/Proceeds
Account, as applicable
(net costs of issuance): S
Resolution Date
of Local Agency:
Note marketed individually
or pooled with notes of
other Issuers:
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: dated [as of]
If Credit Instrument is Reserve Fund:
Type of Reserve Credit Instrument:
Reserve Credit Provider:
_, 1993
Reserve Credit Agreement: dated [as ot] � _, 1993
Purchase Date:
Closing Date:
Default Rate:
Repayment Months and Percentages
of Principal and Interest
Payable: (_�) and L%)
The undersigned Local Agency officer (the "Authorized Officer') hereby certifies that he/she has
reviewed the Purchase Agreement dated the Purchase Date set forth on the first page of this Pricing Confirmation
Supplement (the "Purchase Agreement'), by and between the Local Agency and the California Statewide
Communities Development Authority, attached hereto and that:
1. The undersigned has been duly authorized by the Legislative Body to execute this Pricing
Confirmation Supplement and r,-ke the other actions contemplated herein,.
t,u-aoee.1
r J'
2.. Sale of the Local Agency's Note as contemplated in the Purchase Agreement, on the terms
and conditions set forth in this Pricing Confirmation Supplement, is hereby approved.
3. The representatioas, warranties and covenants set forth in Section 5 of the Purchase
Agreement and Section 12 of the Local Agency's Resolution authorizing the Note are true and correct on and as
of the date hereof.
4. (a) As of the date hereof, the aggregate amount of all tax-exempt obligations (inc!uding
any tax-exempt leases. but excluding private activity bonds), issued and to be issued by the Local Agency (and
all subordinate entities of the Local Agency) during calendar year 1993, including the Note, is not reasonably
expected to exceed 55,000,000, or (b) 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(4)(B) of the Internal Revenue
Code of 1986.
5. I have reviewed the Preliminary Official Statement accompanying this Pricing
Confirmation Supplement and, on behalf of the Local Agency, the information contained therein relating to the
Local Agency does not contain any untrue statement of a material fact or omit to sta.e any material fact necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading.
6. The Trustee or Paying Agent. as applicable, is hereby authorized to fill in any blank
spaces contained in the Local Agency's Note. in conformity with Section 9 of the Resolution and this Pricing
Confirmation Supplement.
7. 1 have read the Credit Agreement, if applicable, and the Reserve Credit Agreement, if
applicable, accompanying this Pricing Confirmation Supplement and approve all terms thereof and any changes
made to the forms approved pursuant to Section 5 of the Resolution. The Local Agency acknowledges that the
Authority is authorized to execute the Credit Agreement and, if applicable, the Reserve Credit Agreement.
8. 1 have read the Indenture, if applicable, accompanying this Pricing Confirmation
Supplement and approve all terms thereof and any changes made to the form approved pursuant to Section 5 of
the Resolution. 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.
If the Credit Agreement is the Reserve Indenture, the Local Agency ackrowledges that the Authority is further
authorized to issue the series of Reserve Bonds pursuant to the Reserve Indenture.
9. The following officers of the Local Agency hold their respective offices as of this date
and will hold their respective offices as of July _, 1993:
(List signatories to Resolution's Secretary's
Certificate, Note (if applicable), Purchase
Agreement, and Local Agency Closing Certificate]
vi -I&, -RA 1-2
f
(If any of the foregoing individuals no longer holds his/her respective office, please cross out the
name of such person and print above it the name of the person succeeding to that office.)
Agreed and accepted to on the Purchase Date set forth above.
1131
By
Title:
ui-W93.1 1-3
CITY OF LODI
TRAN 1993-94 Earnings (estimated)
Interest Earnings (4% on principal of $4 million)
Expense
Interest (2%)
Cost of Issuance
Total Expense
City Revenue.
