HomeMy WebLinkAbout93-059Resolution No. 93-59
LOCAL AGENCY RFSOLUTION~
NA~tiLE OF LOC 4L AGEYC CY: COLTN'I'Y OF BL'rTE
11r1A.~LMUM Aa1~tOUN'r OF BORROWING:. $15 , 000 , 000
RESOLUTION AUTSORIZxNG THE BORROWING OF FTJNDS FOR
FLSCAL YE<~R L993-1994 AND TSE ISS'Y7ANCE AND SALE OF A
1993-1994 TAB AND REVENUE ANTICIPAITON NOTE TSEREF'OR
A~YD PARTICIPATION IN THE CALIFORNIA
CASH FLOW ~'IYi ANCITYG PitOGRA,II~i
WHEREAS, local agencies are authorized by Section 53850 to 53858, both inclusive,
of the Government Cade of the State of California (the "Act"} (beiaa Article 7.6, Chapter 4, Part 1,
Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes;
WHERE.~.S, the legislative body {the "Legidative Hody"} of the [oca.E agency specified
above {the "Local Agency") )aas determined that a sum (tfte "Principal Amount"), sat to exceed the
Maximum Amount of Barmwing designated above, which Principal Amount is to be canfirnaed and set
in the Pricing Confirmation (as detfned is Section 4 hereon, is needed for the requirements of the Local
Agency, a political subdivision of the State of California, to satisfy obligations of the Local Agency, and
that it is necessary thaz said Principal Amount be borrowed for such purpose az this time by the issuance
of a note therefor in anticipatiaa of the rerxipt of taxes, income, revenue, cash receipts and ~,er moneys
to be received by the Lacsi Agency far the general fund of the Local Agency attributable to its fzscsl year
ending Tune 30, 1994 (°Fiscal Year 1993-1994"};
WSERE~~S, the Local Agency hereby determines to borrow, for the purposes Set forth
above, the Principal Amount by the issuance of the Note {as hereinarter denned);
VV~tEAS, it appears,. and this Legislative Body heresy toads and determines, that the
Priacitral Amount, when added to the interest payable thereon, does not exceed eighty-five percent (85 a)
of the estimated amount of the uncollected taxes, income, revenue (including, but not limited tD. revenue
from the state and federal 8overaments), cash receipts and ocher moneys or the Local Agency attrioutable
to Fiscal Year 1993-1994 and available for the payment of the. principal of the vase and the interest
thereon;
~, no money has heretofore been borrowed by or on behalf of the Local
Ageuey througi7 the issuance of tax anticipation notes or temporary Hazes in anticipation of the receipt
of, or payable from or secured by, taxes, incarne, revenue, cash receipts ar other moneys for Fiscal Year
1993-1994;
Cooprs~t. 1993. Orric4c. Herrington 3c ~urriiffe. .ill riKt~rs reserved.
`... F =3 403. i
WHEREAS, pursuant to Section 53$56 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 Program requires the participating Issuers to sell their tax and revenue
~- - anticipation Hates 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 farm 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 Co 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 Nate 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 sepazate 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") {colIectively, the "Credit Agreement") between (i) in the case of an irrevocable
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letter {or letters} of credit ar 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 Ietter 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 farm 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 ail 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
Authority to purchase, in the case of each Pool of Notes, the Series of Bonds which will he secured by
the Indenture to which such Poal 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 .Tune 1, 1988 (the "Amended
Agreement"}, pursuant to which the Authority is in existence and operates;
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WHEREAS, there is now before this Legislative Body a form of the Amended
Agreement; and -
WHEREAS, this Legislative Bady, fvll,owing 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 correct and this Legislative Body
sa 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 tv 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 53$SO et sec . 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 farm of one fully registered note at the Principal Amount thereof and in the case of a Separately
'=Marketed Note in the foFm 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 {IO%) per
annum as determined in the Pricing Confirmation and indicated on the face of the Nate {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 whale or in part
.and all principal of and interest an the Note is not paid in full at maturity or payment of principal of and
interest on the Nate is paid (in whole or in part) by a draw under, payment by ar claim upon a Credit
Instrument which draw, payment or claim is not fully reimbursed an such date, it shall become a
Defaulted Nate (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
Bands 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 Nate 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 Nate or unpaid Note shall not be a debt or liability of the Local Agency prohibited by
Article XVI, Section I8 of the California Constitution and the Local Agency shall not be liable thereon
except to the extent of any available revenues amibutable to Fiscal Year 1993-1994, as provided in
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Section S hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured
Percentage"} shall be (i) equal to ~1Q0%, if the size of the Credit Instrument is greater than or equal to
the aggregate amount of principal of and interest on alI unpaid notes (ar 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 1()0%, if the size of the Reserve Credit Instrument
is greater than or equal to khe 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 an 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 Nate 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 Nate is a Pooled Note and the Credit Instrument is the Reserve Fund which is backed
_by a Reserve Credit Instrument, the issuance of the Nate 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 Nate 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 ar approve the issuance of a Pooled Note, as applicable.
