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HomeMy WebLinkAbout99-057BUTTE COUNTY LOCAL AGENCY RESOLUTION NUi~IBF,R 99-57 RESOI,U"TION AUTIIORIIING AND APPROVING TI-IE BORRO~~'ING OF FUNDS FOR FISCAL YEAR 1999-?000; THE ISSUANCE AND SALE OF A 1999-2000 TAX AND REVENUE ANTICIPATION NOTE THEREFOR AND PARTICIPA"TION IN THE CALIFORNIA CO1v1:YIUNITIES CASH FLOtiV F[NANCING PROGRAM ~VIIF.REAS, local agencies are authorized by Section 53850 to 53858, both inclusive, of the Government Code of the State of California (the "Act") (being Article 7.6, Chapter 4, Part 1, Division 2, Title S of the Government Code) to borrow money by the issuance of temporary notes; ~VIIEREAS, the legislative body (the "Legislative Body") of the local agency specified in Section 25 hereof (the "Local Agency") has deternined that a sum (the "Principal Amount"), not to exceed the Maximum Amount of Bon~owing specified in Section 25 hereof, which Principal Amount is to be confi-7»ed and set in the Pricing Confirmation (as defined in Section 4 hereof), is needed for the requirements of the Local Agency, to satisfy obligations of the Local Agei7cy, and that it is necessary that said Principal Amount be borrowed for such purpose at this time by the issuance of a note therefor in anticipation of the receipt of tares, income, revenue, cash receipts and other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30, 2000 {"Fiscal Year 1999-2000"}, R~I[EREAS, the Local Agency hereby determines to borrow, for the purposes set forth ahove, the Principal Amount by the issuance ofthe Note (as liercinafter dcfineci); ~VHEIZF,AS, it appears, and this Legislative Body hereby finds anii determines, that the Principal AIIlOU111, when added to the interest payable thcreo>>, does not exceed ci~~hty- livc percent (8~%) of the estimated aunount of the uncolleetcd taxes, income, revenue (including, but not limited to, revenue from the state and federal gover~~ments), cash receipts and other moneys of the Local Agency attributable to Fiscal Year 1999-2000 and available for the payment of the principal of the Note and the interest thereon; ~~'IIEREAS, no money has heretofore been borrowed by or on behalf of the Local Agency through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt o(; or payable from or secured by, taxes, income, revenue, cash receipts or other il~oneys for Fiscal fear 1999-2000; 1VFIEREAS, pursua~lt to Section ~38~6 of the Act, certain moneys which will be received by the Local Agency during and attributable to Fiscal Year 1999-2000 can be pledged for the payment of the principal of the Note and the interest thereon (as hereinafter provided); ~l'III:RE.~S, the Local Agency has determined that it is in the best interests of the Local :l~~cney to participate in the California Co»u»unities Cash Flow Financing Program ('up~~right. Uitt999, f)rrick, Ilerrington ~t~ Sutcliffe. :VI rights reserved. .~(p)?9-?U3 1CY~ (the "Program"), whereby participating local agencies (collectively, the "Issuers") will simultaneously issue tax and revenue anticipation notes; ~VF~EREAS, the Program requires the participating Issuers to sell their tax and revenue anticipation notes to the Ca(iforl~ia 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, in consultation with Sutro & Co. Incorporated, as financial advisor for the Program (the "Financial Advisor"), will form one or more pools of notes (the `"Pooled iv`otes") and assign each note to a particular pool (the "Pool") and sell a series (the "Series") of bonds (the `Bonds") secured by each Pool pursuant to an indenture (the "Indenture") between the Authority and U.S. Trust Company of California, N.A,, as trustee (the "Trustee"}, each Series distinguished by whether or what type(s) of Credit Instrument(s) (as hereinafter defined) secure{s) such Series, by the principal amounts of the notes assigned to the Pool or by other factors, and the Local Agency hereby acknowledges and approves the discretion of the Authority to assign the Note to such Pool and such Indenture as the Authority may determine; ~VIIEI2EAS, as additional security for the owners of each Series of Bolds, 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 fol7n of the Bonds, as indicated in the Pricing Confirnrilion, being sec~u-ecl in whole or in part) by an irrevocable letter (or letters) of credit or policy (or policies) of insurance or proceeds of a separate bond issue issued for such purpose (isle "Reserve Fund") or other ercdit 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 conunitmcni letter or letters or, in the case of the Reserve Fund, an indenture (the "Reserve Indenture") (collectively, the "Credit Agrecmcilt") between (i) in the case of all irrevocable letter (or letters} of credit or policy (or policies) of insurance, t1~c Authority and the respective Credit Provider and (ii) in the case of the Reserve Fund, the Authority and U.S. "hrust Col~~pany of California, N.:~., as trustee of the Rcscrve Indenture (the "Reserve ~hrustec"'); ~~'III;REAS, if, as designated in the Pricing Confirmation, the Credit hlstrument. is the Reserve Fund, bonds issued pursuant to the Reserve Indenture (the "Reserve Bands") may, as indicated in the Pricing Confirmation, be secured by an irrevocable letter of ercdit or policy of insurance or other credit instrument (the "Reserve Credit Instrument") issued by the credit provider identified in the Reser~•e Indenture as finally executed (the "Resel-ve Credit Provider"), pursuant to a credit agreement or commitment letter (the "Reserve Credit Agreement"} identified in the Reserve hldenture as finally executed, suc17 Reserve Credit Agreement being between the fluthoriiy and the Reserve Credit Provider; ~~'I-~EREAS, the net proceeds of the Note may be invested by the Local Agency ll1 Pei'llnlted Investl»ents ~aS defll1ed u1 CIIC Indenture) or IIl ally otllCr IIIVeStIl1Cllt peI11111ted bV the laws of the State of California, as now in effect and as hereafter amended, modiGer.I or SnpplCmeited ft"om tlmC t0 tll1lC; -tU9?