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HomeMy WebLinkAboutReso 99-079 - Auth & Approve the Borrowing of Funds for Fiscal Yr 1999-2000; the issuance and sale of a 1999-2000 tax & Rev Anticipation Note . , e - y � � CITY OF REDDING LOCAL AGENCY RESOLUTION NUMBER l -� � RESOLUTION AUTHORIZING AND APPROVING THE BORROWING OF FUNDS FOR FISCAL YEAR 1999-2000; THE ISSUANCE AND SALE OF A 1999-2000 TAX AND REVENUE ANTICIPATION NOTE THEREFOR AND PARTICIPATION IN THE CALIFORNIA COM11�1UNITIES CASH FLOW FINANCING PROGRAM WHEREAS, local agencies are authorized by Section 53850 to 53858, both inclusive, of the Governme�lt Code of the State of California (the "Act") (being Article 7.6, Cha�ter 4, Part 1, Division 2, Title 5 of the Government Code) to borrow money by the issuance of teil�porary notes; WHEREAS, tlle le�islative body (the "Le�islative Body") of the local agency specified in Section 25 llereof (the "Local Agency") has determined that a sum (the "Principal Amo��nt"), not to exceed the Maximum Amount of Borrowing specified in Section 25 hereof, �vhich Principal Amount is to be confirmed and set in the Pricing Confirmation (as defined in Section 4 hereo�, is needed for the requirements of the Local Agency, to satisfy obligations of the Local Agency, and that it is necessary that said Principal Amount be borrowed for such purpose at this time by the issuance of a note therefor in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30, 2000 ("Fiscal Year 1999-2000"); � �VHEREAS, the Local Agency hereby determines to borrow, for the purposes set forth above, the Principal Amount by the issuance of the Note (as hereinafter defined); WHEREAS, it appears, and this Legislative Body hereby finds and detennines, that the Principal Amount, when added to the interest payable thereon, does not exceed eighty- five perce►lt (85%) of the estimated amount of the uncollected taxes, income, revenue (including, but not limited to, revenue from the state and federal governments), cash receipts and other moneys of the Local Agency attributable to Fiscal Year 1999-2000 and available for the payment of tile principal of the Note aild the interest tllereon; �VHEREAS, no money has heretofore been borro�ved by or on behalf of the Local Agency through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or payable from or secured by, taxes, income, revenue, cash receipts or other moneys for Fiscal Year 1999-2000; �VHEREAS, pursuant to Section 53856 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); �VHEREAS, the Local Agency has determined that it is in the best interests of � t11e Local Agency to participate in the California Communities Cash Flow Financing Program ,� � Cop}�right, 1/1/1999,Orrick, Herrington & Sutcliffe. All rights reserved. � DOCSLA I:?9920G.I '°�`j 40929-30i JC6 � , � • (tlle "Program"), �vhereby participating local agencies (collectively, the "Issuers") will simtiltaneously isstie tax and revenue anticipation notes; WHEREAS, the Program requires the participating Issuers to sell their tax and revenue anticipation notes to the California Statewide Communities Development Authority (the "Authority") pursuant to note purchase agreements (collectively, "Purchase Agreements"), each between such individual Issuer and the Authority, and dated as of the date of the Pricing Confirmation, a form of�vhich }las 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 Notes") and assign each note to a particular pool (the "Pool") and sell a series (the "Sei-ies") of bonds (the "Bonds") secured by each Pool pursuant to an indenture (the "Indenture") bet�veen the Authority and U.S. Trust Company, N.A., as trustee (the "Trustee"), each Series distinguished by whether or what type(s) of Credit Instniment(s) (as hereinafter defined) secure(s) such Series, by the principal amounts of the notes assigned to the Pool or by other factors, and the Local Agency hereby acknowledges and approves the discretion of the Authority to assign the Note to such Pool and such Indenture as the Authority may determine; WHEREAS, as additional security for the owners of each Series of Bonds, all or a portion of the payments by all of the Issuers of the notes assigned to such Series may or may not be secured (by virtue or in form of the Bonds, as indicated in the Pricing Confirmation, being secured in whole or in part) by an irrevocable letter (or letters) of credit or policy (or policies) of insurance or proceeds of a separate bond issue issued for such purpose (the "Reserve Fund") or other credit instniment (or instruments) (collectively, the "Credit Instrument") issued by the credit provider or credit providers designated in the Indenture, as finally executed (collectively, the "Credit Provider"), pursuant to a credit agreement or agreements or commitment letter or letters or, in the case of the Reserve Fund, an indenture (the "Reserve Indenture") (collectively, the "Credit Agreement") between (i) in the case of an irrevocable letter (or letters) of credit or policy (or policies) of insurance, the Authority and the respective