(80,x)
(14,600)
(94,x)
$65,400
CITY OF LODI
General Fund — Cash Flow
Beginning Excess Ending
Balance Revenues Expenditures (Deficiency) Balance
RECEIPTS
July
43,532
1,759,399
(2,254,936)
(495,537)
(452,005)
August
(452.005)
2,161,197
(2,218,542)
(57,345)
(509.350)
September
(509,350)
1.744,581
(2,109,120)
(364,539)
(873,889)
October
(873,889)
2,135,158
(2,213,274)
(78,116)
(952,005)
November
(952,005)
1,796.658
(2,708,006)
(911,348)
(1,863.353)
December
(1,863,353)
3,671,431
(2,161,197)
1,510,234
(353.119)
January
(353,119)
2,131,902
(2,001,710)
130,192
(222.927)
February
(222.927)
1,744,581
(2,051,775)
(307,194)
(530.121)
March
(530,121)
1,510,234
(2,187,235)
(677.001)
(1,207.122)
April
(1,207,122)
1,614,388
(1,718,542)
(104,154)
(1,311,276)
May
(1,311,276)
2.704,749
(2,288,133)
416,616
(894.660)
June
(894,660)
3,064,237
(2,126,045)
938,192
43.532
12 Month
Totals 43,532 26,038,515 (26,038,515) 0 43,532
City of Lodi % ,4,,...3
Revenue Projections — General Fund
May 9, IM
1991-92 1992-93 1993-94
Revised
Actual Projections Estimate Variance
Ta: Revenues
14,943,460
15,190,785
15,542,000
351,215
Licenses and Permits
325,557
195,160
195,200
40
Fines and Forfeitures
193,479
138,980
13S,400
(3,580)
investment/Property Revenues
631,599
341,930
273,600
(68,330)
Revenue from Others
2,184,772
2,161,468
2,053,700
(107,768)
Service Charges/Government Funds
Community Development Fees
129,995
74,785
74,80D
15
Public Works Engineering Fees
69,645
126,670
166,900
40,230
Public Safety Fees
5,458
5,815
51800
(15)
Park and Recreation Fec.,,
576,802
479,225
493,300
1s,07S
Utility Billing Fees
3,429,134
4,208,599
5,664,000
1,455,401
Administrative Fees
73,444
66,400
64,000
(2,400)
Total Serviec Charges — Governmental
4,284,478
4,961,494
6,468,800
1.507,306
Other Revenues
1,098,766
970,520
55,000
(915,520)
FUND TRANSFERS 1,700,000 1,800,000 1,314,800 (485,200)
REVENUE TOTAL 25,362,111 25,760,337 26,038,,500 278,163
City of Lodi _ .4:1&.0
Revenue Projections - General Fund
TAX REVENUES
Property Tax
Sales & Use Tax
Transit Lodging Tax
Franchise Tax
In -Lieu Franchise Tax
Business Tax
Real Property Transfer Tax
Total Tax Revenue
LICENSES AND PERMITS
Animal Licenses
Bicycle Licenses
Alarm Permits
Building Permits
Electric Permits
Mechanical Permits (Gas)
Plumbing Permits
Parking Petmits
Total Licenses and Permits
FINES AND FORFEITURES
Vehicle Code Fines
Court fines
False Alarm
Parking Fines
Total Fines and Forfeitures
INVESTMENT/PROPERTY REVENUES
M&y9, 1993
1991-92 1992-93 1993-94
Revised
Actual Projections Estimate Variance
4,952,505
4,960,750
5,155,200
194,450
4,909,339
5,044,000
5,180,000
136,000
200,317
235,575
240,200
4,625
5_10,765
520,270
535,600
15,330
4,177,000
4,281,000
4,281,000
0
94,692
91,000
94,000
0
78,842
55,190
56,000
810
14,943,460
15,190 785
15,542,000
351,215
8,067
8,500
8,500
0
6,880
2,500
2,500
0
925
2,100
2,100
0
209,756
113,320
113,400
80
40,058
19,835
19,800
(35)
17,540
8,585
8,600
15
18,239
9,090
9,100
10
24,082
31,230
31,200
(30)