~)-?Oi JC6 WHEREAS, as part of the Program each participating Issuer approves the Indenture, the alternative foi7»s of Credit Agreements, if any, and the alternative forms of Reserve Credit agreements, if any, in substantially the forms presented to the Legislative Body, with the final form of Indenture, type of Credit Instrument and corresponding Credit agreement and type of Reserve Credit Instrument and corresponding Reserve Credit Agreement, if any, to be determined and approved by delivery of the Prici~lg Confirmation; WHEREAS, pursuant to the Program each participating Issuer will be responsible for its share of (a} the Fees of the Trustee and the costs of issuing the applicable Series of Bonds, and (b), if applicable, the fees of the Credit Provider, the fees of the Reserve Credit Provider (which shall be payable from, among other sources, investment earnings on the Reserve Fund and moneys in the Costs of Issuance Fund established and held under the Indenture}, the Issuer's allocable share of all Predefault Obligations and the Issuer's Reimbursement Obligations, ifany (each as defined in the Indenture); ~~tII>JRE~1S, pursuant to the Program each participating Issuer will be responsible for its share of the fees of the Reserve Trustee and the costs of issuing the applicable Series of Reserve Bonds, all such costs and fees being payable from the proceeds of the applicable Series of Bonds (ar, with respect to costs and Fees of the Reserve Credit Provider, as may otherwise be provided in the Reserve Indenture); ~VIIEREAS, pursuant to the Program, the underwriter will submit an offer to the authority to purchase, in the case of each Paol of Notes, the Series of Bonds which will be secured by the Indenture to which such Pool tivill be assigned; ~VIIEREaS, it is necessary to engage the services of certain professionals to assist the Local Agency in its participation in the Program; NOtiV, TH>i:I2EI'ORE, the Legislative Body hereby finds, determines, declares and resolves as follotivs: Section 1. Recitals. This Legislative Body hereby Cads and determines that all the above recitals arc U~ue and correct. Section 2. :~uthori:cation of Issuance "fhis Legislative Body hereby determines to borrow solely for the purpose of anticipating taxes, income, reveiluc, cash receipts and oihcr moneys to be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year 1999-2000, by the issuance of a note in the Principal amount under Sections 53~~0 et seq. of the Act, designated the Local Agency's "1999-2000 Tax and Revenue Anticipation Note" (the "Note"), to be issued in the form of one Cully registered note at the Principal Amount thereof, to be dated the date of its delivery to the initial purchaser thereof, to mature (~ti-ithout option of prior redemption) not ii~orc than fifteen months thereafter on a date indicated on the face thereof and determined in the Pricing Confirmation (the "Maturity Date"), alld 10 heal' II1teI'est, payable at t1]atl1l"Ity (and if (he 17laturltV IS IllOt"C than twelve Illonths fl'om the date of issuance, payable on the interim payment date set forth in the Pricin computed upon the basis oC a 3G0-day year consisting of twelve 30-day month sa,~ l fa ~r ztte ~i of fto exceed twelve pcrceilt (12'%,} per annum as determined in the Pricing Co~lfi~7nation and indicated on the face o1~ the Note (the "Note Rate"). If the Series of Bonds iss~ied in connection with the n~xsi_:~~~~>o~x~~_i -3- -t~i~>>o_~o; Ica Note is secured in whole ar in part by a Credit Instrument or such Credit Instrument (other than the Reserve Fund) secures the Note in whole or in part and all principal of and interest an the Note is not paid in full at maturity or if payment of principal of and/ar interest on the Note is paid {in whole or in part) by a draw under, payment by or claim upon a Credit Instrument which draw, payment or claim is not fully reimbursed on such date, such Note shall become a Defaulted Note (as def7ned 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 a-hieh a Credit hlstrument applies for Gvhich reimbursement on a draw, payment or claim has not been fully made) shall he deemed outstanding alld shall continue to bear interest thereafter until paid at the Default Rate (as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve Bonds issued to fund the Reselve 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), such Note shall become a Defaulted Reserve Note (as defined in the Indenture), and the unpaid portion (including the interest component, if applicable) thereof (or poI-tion (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 camlection with the Note is unsecured in whole or in part and the Note is not 1~u11y paid at maturity, the unpaid portion thereof (or the portion thereof to which no Credit 111stI-Ument applleS 41'hlch IS LII1paICl~ 511111 be dec[llcd OUIStallding 111d Shall COntIlltlC to beaC interest thereafter until paid at the Default Rate. In each case set Earth in the preceding three sentences, the obligation of the Local Agency with respect to such Defaulted Note or unpaid Note shall not be a debt or liability of the Local Agency prohibited by Ariiclc XV 1, Section 1 ~ of the California Constitution and the Local Agency shall not be liable thereon except to the extent of any available revenues attributable to Fiscal Fear 1999-2000, as provided in Section ~ hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured Percentage") shall be equal to the amount of the Credit Instrument divided by the aggregate amount of unpaid principal of and interest on the unpaid notes (or portions thereof) of all Issuers, expressed as a percentage (but not greater than 100`%~) as of the maturity date. The percentage of the Note to which the Reserve Credit Instrument, if any, applies (the "Secured Reserve Pcrcenta~~c") shall be equal to the amount of the Reserve Credit h~strumcnt divided by the Qg!~regatC aI1laUilt of llllplld pl'nlClpal Of Ind IniCI"CSC On SUCK Ullpald natCS (aI- partlanS t11CI'Caf, including the interest component, if applicable}, expressed as a percentage (hut not greater than 100°/,) as of t11e Reserve Principal Payment Date. Both the principal of and interest on the Note shall be payable in law fu] money of the United States of America. The principal of and interest on the Note at maturity shall be paid u}~on surrender of the Note at the corporate trust office of U.S. 'f`rost Company of California, N.A. in Los Angeles, California. The Note shall be issued in conjtlnction with the note or notes of one or more other lssucrs 1s part of the Pro~~ram and within the meaning of Section 53853 of the Act. Section 3. Form of Itirote. The Note shall be issued in fully registered form without couhans Ind shall be substantially ill the farm and substance set forth in Exhibit A as attached hereto and by reference incol-horatcd herein, the blanks in said forms to be filled in witl.~ appropriate ~~~ords and figures. -4- Iux~sl_:~i:zor~<n~t l auv~~~-~ii~ .