Whether issued as a Pooled Note or a Separately Marketed Note, the Nate shall be issued
in conjunction with the Hate ar notes of one or more other Issuers as part of the Program and within the
meaning of Section 53853 of the Act.
Section 3. Farm 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 NoteLDeiegation. Any one of the Treasurer or Assistant 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 an the Nate 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 costs of issuance shall not
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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 (an 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
ar telecopy shall be deemed effective execution and delivery for ail purposes.
- Section 5. P3rogram Approval. The Nate shall be a Separately Marketed Note or a
`pooled Nate, as set forth in the Pricing Confirmation. l:n 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 Fricing 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 yr more Reserve Credit Agreements,
if applicable, which shall be identified in the Fricing Confirmation, in substantially one ar 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. ]n 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 Nate
is a Pooled Note ar in such other offering document prepared in the case of a Separately Marketed Note.
Upon inclusion of the information relating tv the Local Agency therein, the Preliminary Official Statement
and Official Statement or such other offering document is, except far 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
Pricin~Conf~rmation, any event occurs as a result of which the information contained in the Preliminary
Official Statement or other offering document relating tv the Local Agency might include an untrue
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statement of a material fact or omit to state any material fact necessary tv 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 tv 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 Nate 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 vn 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 yr the Series of Bonds issued in connection with the Note, has been reimbursed
for any drawuags, 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 ful!
principal amount represented by the unsecured portion of the Nate 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 $ hereof, the Local Agency hereby agrees that if the Note shall become
a Defaulted Reserve Nate, 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 Frovider
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 yr cause to be paid, in addition to the amounts payable
under the Nvte, 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 tv 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 Fredefault 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 Nate 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
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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 Obligation. The Note will be issued th conjunction with a note or
notes of one or more other Issuers, either as a Separately Marketed Nate ar 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 Nate 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 '~. Dispostion_ 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 th connection with the Note
allocable to the Local Agency's share of the casts 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 Bands and the corresponding Reserve Bonds, if any) shall be deposited in the Casts of
Issuance Fund held and invested by the Trustee under the Indenture and expended as directed by the
Underwriter an casts 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 far the
Local Agency and said moneys may be used and expended by the Local Agency for any purpose for
which it is authorized w use and expend moneys, upon requisition from the Proceeds Subaccount as
specified in the Indenture.
(B} Proyisions applicable if the -Note is a Separately Marketed, Note. If the Note is
a Separately Mazketed 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 Casts 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 S. Source of Pa,~.
{A) Provisions A licable if the Note is a Pooled Note.