325,557
195,160
195,2W
40
108,757
70,435
70,500
65
47,544
2,810
2,900
90
1,955
0
85,000
0
35,223
65,735
62,000
(3,735}
93,479`
138,980
135,400
(3,580)
Investment Earnings
537,768
248,5W
187,800
(60,700)
Sale of City Property
8,696
28,205
20,000
(8,205)
Rent of City Property
85,135
65,225
65,800
575
Total fawstment and Property Revenues
631,599
341,930
273,600
(68,330)
REVENUE FROM OTHERS
Motor Vehicle In -Lieu Tax
1,799,174
1,820,437
1,785,600
(34,837)
State Cigarette Tax
43,027
0
Other Grants & Subventions
57,520
54,770
48.000
(6,770)
Police Training (POST)
71,582
65,700
66,000
300
Craenet & Drug Suppression Grants
140,320
96,440
50,000
(46,440)
Sobriety Grant
2,745
1,889
(1,889)
Truancy Reimbursement
8,390
19,245
(19,245)
State Hiway Maintenance
5,101
5,015
5,100
85
Trafie Safety Grant
0
1,776
(1,776)
Parks and Recreation Grants/Altotncnts
17,409
14,798
14,000
(798)
State Mandates SB 90 _
_ 39,504 i�
81,398
85,000
3,602
Total from Othcr Agcacics and Grants
2,184,772
2,161,368
2,053,700
(107,768)
City of Lodi ••+•••••�
Revenue Projections - General Fund
OTHER REVENUES
PERS Refund
Damage to Property
Donations
Revenues NOC
Total Other Revenues
FUND TRANSFERS
REVENUE TOTAL
1,027,771
887,700
(887,700)
28,815
May 9, 1993_
(10,700)
1991-92
1992-93
1993-94
41,130
70,300 _
Revised
1,098,766
970,520
55,000 (915,520)
Actual
Projections
Estimate
Variance
SERVICE CHARGES/GOVT FUNDS
Community Development Fees
Plan Check Fees
121,117
70,515
70,500
(15)
Planning Fees
8,878
4,270
4,300
30
Public Works Engineering Fees
Engineering Fees
65.130
119,800
78,000
(41,800)
Special Inspections
4,515
3,000
3,000
0
Plans & Specs
0
3,870
3,900
30
Engineering Inspections
0
0
82,000
82,000
Public Safety Fees
Police Department Services - Other
2.392
2,400
2,400
0
Annimal Shelter Fees
3,076
3,415
3,400
(15)
Park and Recreation Fees
Adult Sports
83,222
89,515
84,000
(5,515)
Playground/Recreat ion Sports
10,678
14,485
14,500
15
Swimming - HSS
31,478
34,840
35,000
160
Rents - HSS
40,525
53,790
53,800
10
Aquatics
52AW
58,375
58,000
(375)
Concessions
20,442
18,700
19,000
300
Other Recreation
197,610
81,470
82,000
530
Camp Hutchins
100,217
70,800
65,000
(5,800)
Other Park Fees
0
2,000
2,000
0
Park Maintenance - LUSD
40,630
55250
80,000
23,750
Utility Billing Fees
Late Payment - Utility Billing
0
124,440
216,000
91,560
Utility Connections
9,339
21,560
21,600
40
Refuse Collections
3,419,795
4,062,599
5,426,400
1,363,801
Administrative Fees
Photocopy Charges
9,701
10,510
10,500
(10)
Returned Check Charge
5,641
6,775
6,500
(275)
Other Service Charges
58,102
49,115
47,000
Total Service Charges - Governmental
4,284,478
4,961,494
6,465,800
1,507,306
OTHER REVENUES
PERS Refund
Damage to Property
Donations
Revenues NOC
Total Other Revenues
FUND TRANSFERS
REVENUE TOTAL
1,027,771
887,700
(887,700)
28,815
10,700
(10,700)
1,050
1,820
(1,820)
41,130
70,300 _
55,000 515,E
1,098,766
970,520
55,000 (915,520)
1,700,000 1,800,000
25,362,111 25,760,337
1,314,800 (485,200)
26,038,500 278,163