~C~G Section 4. Sale of Note; Delegation. The Note shall be sold to the Authority pursuant to the Purchase Agreement. The form of the Purchase Agreement, including the form of the pricing confirmation supplement {the "Pricing Confiz-niation"} set forth as Exhibit A thereto, presented to this meeting are hereby approved. The authorized representatives set forth in Section 25 hereof (the "Authorized Representatives"} are each hereby authorized and directed to execute and deliver the Purchase Agreement in substantially said form, tivith such changes thereto as such Authorized Representative sha11 approve, such approva] to be conclusively evidenced by his or her execution and delivery thereof; provided, however, that the Purchase Agreement sha11 not be effective and binding on the Local Agency until the execution and delivery of the Pricing Confirmation. The Authorized Representatives are each hereby further authorized and directed to execute and deliver the Pricing Confirmation in substantially said form, tivith such changes thereto as such Authorized Representative sha]1 approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided, however, that the interest rate o11 the Note shall not exceed twe]ve percent (12%) per annum, the discount on the Note, when added to the Local Agency's share of the costs of issuance of the Bonds, shall not exceed one percent (l.0%), and the Principal Amount shall not exceed the Maxiulum Amount of Borrowing. Delivery of an executed copy of the Pricing Confil7nation by fax or tclecopy shall be deemed effective execution and delivery for all purposes. Section 5. Program ~~pproval. The Pricing Confirmation shall indicate whether and what type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply. The forms of Indenture, alternative general types and forms of Credit Agreements, if any, and alternative general types and forms of Reserve Credit Agreements, if any, presented to this meeting are hereby acknowledged, and it is acknowledged that the Authority will execute and deliver the Indenture, one or more Credit Agreements, if applicable, and one or more Reserve Credit Agreements, if applicable, which shall be identified in the Pr1C111g COnfll~matlon, 111 Sllbstalltlally One OC 111000 Of Sald forms \V1t11 SllC11 C11alIgCS 11101"Cln aS 1110 Authorized Representative who executes the Pricing Confirmation sha11 require or approve (substantially [final forms of the hulcnture, the Credit Agreement and, if applicable, the Rescrvc Credit Agreement arc to be delivered to the Authorized Rcpresentativc concurrent with the Pricing Confirmation), such approval of the Authorized Representative and this Le~~islative }3ody to be conclusively evidenced by the execution of the Pricing Confirmation. If the Credit Agreement identified in the Pricing Conii~7Trltion is the Reserve Indenture, it is acknowledged that the Authority will issue the Rescrvc Bonds pursuant to and as provided in the Rescrvc [ndenturc as finally executed. Any one of the Authorized Representatives of the Local .Agency is hereby authorized and directed to provide the Financial Advisor or the underwriter with such information relating to the Local Agency as the Financial Advisor or the underwriter shall reasonably request for inclusion in the Preliminary OfGeial Statement and Official Statement of~ the Authority. Upon inclusion of the information relating to the Local Agency therein, the Preliminary Official Statement and Official Statement or such other offering document is, except for certain omissions permitted by Rulc I~c2-1? of the Securities Exchange Act of 1934, as amendal (the "Rule"), hereby deemed final within the meaning of the Rule with respect to the Local Agency and any Authorized Representative of the Loca] Agency is authorized to execute a certificate to such effect. 1f, at any time prior to the e~ld of the underwriting period, as defined in noest.:~i z~x,oo~_i -~o~~~o-zoo 1ct~ -5- the Rule, any event occurs as a result of which the infoi-~~Zation contained in the Prelimi-lary Official Statement or other offering document relating to the Local Agency might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the Financial Advisor and the underwriter. Subject to Section 8 hereof, the Local Agency hereby agrees that if the Natc shall become a Defaulted Note, the unpaid portion (including the interest component, if applicable} thereof or the portion (including the interest component, if applicable) to which a Credit Instrument applies for which full reimbursement on a draw, payment or claim has not been made by the Maturity Date shall be deemed outstanding and shall not be deemed to be paid until (i) any Credit Provider providing a Credit Instrument with respect to the Note or the Series of Bonds issued in connection with the Note, has been reimbursed for any drawings, payments or claims made under or from the Credit Instrument with respect to the Note, including interest accrued thereon, as provided therein and in the applicable Credit Agreement, and, {ii} the holders of the Note, or Series of the Bonds issued in connection with the Note, are paid the full principal amount represented by the unsecured portion of the Nate plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee. For pul~~oses 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 S hereof; the Local Agency hereby agrees that if the Note shall become a Defaulted Reserve Note, the unpaid portion (including the interest component, if applicable) thereof or the portion (including the interest component, if applicable) to which a Reserve Credit Instrument, if any, applies for which fu11 rci~l~bllrsement on a Drawing has not been made by the Reserve Principal Payment Date shall be deemed outstanding and sha11 not be deemed paid until (i) any Reserve Credit Provider providing a Reserve Credit Instrument with respect to the Reserve Bonds (against the Reserve Fund of which such Drawing was made) has been reimbursed for any Drawing or payment made under the Reserve Credit Instrument with respect to the Note, including interest accrued thereon, as provided therein and in the Reserve Credit Agreement, and (ii} the holders of the Note, or Series of Bonds issued in connection with the Note, arC pa1CI the f1t11 pl-InClpal amollllt 1'CpreSCllted by the U11SCCn1~Cd 1)OI-tlOn O1 111C Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such a~~gregate required amount with the Trustee. For [hc purposes of clause (ii) of the preceding sentence, holders of the Series of Bonds wit] be deemed to have received such principal amount upon deposit of swell moneys with the Trustee. The Local Agency agrees to pay or cause to be paid, in addition to the amounts payable under the Notc, 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 h~strument (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 Prcdefault Obligations and Reimbursement Obligations (to the extent not payable under the Note), (i) arising out of an "Event of Defa~ilt" hereunder (or pursuant to Section 7 hereof) or (ii) arisin~~ 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 Prcdefault Obligations, the Local Agency shall owe only the percentage of -6- 1)oC'ti I.:A 1296101 . I -10~)?9-?0> 1C-G such fees, expenses and Predefault Obligations equal to the ratio of the principal amount of its Note over the aggregate principal amounts of al] notes, including the Note, of the Series of which the Notc is a part, at the time of original issuance of such Series. Such additions] amounts will be paid by the Local Agency within twenty-five (25} days of receipt by the Local Agency of a bill therefor from the Trustcc. Section G. No Joint Obligation. The Note will be issued in conjunction with a note or notes of one or more other Issuers, assigned to secure a Series of