(I) 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 aze attributable to Fiscal Year 1993-1.994 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
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moneys of the Local Agency lawfully available therefor {all as provided for in Sections 53856 and 53$57
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 tv effect
the pledge referenced- in the preceding two sentences, the Local Agency hereby agrees and covenants to
establish and maintains a special account within the Local Agency's general fund to be designated the
" 1993 Tax and Revenue Anticipation Note Payment Account" (the "Fayment 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 iin 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 ether purposes,
the amounts required to be transferred to and deposited in the Payment Account shall nevertheless be
subject to the Iien and charge created herein. The number of Repayment Months determined in floe
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 requi"red to
be on deposit in the Payment Account in each Repayment Month, alI 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 requiured 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 ether
moneys of the Local Agency lawfully available far 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 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 far the payment of the principal of the Note
at maturity with interest to maturity (in accordance with the requirements far 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 PredefauIt Obligations and Reimbursement Obligations awing
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
~t~9oa.~
9
Trustee for deposit into the Bond Payment Fund, to the extent necessary, to pay the principal of and
interest an 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 insufOcient to pay the principal
of and interest on the Note in full an the Maturity Date, moneys in the Payment Account shall be applied
in the fallowing 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 far 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 shaze of Predefauit Obligations awing 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 pravisian far 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 foil 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, ar 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 ar reports to evidence the transfer to and deposit in the Payment Account
required by this Section S 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 maneys 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 Nate, the Local
Agency hereby pledges certain unrestricted revenues (as hereinafter provided) which aze 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 Confu~rnation as Repayment Months (each individual month a "Repayment
Month" and collectively "Repayment Months"}~ (and any amounts received thereafter attributable to Fiscal
~ruas9acs.~
is
Year 1993-1994} until the amount on deposit in the Payment Fund is equal in the respective Repayment
Months identified th the Pricing Confirmation to the percentages of the principal and interest due on the
Note at maturity specified in the Pricing Confirmation. In malting 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 an 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 lawfully available for the payment
r 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 iin 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 Nate. Any moneys remaining in ar accruing to the Payment Fund after the
principal of the Nate 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/ar other permitted investments designated in the Pricing Confirmation. The
type of investment or inveshnents 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 Chair of the Board of Supervisors or
County Administrative Officer of the Local Agency or any other officer designated by the Legislative
L.A1-0390.3. F
~~
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 officers of the Local Agency, are hereby
authorized to cause the blank spaces of the Nate to be.filled in as may be appropriate pursuant to the
Pricing Confirmation. If the Note is a Fooled 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 Sepazately 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 far 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 ar Paying Agent, as
applicable. The Note need not bear the seal of the Local Agency, if any.
Section 10. No#e Regis#ra#ion and Transfer.
(A) Provisions Applicable if the Note is a Fooled Note. (i} As long as the Note
remains outstanding, the Lacai 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 governiiiental 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 alI 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 ar upon the order of the registered owner thereof. All such payments shall be valid and
effectual to satisfy and dischazge 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 Nate for cancellation,
accompanied by delivery of a written instrument of transfer, duly executed in form approved by the
Trustee.
~.ni•.~9ao.i
~.2
(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 ar Reserve Bonds of authorized denominations pursuant to the
terms of the Reserve Indenture.
(B) Provisions Annlicable if the Note is a Separatel~r Marketed_Note. (1} As Iong 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 {$5,004) 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 Nate 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 ar 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 azzy transfer pursuant to clause {a) or clause (b) of subsection (I}
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 Faying 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 yr cause to be prepazed, shall be executed and delivered in such denominations and registered
i.,ai,as9aa.s
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 liznitatians of Section 2 hereof.
{3} Subject to Section 6 hereof, tla~ 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 ar 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.
Provisions_Applicable_io 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 far 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, an such books, the Note as hereinbefore
provided.
{2) If any Note shall become mutilated, ar the. Local Agency, at the expense of the
registered owner of such Note, shall execute, and the Trustee or Paying Agent, as applicable, shaiI
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 last, 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 ar 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 Nota 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 pazagraph 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 Iost, 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
I4
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. Representations and Covenants.
(A) The Local Agency is a political subdivision of the State of California 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
requited 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 Iegal 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, adnunistrative 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 (ar 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 Lacai 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
15
since the date of such audited financial statements that will in the reasonable opinion of the Local Agency
materially impaiur 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
regazding the operations, financial candition 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 boazd, body or official, pending or, to the best
knowledge of the Local Agency, threatened against or affecting the Local Agency questioning the validity
of any proceeding taken or to be taken by the Local Agency in connection with the Note, the Purchase
Agreement, the Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this
Resolution, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the Local
Agency of any of the foregoing, or wherein an unfavorable decision, ruling or finding would have a
. materially adverse effect on the Local Agency's financial condition or results of operations or on the
ability of the Local Agency to conduct its activities as presently conducted or as proposed or contemplated
to be conducted, or would materially adversely affect the validity or enforceability of, or the authority
or ability of the Local Agency to perform its obligations under, the Note, the Purchase Agreement, the
Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this Resolution.