Bonds. In all cases, the obligation of the Local Agency to make payments on or in respect to its Note is a several and not a joint obligation and is strictly limited to the Local Agency's repayment obligation under this Resolution and the Note. Section 7. Disposition of Proceeds of Note. A portion of the moneys received from the sale of the Note in an amount equal to the Local Agency's share of the costs of issuance (which steal] include any fees and expenses in connection with any Credit Instniment (and the Reserve Credit Instrument, if any) applicable to the Note or Series of Bonds and the corresponding Reserve Bonds, if any} shall be deposited in the Costs of Issuance Fund held and invested by the Trustee under the hldentiire and upended as directed by the Authority on costs of issuance as provided in the Indenture. The balance of the moneys received from the sale of the Note to the Authority shall be deposited in the Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held and invested by the Tn~stee under, the h~denture for the Loca] Agency and said mo~~cys may be used and upended by the Local Agency for any purpose for which it is authorized to use and expend moneys, upon requisition from the Proceec]s Subaecount as specified in the Indenture. Amounts in the Proceeds Subaccount are hereby pledged to the payment of the Note. The Trustee will not create subaccounts within the Proceeds Fund, but will keep records to account separately for proceeds of the Bonds allocable to the Local Agency's Note on de]~osit in the Proceeds Fund which shall constitute the Loca] Agency's Proceeds Subaccount. Section 8. Source of Payment. (A) The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to, revenue G-om the state and ]cdcral go~~crnmcnts), cash receipts and other moneys which are received by the Loca] Agency for the genera] fund of the Local Agency and are attributable to Fiscal Year 1999-2000 and which are available for payment thereof. As security for the payment of the 1~rincipal of and interest on the Note, the Local A~~ency hereby pledges certain unrestricted revenues (as hereinafter provided, the "Pledged Revenues") which arc received by the Loca] Agency for the ~~enera] fund oC the Local Agency and arc attributable to Fiscal Year 1999-2000, and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and shall be payable fi~om the first moneys received by the Local Agency from such Pledged Revenues, and, to t]1e 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 53S5G and 5357 of the Act). The terns "unrestricted revenues" shall mean all taxes, income, revenue {including, but not limned to, revenue Crom the state and federal goveriu~~ents), cash receipts, and other moneys, intended as receipts for the general fund of the Local .<~gency atU-ibutable to Fiscal Year 1999-2000 and which arc generally available for the payment of current expenses and other obligations of the Local Agency. The Noteholders, -7- I )OC S I.:A I .296901. l ~09?9-?Oj K'6 Bondholders, Credit Provider and, if applicable, the Reserve Credit Provider shall have a first lien and charge on such ceI-tain Unrestricted re~~enues as hereinafter provided which are received by the Local Agency and are attributable to Fiscal Year 1999-2000. In order to effect the pledge referenced in the preceding paragraph, the Local Agency hereby agrees and covenants to establish and maintain a special account within the Local Agency's general fund to be designated the "1999-2000 Tax and Revenue Anticipation Note PayIllent ACCOlllit" (tile "Payment ACCOIInt"~ and further agI"CeS and COVeIlalltS t0 11~alntaln the Payment Account until the payment of the principal of the Note and the interest thereon. Notwithstanding the foregoing, if the Local Agency elects to have Note proceeds invested in Permitted Investments to be held by the Trustee pursuant to the Pricing Confirmation, a Subaccount of the Payment Account (the "Payment Subaccount") shall he established for the Local Agency under the Indenture and proceeds credited to such account shall be pledged to the payment of the Notc. The Trustee need not create a subaccount, but may keep a record to account separately for proceeds of the Note so held and invested by the Trustee which record shall constitute the Local Agency's Proceeds Subaccount. Transfers from the Payment Subaccount shall be made in accordance with the Indenture. The Local Agency agrees to transfer to and deposit in the Payment Account the first amounts received in the months specified in the Pricing Confirmation as Repayment Months (each individual month a "Repayment Month" and collectively "Repayment Months") (and any amounts received thereafter attributable to Fiscal Year 1999-2000) until the amount on deposit in the Payment Account, together with the amount, if any, on deposit in the Payment Subaccowlt, is equal in the respective Repayment Months identified in the Pricin~~ Confirmation to the percentage of the principal and interest due on the Note specified in the Pricing Confirmation. h1 making such transfer and deposit, the Local Agency shall not be required to physically segregate the amounts to be transferred to and dcpositcd in the Payment Account from the Local Agency's other general fund moneys, but, notwithstanding any commingling of funds for investment or other purposes, the amounts required to be transferred to and deposited in the Payment Account shall nevertheless be subject to the lien and charge created herein. Any one of the Authorized Representatives of the Local ;~~~ency is hereby authorized to approve the determination of the Repayment Months and percentages of tllc principal and interest due on the Note required to be on deposit in the Pavment Account and!or the Payment Subaccount in each Repayment Month, all as specified in the Pricin~~ Confirmation, by e~ceuting and delivering; t11e Pricing Confirmation, such execution and delivery to be conclusive evidence of approva) by this Legislative Body and such Authorized Representativc, provided, however, that the maximum number of Rcpaymcnt Months shall be six and the nlaximun7 amount of Pledged Revenues required to be deposited in each Rcpaymcnt 1~Ionth shall not exceed fifty percent (50`%) of the aggregate principal and interest due on the \otc. In the event on the day in each such Rcpaymcnt Month that a deposit to the Payment ,Account is required to be made, the Local Agency has not received suCGcient unrestricted ret"CnIICS t0 pCCI]llt the depOStt Into t11C PayIllCnt ACCOUlilt of tI1C full amowlt Of PlCdged Revenules to be dcpositcd in the Payment Account from said unrestricted revenues in said month, then the amount of any deficiency shall be satisfied and made up fi~oll7 any other moneys of the Local A~~ency lativfully available for the payment of the principal of the Note and the interest thereon, as and when such other moneys are received or are otherwise legally available. (F3) Any moneys placed in the Payment Account or the Payment Subaccount shall be f~~r the benefit of (i) the holder of the Note and the holders of Bonds issued in connection ~~~ith tllc Notes, (ii) (to the extent provided in the Indenture) the Credit Provider, if any, and (iii -s- -;u~~~o-~u> 1t~t, (to the extent provided in the Indenture and, if applicable, the Credit Agreement} the Reserve Credit Provider, if any. The moneys in the Payment ACCOIInt and Che Payment Subaecount shall be applied only for the purposes for which such Accounts are created until tine principal of the Note and all interest thereon are paid or until provision has been made for the payment of tlae principal of the ?Vote at maturity with interest to maturity (in accordance with the requirements for dcfeasance of the Bonds as set forth in the Indenture) and, if applicable, (to the extent provided in the Indenture and, if applicable, the Credit Agreement) the payment of all Predefault Obligations and Reimbursement Obligations owing to the Credit Provider and, if applicable, the Resewc Credit Provider. (C) The Local Agency hereby directs the Trustee to transfer on the Note Payment Deposit Date (as defined in the Indenture), any moneys in the Payment Subaecount to the Bond Payment Fund (as defined in the Indenture). In addition, on the Note Paymel~t I7cposit Date, the moneys in the Payment Account shall be transferred by the Local Agency to the Trustee, to the extent necessary (after crediting any transfer pursuant to the preceding sentence), to pay the principal of andlor interest on the Note or to reimburse the Credit Provider for payments made under or pursuant to the Credit Instrui~~ent. In the event that moneys in the Payment Account andlor the Pay~l~ent Subaecount are insufficient to pay the principal of and IntCCCSt Oll the NotC In full when CIUe, SL1Ch IIlO11cyS Shall bG applied In the follOtVing pt-IOCIty: first to pay interest on the Note, second to pay pri~7eipal 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 Tor payment, if any, of principal with respect to the Notc; fifth to reimburse the Reserve Credit Provider, if any, for payment, iC any, of interest ~~~ith respect to the Notc; sixth to reimburse the Reserve Credit Provider, ii' any, for payment, if any, of principal with respect to the Note; and seventh to pay any Rcimbursemcnl Obligations of the Local Agency and any of [he Local Agency's pro rata share of Predefault Obligations owing to the Credit Provider and Reserve Credit Provider (if any) as aphlicable. Any mo~leys remaining in or accruing to the Payment Account andlor the Payment Subaecount after the principal of the Note and the interest thereon and any Predefault Obligations and Reimbursement Obligations, if applicable, have been paid, or provision for such payment has been made, shall be transferred to the general fund of the Local Agency, subject to any other disposition required by the Indenture, or, if applicable, the CI"Cdlt Agl'CCIl1Ci11. NOthing heren7 Shall I)e dCCilled 10 rChGVe 1hC Local Agency ft-Om lts obli~~ation to pay its Note in full on the i~~taturity 1~ate. (D) Moneys in the Proceeds Subaecount and in the Payment Subaecount shall be invested by the Trustee pursuant to the h~denture as directed lay 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 Focal Agency shall nol be decrned to be relieved of any of its obligations with respect to the Note, the Predefault Obli~~ations or Reimbursement Obligations, if any, by reason of such investment of the moneys in its Proceeds Subaecount or the Payment Subaecount. {E) At the written request of the Credit Provider, if any, or the Reseivc 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 Pa~'meit .~~CCOIIlII rCgUICCd by tI11S SCCtlon c~ ail(I p1.OVlde SUCK addltiOntll flnanClal ]nf01'Illatl011 aS nay be rcyuired by the Credit Provider, if an}~, or the Rcservc Credit Provider, if any. -9- ~7~~<~sr:~ i ~o~,vui.i .~u~~,t>-~~~; .icr, Section 9. Execution of Note. Any one of the Authorized Representatives of the Local Agency or any other officer designated by the Legislative Body shall be authorized to execute the Notc by manual or facsimile signature and the Secretary or Clerk of the Legislative Body of the Local Agency, or any duly appointed assistant thereto, shall be authorized to countersign the Note by manual or facsimile signature. Said Authorized Representative of the Local Agency, is hereby authorized to cause the blank spaces of the Note to be filled in as may be appropriate pursuant to the Pricing Confirmation. The Authorized Representative is hereby authorised and directed to cause the Authority to assign the Note to the Trustee, pursuant to the terms and conditions of the Purchase Agreement, this Resolutiol~ and the Indenture. In case any Authorized Representative whase signature shall appear on any Note shall cease to be an Authorized Representative before the delivery of such Note, such signature shall nevertheless be valid and suffciel7t for al( pulposes, the same as if such officer had remained in office until delivery. The Note need not bear the seal of the Local Agency, if any. Section 10. Intentionally Left I31ank. This section has been included to preserve the sequence of section numbers for cross-referencing purposes. Section I I. Representations and Covenants of the Local Agency. Tl1e Local Agency makes the following representations for the benefit of the holder of the Note, the owners of the Bonds, the Credit Provider, if any, and the Rescr~~e G-edit Provider, if any: (A) The Local Agency is duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to (i) adopt this Resolution and perform its obligations thereunder, (ii) enter rota and perform its obligations under the PuIchase Agreement, and {iii} issue the Note and perform its obligations thereunder. (B) (i) Upon the issuance of the Note, t17e Local Agency sha11 have taken all action required to be taken by it to authorize the issuance and deli~~~ery of the Note and the performance of its obligations thereunder, and (ii) the Local Agency has full Iegai right, potvcr and authority to issue and deliver the Notc. (C) The issuance of the Note, the adoption of the Resolution and the execution and delivery of the Purchase Agreement, and compliance with the provisions hereof and thereof do not conflict with, breach or violate any law, achminisirative regulation, court decree, resolution, charter, by-laws or other agreement to which the Local Agency is subject or by which it is bound. (D) Except as may be required under blue sky or other securities laws of any state or Section 3(a)(2} of the Securities Act of 1933, there is no consent, approval, authorization or other order of, or fling with, or certification by, any regulatory authority having jurisdiction OV'CI' the I.OCaI Agency I"CgLlll'ed foI- l}7G 1SSnariCe al1d Sale Of the NOIe Or 1hC C©nSUImI7~atlon by tl]e Local A~~ency of the other