• (7} 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 Bands issued in connection with the
Notes are Outstanding, or any PredefauIt Obligation or Reimbursement Obligation is outstanding, the
Local Agency wzll not create or suffer to be created any pledge of or lien on the Note other than the
pledge and lien of the Indenture.
~.ni-~9os. i
16
(O) 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 198b
(the "Code"). Without limiting the generality of the foregoing, the Local Agency will not make any use
of the proceeds of the Nate 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 l49(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 $5,040,000; 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 ar remedy under this Resolution on the basis of the Local Agency's
failure to observe, ar refusal to comply with, such covenants.
{D} The covenants contained in this Section 12 shall survive the payment of the Note.
Section 13. Events of Default and Remedies.
If any of the following events occurs, 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 Fayment 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 ar
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 {ar 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, representation or other statement by or on behalf of the Local
Agency contained in this Resolution or the Purchase Agreement (including the Pricing
LA1~3903.1
~7
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, reargani,zation,
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 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, ar 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:
(l) Without declaring the Note to be immediately due and payable, require the Local
Agency in the case the Note is a Pooled Nate, 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 appeaz 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 subragated to rights
under the Local Agency's Note, as lung 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 Iong 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 Band 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.
~~~~.~
~a
If the Credit Provider is not reiunbursed on the Maturity Date for the drawing, payment
ar 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 5.03 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 an 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 S 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 Defaulter) Note shall become a Defaulted Reserve Note and the unpaid
portion (including the interest component, if applicable) thereof {ar 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 $ 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 ira the manner set forth herein.
The Local Agency hereby covenants to deposit funds in such account or fund, as applicable, at the time
and th 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 Nate shall be in accordance with the terms of
the Nate 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 Chair of the Board of Supervisors or County Administrative
Officer ar 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. A~nrovat 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 yr 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 da any
and all things and take any and all actions and execute any and all certificates, agreements and other
r.n»9aa.i
19
documents which they, or any of them, may deem necessary or advisable in order to consummate the
lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by,
this Resolution. The 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 securers 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 Nate 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. Limited Liabili Notwithstanding anything to the contrary contained
herein ar in the Nate or in any other document mentioned herein or related to the Note or to any Series
of Bonds tv 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 faith in Section S hereof.
Section 20. Amendments. At any time or from time to time, the Local Agency may
adopt one or more Supplemental Resolutions with the written consents of the Authority, the Credit
Provider, if any, and the Reserve Credit Provider, if any, but without the necessity far consent of the
owners of the Nate or of the Bonds issued in connection with the Notes far 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 ion 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 ar
inconsistent provision in this Resolution; or
(E} to amend ar 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 ResaIutian, with the written consent of the owners of at least a majority in
ia~-aavaa.z
20
princigal amount of the Nate or of she Bonds issued in connection with the Notes outstanding at the time
such consent is given; provided, however, that if such modification or amendment. will, by its terms, not
take effect so long as the Note or any Bonds issued in connection with the Notes remain outstanding, the
consent of she 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 anodify any of the rights or obligations of the Trustee or
Paying Agent, as applicable, without its written assent thereto.
' Section 21. Severabiiit-±. 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 oz
- - ~ -render unenforceable any other provision hereof.
Section 22. Annointment of Bond Counisel. 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,
Y~Caiifornia, is hereby appointed underwriter for the Program.