transactions contemplated by this Resolution, except those the Local Agency shall obtain or perform prior to or upon the issuance of the Note. {E) The Local Agency has (or will have prior to the issuance of t17c Notc) duly, re~~ularly and properly adopted a preliminary budget for Fiscal Year 1999-2O0~ settin~~ -10- IX7C'SI.:11 :_'06001-I -1090-'{)~ I<'6 forth expected revenues and expenditures and has complied with all statutory and regulatory requirements with respect to the adoption of such budget. The Local Agency hereby covenants that it shall (i) duly, regularly and properly prepare and adopt its final budget for Fiscal Year 1999-?000, {ii) provide Co the Trustee, the Credit Provider, if any, the Reserve Credit Provider, if any, and the Financial Advisor and the underwriter, promptly upon adoption, copies of such final budget and of any subsequent revisions, modifications or amendments thereto and (iii) comply with all applicable laws pertaining to its budget. (F) The sum of the principal amount of the Local Agency's Note plus the interest payable thereon, on the date of its issuance, shall not exceed fifty percent (50`%} of the estimated amounts of the Local Agency's uncollected taxes, income, revenue (including, but not limited to, revenue from the state and federal governments), cash receipts, and other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year 1999-?000, all of which will be legally available to pay principal of and interest on the ?Vote. (G) Tl1e 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 Financial Advisor and the underwriter, the Credit Provider, if any, and the Reserve Credit Provider, if any, there has been no change in the financial condition of the Local Agcney since the date of such audited financial statements that will in the reasonable opinion of the Local Agency materially impair its ability to perform its obligations under this Resolution and the Note. The Local Agency agrees to furnish to the Authority, the Financial Advisor, the underwriter, the "Trustee, the Credit Proti ider, if any, and the Reserve Credit Provider, if any, promptly, from time to time, such information regarding the operations, financial condition and property of the Local Agency as such party may reasonably request, (I) "There is no action, suit, proceeding, inquiry or investigation, at law or in equity, belore or by any court, arbitrator, governmental or other board, body or official, pending or, to the best knowledge of the Local Agency, threatened against or affecting the Local Agency questioning the validity of any proceeding taken or to be taken by the Local Agency in connection with the Notc, the Purchase Agreement, the ]ndcnture, the Credit Agreement, if any, the Rcservc Credit Agreement, if any, or this Resolution, or seeking to prohibit, restrain or enjoin the execution, di;livery or performance by the Local Agcney 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 t11e 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 (ndcnturc, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this resolution. ~xx~sr;~~ ~~x,~w~.~ au~>>~~_zo~ .icr, (J) Upon issuance of the Note and execution of the Purchase Contract, this Resolution, the Purchase Contract and the Note will constitute legal, valid and binding agreements of the Local Agency, enforceable in accordance with their respective terms, except as such enforceability may be limited by bankruptcy or other laws affecting creditors' rights ~~enerally, 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 Califon~ia. (K) The Local Agency and its appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any, far 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 Pledged Revenues unless such pledge is subordinate in all respects to the pledge of Pledged Revenues hereunder. (M) So long as the Credit Provider, if any, is not in payment 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 i~1 accordance with provisions of the Credit Agreement, if any, the Reserve Credit Agreement, if any, andior the Indenture, as applicable. Prior to the Matru-ity Date, moneys in the Local Agency's Payment Account and/or Payment Subaecount 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 arc due to it. (N) So long as any Bonds issued in connection with the Notes arc Outstanding, or any Predefault Obligation or Reimbursement Obligation is outstanding, the Local A~~ency will not create or suffer to be created any pledge of or lien on the Note other than the pledge and lien of the Indenture. Section 12. T=ix Covenants. (A) The Local Agency shall not take any action or fail to take any action if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable on the I~'ote or Bonds under Section 103 of the h~tcrnal Revenue Code of 1986 (the "Code"). Without limiting the generality of the fore~~oing, the Local Agency shall not make any use of the proceeds of the Note or Bonds or any other funds of the Local Agency which would cause the Note or Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, a "private activity bond" within the meaning of Section 141(a) of the Code, or an obligation the interest on which is subject to federal income taxation because it is "federally guaranteed" as provided in Section 149(b) of the Code. The Local Agency, with respect to the proceeds of the Note, will comply with all requirements of such sections of the Code and all regulations of the United States Department of the Treasury issued or applicable thereunder to t17e extent that such requirements are, at the time, applicable and in effect. -12- txx'si_:~i~oeo~~i i .in~~~~~-~U> x'e (B) The Local Agency hereby (i) represents that the aggregate face amount of all tax-exempt obligations (including any tax-exempt leases but excluding ~- prig ate activity bonds), issued and to be issued by the Local Agency during calendar year 199.9, including the Note, is not rcaso~lably expected to exceed S5,0~0,000; or, in the alternative ~i covenants that the Local Agency will take all legally permissible steps necessary to ensure that~all of the gross proceeds of the Note tivill be expended no later than the day that is six months after the date of issuance of the Nate so as to satisfy the requirements of Section 148(f}(~)(B) of the Code. (C) Notwithstanding any other provision of this Resolution to the contrary, upon the Local Agency's failure to observe, or refusal to comply with, the covenants contained in this Section 12, no one other than the holders or former holders of the Note, the owners of the E3ond, the Credit Provider, if any, the Reserve Credit Provider, if any, or the Trustee on their behalf steal] be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's failure to observe, or refusal to comply with, such covenants. (D) The covenants contained in this Section 12 shall survive the payment of the Notc. Section l3. Events of Default and Remedies. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an "Event of Default": (A) Failure by the Local Agency to make or cause to be made the transfers and deposits to the Payment Account, or any other payment required to be paid hereunder, including payment of principal and interest on the Note, on or before the date on which such transfer, deposit or other payment is due and payable; (B) Failure by the Local Agency to observe and perform any covenant, condition or agreement on its part to be obsewed or performed under this Resolution, for a period of Iil~tecn (15) days after written notice, specifying such failure and requesting that it he rcmc~hcd, is given to the Local Agency by the Trustee, the Credit Provider, if applicable, or the Reser~~c Credit Pravider, if applicable, unless the Trustee and the Credit Provider or the Reserve Credit Provider, if applicable, shall all agree in writing to an extension of such tii~~e 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 Confirnuition} or in any requisition or any financial report delivered by the Local Agency or in any instrument fiu~nished in compliance with or in reference to this Resolution or the Purchase t~~~reenient or in connection ti~~ith the Note, is false or IT~isleading in ai7y 1»aterial respect; (D) A petition is filed against the Local Agency under any bankruptcy, reorganization, arrange~Z~e~lt, insolvency, readjustment of debt, dissolution or liquidation late of ally jurisdiction, whether now or hereafter in effect and is 11ot dismissed within 30 days after such filing, but the Trustee shall have the right to intervene in the proceedings prior to the expiration of such thirty (,0) days to protect its and the Bond Owners' (or Noteholders') interests; -13- -I(1~)?9-?Oi JCG {F) 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 ]iquidation law of any jurisdiction, whether now or hereafter in efifect, or consents to the filing of any petition against it under such law; or (F) T17e Local Agency admits insolvency or bankruptcy or is generally not paying its debts as such debts became due, or becomes insolvent or bankn-pt or makes an assignment for the benefit of creditors, or a custodian (including without ]imitation a receiver, liquidator or trustee) of the Loca] Agency or any of its property is appointed by court order or takes possession thereof and such order remains in effect or sl-ch possession continues for more than 30 days, but the Trustee shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect its and the Balzd Owners' or Noteholders' interests. Whenever any Event of Default referred to in this Section ] 3 steal] have happened and be continuing, the Trustee, as holder of the Note, shall, in addition to any other remedies provided herein or by law or under the Indenture, if applicable, have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (]) Without declaring the Note to be immediately due and payable, require the Local Agency to pay to the Trustee, as holder of the Note, an amount equal to the principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and upon notice to the Local Agcney the sall~e shall become immediately due and payable by the Loca] Agency without further notice or demand; and (2) Take whatever other action at law ar in equity (except Car acceleration of payment on the Note} which may appear necessary or desirable to collect the amounts then due and thcreaiter to become due hereunder and under the Notc or to enforce any other of its rights hereunder. Not«~ithstanding the foregoing, if the Local Agency's Note is secured in whale or in part by a Credit Instrument (other than the Reserve Fund) or if the Credit Provider is subra~~ated to rights under the Local !lgency's I~?ote, as long as the Credit Provider has not Cliled t0 Cal11p]y tL'Ith i1S payment Obhgat-al1S Under the Credit InStI"UI]1Cnt, ille Credit PCOV1dCI' steal] h<1vC tIIG Cight l0 dli"CCt the I"C111ed1CS Upon ally Event Of DCfal-It 17e1'etlllder, and, I1ot wll]7Standltlg the foregoing, if a Reserve Credit Instrument is applicable, as long as the Reserve Credit Provider has not failed to comply with its payment obligations under the Reserve Credit rlgrecment, the Resel~~e Credit Provider shall have t11e right (prior to the Credit Provider) to direct the rcn~~~dies upon any Event of Default hereunder, in each case so long as such action wit] not materially adversely affect the rights of any Bond Owner, and the Credit Provider's and Reserve Credit Provider's (if any) prior consent shall be required to any remedial action proposed to be taken by the Trustee hereunder. If the Credit Provider is not reimbursed for any drawing, payment or claim, as applicable, used to pay principal of and interest on the Note due to a default in payment on the Note by t11c Local Agenc}~, or if any principal of or interest on the Note remains unpaid after the !Maturity Date, uhe Note shall be a Defaulted Nate, the unpaid portion {includin~~ the interest Ca111panCnt, ]1 a~~pllCable} iheI"eaf OC the partloli ~InCllldltlg the interest COmpOClCnt, 11 apllhcablC) -1~- ntx~st_:~i ~o~,~mi_: aII~-z~~-~o; ~c~, to which a Credit Instrument applies for which reimbursement on a draw, payment or claim has not been made shall be deemed outstanding and shall bear interest at the Default Rate until the Local Agency's obligation on the Defaulted Note is paid in full or payment is duly provided for, all subject to Section 8 hereof. If the Credit Instrument is the Reserve Fund and the Reserve Bonds are secured by the Reserve Credit Instrument and all principal of and interest on the Nate is not paid in full by the Reserve Principal Payment Date, the Defaulted Nate steal} become a Defaulted Reserve Note and the unpaid portion (including the interest component, if applicable) thereof (or ihr 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 filll or payment is duly provided for, aI1 subject to Section 8 hereof. Section I~. Trustee. The Local Agency hereby directs and authorizes the payment by the Trustee of the interest on and principal of the Note when such become due and payable, from amounts received by the Trustee from the Local Agency in the manner set forth herein- The Loca} Agency hereby covenants to deposit funds in such account or fund, as applicable, at the time and in the amount specified herein to provide sufficient moneys to pay the principal of and interest on the Note on the Note Payment Deposit Datc. Payment of the Note shall be in accordance with the terns of the Note and this Resolution. Section 15. Sale of ItiFote. The Note shall be sold to the Authority, in accordance with the tcrnis of the Purchase Agreement, hercinbefore approved, and issued payable to the Trustee, as assignee of the Authority. Section l6. Intentionall~~ Left Blank. "hhis section has been included to preserve the sequence of section numbers for cross-referencing pulpases. Section 17. :~ppro~~al of Actions. 7,he aforementioned Authorized Representati~~es of the Local Agency arc hereby authorized and directed to execute the Note and cause the Trustee to accept delivery of the Note, pursuant la the terms and conditions of the Purchase Agreement and the Indenture. All actions heretofore taken by the officers and agents of the Local Agency or this Legislative Body with respect to the sale and issuance of the Notc and pill-t1CIpaU011 In t}1C PI'agram ai-e }1C1-Cby appl-aVed, COllfll-med and I'atlfiC(1 Gild il1e AUthOCIled Representatives and agents of the Local Agency are hereby authorized and directed, for and in the name and on behalf of the Local Agency, to da any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any oCthcm, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by, this Resolution. The Authorized Representatives of the Local Agency referred to above in Section 4 hereof are hereby designated as "Authorized Local Agency Representatives" under the Indenture. h~ the event that the Note or a portion thereof is secured by a Credit Instrument, any one of the Authorized Representatives of the Loca} Agency is hereby authorized and directed to }provide the Credit Provider and, if applicable, the Reserve Credit Provider, with any and all inlormation relating to the Local Agency as such Credit Provider or Reserve Credit Provider may reasonably request- U( )(.'SI.:~ 1 ?V60U I .) -1tJ9?9-'0~ JC6 -I S- Section 18. Proceedings Constitute Contract. The provisions of the Note and of this Resolution shall constitute a contract between the Local Agency and the registered owner of the i'vrote, and such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in ally court of competent jurisdiction, and steal] be irrepealable. The Credit Provider, if any, and the Reserve Credit Provider, if any, are third party beneficiaries of the provisions of this Resolution and the Note. Section 19. Limited I~iszbility. Notwithstanding anything to the contrary contained herein or in the Note or in any other document mentioned herein or related to the Note or to any Series of Bonds to which the Note may be assigned, the Local Agency shall not have any liability hereunder or by reason hereof or in connection tivith the transactions contemplated hereby except to the extent payable from moneys available therefor as set forth in Section 8 hereof. Section 20. Amendments. At any time or from time to time, the Loca] Agency may adopt one or more Supplemental Resolutions with the written consents of the Authority, the Credit Provider, if any, and the Reserve Credit Provider, if any, but without the necessity for consent of the owner of the Note or of the Bonds issued in connection with the Note for any one or more ofthe 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 li~~~itations and restrictions in this Resolution, other limitations and restrictions to be obser-~~ed by the Local Agency which arc not contrary to or inconsistent with this Resolution as theretofore in effect; (C) to confirm, as further assurance, any pledge under, and the subjection to any lien or pledge created or to be created by, this Resolution, of any monies, securities or funds, or to establish any additional fluids or accounts to be held under this Resolution; (D) to cure any ambiguity, supply any omission, or cure or correct any dcfec~. or inconsistent provision in this Resolution; or {E) to amend or supplement this Resoh~tion in any other respect; provided, however, that any such Suppluliental Resolution does not adversely affect the interests of the owners of the Note or of the Bonds issued in connection with tl7e Notes. Any modifications or amendment of this Resolution and of the rights and. obligations of the Local Agency aild of the owner of the Note or of the Bands issued in connection with the Note may be made by a Supplemental Resolution, with the written consents of the Authority, the Credit Provider, if any, and the Reserve Credit Provider, if any, and with the written consult of the owners of a[ least a majority in principal amount of the Note and of the Bonds issued in connection with the Note outstanding at the time such consent is given; providcci, however, that if such modification or amendment will, by its terms, not take effect so long as the Note or any Bonds issued in connection with the Note remain outstanding, the consu~t of the ownu-s of suc17 Note or of such Bonds shall not be reduired. No such -16- [)OC'SL:~ 1296v01.1 J09?9-?U~ 1('6 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 o~,vners of such ?vote or the owners of all the Bonds issued in connection with the Note,~or shall reduce the percentage of the Note or Bonds the consent of the otivners of which is required to effect any such modification or amendment, or shall change or modify any of the ri~~hts or obligations of the Tnistee without its written assent thereto. Section 21. Severabilit~~. In the event a~1y provision of this Resolution shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 22. Appointment of Bond Counsel. The law firm of Orrick, Herrington c~ Sutcliffe LLP, Los Angeles, California is hereby appointed as Boi1d Counsel for the Program. The Local Agency acknowledges that Bond Counsel regularly performs legal services for many private and public entities in connection with a wide variety of matters, and that Bond Counsel has represented, is representing or may i-7 the future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, financial and other consultants who may have a role or interest in the proposed financing or that may be involved with or adverse to Local Agency in this or some other matter. Given the special, limited role of Bond Counsel described above the Local Agency acknowledges thaC no conflict of interest exists or would exist, waives any conflict of interest that might appear to exist, and consents to any and all such relationships. Section 23. Appointment of Financial Advisor and Underwriter. Sutro ~~. Co. hlcorporated, Los Angeles, Califo~7~ia is hereby appointed as financial advisor Cor the Program. Morgan Stanley ~. Co. Inc., together with such co-~inderwriters, if any, idcntifred in the Purchase Contract, is hereby appointed as underwriter for the Program. Section 24. Effective Date. This Resolution shall take effect from and after its date ol-adoption. Section 25. Resolution Parameters. (A} Name of Local Agency: BUTTE COUNTY (B) Maximum Amount of Borrowing: T~t'ENTY MILLION DOLLARS (C} Authori-r_cd Representatives: T[TLE CAO 2. Assistant Treasurer 3. TreasurerlTax Collector -17- f)<X'tiLA I :Z969U1 I i'ASSED AND AllOP°TED by the Butte County F3o~~~rd of Supervisors this 27~~' dri_v of April 1999 by the following vote: AYES: Supervisors Beeler, F Iou.~, Jasiassen, Davis and Chair Dolan NOES: None ABSENT: None NOT VOTING: None f 1 -~ ~ -- ~T: iVF, i~C~LAN, Chair I3o'~rd of Supervisors ATTEST: JOHN S. BLACKI `~C_:h, C'hief Administrative Officer and Clerk of the Board of Supervisors . --.. 1 ' . -' Dept~t}'