PASSED ANA AD~3PTED this 11th day of May, 1993 by the
following vote:
AYES: Supervisors Dolan, McLaughlin, Meyer, Thomas and Chair Houx
NOES : None
NOT VOTING: None
ABSENT : None
MARY E HOITX, Chair, Butte County
Board of Supervisors
ATTEST:
JOHN S. BLACKLO Acting Chief Administrative Officer
and Cl rk of t e Board of Supervisors
By:
L-1-d39113.I
ai
AMENDED AND RESTATED
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA STATEWIDE COl~~MTJNITIES
DEVELOPMENT AUTHORITY
THiS AGREEMENT, dated as of June 1, 1988, by and
among the parties executing this Agreement (ail 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 5
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 o£ the State o£
California}} (the "Act") and to otherwise undertake financing
programs under the Joint Exercise of Powers Act or other
applicable provisions o£ 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 "Honds"); and
WHEREAS, in order to promote economic development
within the State of California, the County Supervisors
Association o£ 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 I8, I987 {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
a actively participate in the administration of the Authority;
and
WHEREAS, the Initial Participants have determined
to specifically authorize the Authority to issue Honds
pursuant to Article 2 of the Joint Exercise of Powers Act
("Article 2") and Article 4 of the Joint Exercise of Powers
Act ("Article 4"), 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 restate 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 Z, Article 4, or other
applicable provisions of law; and
WHERF~iS, 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;
NOW, THEREFORE, the Program Participants, for and
in consideration of the mutual promises and agreements hereon
contained, do agree to amend and restate the Initial Agreement
in its entirety to provide as follows:
2
379h5
Section 1. ,~rgose.
This Agreement is made pursuant to the provisions of
the Joint E.~ercise of Powers Act, relating to the joint
e~sercise aE powers common 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 far, 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 Iaw; 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 Hands 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. T~.~ID•
This Agreement shall become effective in accordance
with Section 18 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 ar
caused to be issued by the Authority shall have been retired,
or full provision shall have been roads for their retirement,
including interest until their retirement date.
Section 3. Authority.
A. CREATION AND POWERS OF AUTHORITY.
{l} 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 da not constitute debts,
liabilities or obligations of any party to this Agreement.
B . COi'~iI 5S I ON .
The Authority shall be administered by a Commission
(the "Commission") which shall consist of seven members, each
3
379hS
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 Earth 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 o£ the Commission
shall be appointed by the governing body of LCC. Initial
members of the Commission shall serve a term ending June 1,
I991. 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 an
unexpired term, however, shall be far 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 far each member of the Commission which it
aggoints. 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. Ali references in this
Agreement to any member of the Commission shall be deemed to
refer to and include the applicable alternate member when sa
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 £or serving as such but
shall be entitled to reimbursement for any expenses actually
incurred in connection with serving as a member ar 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 ar
4
379h5
employees to serve as treasurer, auditor, and controller of
the Authority (the "Treasurer") pursuant to Section 655.5 of
the Joint Exercise of Powers Act to serve far such term as
shall be determined by the Commission.
Subject to the applicable provisions of any
resolution, indenture or other instrument or proceeding
authorizing ar 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 Authority, from
whatever source derived.
The Treasurer of the Authority shall have the
powers, duties and responsibilities specified in
Section 655.5 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,OOfl. 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 i.t 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 tv cause any of said members,
officers or agents•to take any actions and ezecute any
documents or instruments for and in the name and on behalf of
the Commission or the Authority.
D. MEETINGS OF THE COMMISSION.
(1) ggg~siar Meetings.
The Commission shall
meetings; provided, however, it
regular meeting each year. The
holding of the regular meetings
of the Commission and a copy of
with each party hereto.
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
5
379h5
~-
(2} 'n .
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) 6 w
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 5495Q of the Government Code of the
State of California).
(4 ) ~.,~n u t e s .
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) ~ of rum•
A majority of the members of the Commission which
includes at Ieast 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 eacept 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 o£ CSAC and
LCC, eacept that less than a quorum may adjouzn a meeting to
another time and place.
E. RULES AND REGULATIONS.
The Authority may adopt, from time to time, by
resolution of the Commission such rules and regulations for
the conduct of its meetings and affairs as may be required.
SeCti.on 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
opportunities for the creation and retention o£ employment,
the stimulation of economic activity, and the increase of the
taa base, within the jurisdictions of such parties. Such
powers shall include the common powers specified in this
6
'~7Qh~,
Agreement and may be exercised in the manner and according to
the method provided in this Agreement. Ali 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 ar dispose of property wherever located; to
incur debts, liabilities or 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 awn
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 tan base, all as
herein contemplated. Without limiting the generality of the
faregoing,~the Authority may issue ar cause to be issued
bonded and other indebtedness, and pledge any property ar
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 ezercise 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 ezercise such powers and perform such duties. The
manner in which the Authority shall ezercise its powers and
perform its duties shall not be subject to any restrictions
applicable to the manner in which any other public agency
could ezercise such powers or perform such duties, whether
such agency is a party to this Agreement or not.
Section S. Fiss~~ 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 fallowing June 3Q,
except for the first Fiscal Year which shall be the period
from the date o£ this Agreement to June 30, 1988.
7
379h5
Section 5. Di~position,_,~f Assets.
At the end of the term hereof or upon the earlier
termination of this Agreement as set forth in Section Z
hereof, after payment of all exgenses 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 to the contributions made
by the Program Participants.
Section 7. Bonds.
The Authority shall issue Bands 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
~andlor 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 Honds or any other unencumbered funds
of the Authority available for such purpose.,
Section 8. Honds__Onlp Limited and-_Special
The Honds, together with the interest and premium,
if any, thereon, shah not be deemed to constitute a debt of
any Program Participant, CSAC, or LCC or pledge of the faith
and credit o£ the Program Participants, CSAC, LCC, or the
Authority. The Honds shall be only special obligations of the
Authority, and the Authority shall under no circumstances be
obligated to pay the Honds 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 tazinq 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 Hond or
Indenture shall be deemed to be a covenant or agreement of any
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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. v
A copy of the application for financing of a project
shall be filed by the Authority with the Program Participant
i.n whose jurisdiction the project is to be located. The
Authority shall not issue Bonds with respect to any project
unless the governing body o£ 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 Hands
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 lfl . Ar<<,;,ounts_ an,, Reports .
All funds o£ 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 (tv 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 o£ the Agency by a certified public
accountant or public accountant in compliance with the
provisions of Section 6545 of the Joint Ezercise 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
retards 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 lZ months of the end of the
Fiscal Year or Years under examination.
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379h5
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 far 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. ~1~Sds..
Subject to the applicable provisions of each
Indenture, which may provide fox a trustee to receive, have
custody of and disburse Authority funds, the Treasurer of the
Authority shall receive, have the custody o£ and disburse
Authority funds pursuant to the accounting procedures
developed under Section L0 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. Notices.
Notices and other communications hereunder to the
Program Participants shad be sufficient if delivered to the
clerk of the governing body of each Program Participant.
Section 13.
A Program Participant may withdraw from this
Agreement upon written notice tv the Commission; provided,
however, that no such withdrawal shall result in the
dissolutzan o£ the Authority so long as any Bands 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 o£ 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. Indemnifica_t~.ss~.
To the full extent permitted by law, the Commission
may authorize indemnification by the Authority of any Berson
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 o£ 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 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. lrmttunities.
Ail of the privileges and immunities from
liabilities, exemptions from Taws, 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
11
'~74h~,
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 or other representative of
the Authority or while engaged in the performance of any of
their functions or duties eatraterritorially 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 each of the Program
Participants.
Section 18. g.ffectivene~s.
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:Qp 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.
If any one or more of the terms, provisions,
promises, covenants or conditions of this Agreement shall to
any eztent 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 eztent permitted by law.
Section 20. ~,~ccesaors.
This Agreement shall be binding upon and shall inure
to the benefit of the successors of the parties hereto.
Except to the eztent expressly provided herein, no party may
assign any right or obligation hereunder without the consent
of the other parties.
Section 21.
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.
lZ
379h5
.-
The section headings herein are for convenience only
and are nvt 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 o£ 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 ezecuted 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:
ATTEST:
Hy ~~
Name : Carol Roach
Title: Assistant Glerk of the
Board of Supervisors
379h5
coul~T/ Hof BUTT
By -
Name: Mar Anne Houx
Title: Chair, Board of Supervisors
13