Credit Provider and (ii) in the case of the Reserve Fund, the Autllority and U.S. Trust Company, 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 i►Idicated in the Pricing Confinnation, be secured by an irrevocable letter of credit or policy of instirance 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 Inde�lture as finally executed, such Reserve Credit Agreement being between the Authoriry and the Reserve Credit Provider; �t'HEREAS, the net proceeds of the Note may be invested by the Local Agency in Pernlitted 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; -2- DOCSLA I:'_9920G.1 �309?9-20�JC6 . ` • . �VHEREAS, as part of the Program each participating Issuer approves the Indenture, the alternative forms of Credit A�reements, if any, and the alternative forms of Reserve Credit Agreements, if any, in substantially the forms presented to the Legislative Body, . �vith 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 detern�ined and approved by delivery of the Pricing Confirmation; �VHEREAS, 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 sha(1 be payable from, among other sources, investment earnings on the Reseiti�e Fund and moneys in the Costs of Issuance Fund established and held under the Indenture), the Issuer's al(ocable share of all Predefault Obligations and the Issuer's Reimbursement Obligations, if any (each as defined in the Indenture); �VHEREAS, pursuant to the Program each participating Issuer will be respo�lsible 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, �vith respect to costs and fees of the Reserve Credit Provider, as may othei-�vise be provided in the Reserve Indenture); WHEREAS, pursuant to the Program, the under�vriter will submit an offer to the Authority to purchase, in the case of each Pool of Notes, the Series of Bonds which will be secured by the Indenture to �vhich such Pool will be assigned; �VHEREAS, it is necessary to engage the services of certain professionals to assist the Local Agency in its participation in the Program; NOW, THEREFORE, the Legislative Body hereby finds, determines, declares and resolves as follows: Section 1. Recitals. This Legislative Body hereby finds and deterniines that all the above recitals are true and correct. Section 2. Authorization of Issuance. This Legislative Body hereby detennines to borrow solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year 1999-2000, by the issuance of a note in the Principal Amount under Sections 53�50 et seq. of the Act, designated the Local Agency's "1999-2000 Tax and Revenue Anticipation Note" (tlie "Note"), to be issued in the form of one fully registered note at the Principal A�liount thereof, to be dated the date of its delivery to the initial purchaser thereof, to mature (���itllout option of prior redemption) not more than fifteen 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 if the maturity is more than twelve months from the date of issuance, payable on the interim payment date set forth in the Pricing Confirmation) and computed upon the basis of a 360-day year consisting of twelve 30-day months, at a rate not to e�ceed twelve percent (12%) per annum as deterniined in the Pricing Confirmation and indicated oi1 the face of the Note (the "Note Rate"). If the Series of Bonds issued in connection with the -3- DOCSI_:11:29920G.1 -30929-20i 106 . ' , � • • Note is secured in �vhole or in part by a Credit Instrument or such Credit Instrument (other than the Reserve Fund) secures the Note in whole or in part and all principal of and interest on the Note is not paid in full at maturity or if payment of principal of and/or interest on the Note is paid (in whole or in part) by a draw under, payment by or claim upon a Credit Instrument which dra�v, payment or claim is not fi�lly reimbursed on such date, such Note shall become a Defaulted Note (as defined in the Indenture), and the unpaid portion (including the interest component, if applicable) thereof(or the portion (including the interest component, if applicable) thereof with respect to �vhicll a Credit Instniment applies for which reimbursement on a draw, payment or claim has not been fully cnade) shall be deemed outstanding and shall continue to bear interest thereafter until paid at the Defau(t Rate (as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve Bonds issued to fund the Reserve Fund are secured by the Reserve Credit Instniment 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 s}lall become a Defaulted Reserve Note (as defined in the Indenture), and the unpaid poi-tion (inc(uding the interest component, if applicable) thereof (or portion (incl�iding the iiltei�est component, if applicable) with respect to which the Reserve Fund applies for wllich reimbursement o�1 a Drawing has not been fully made) shall be deemed outstanding and shall conti�lue to bear interest thereafter until paid at the Default Rate. If the Note or the Series of Bonds issued in connection �vith the Note is unsecured in whole or in part and the Note is not fully paid at maturity, the unpaid portion thereof (or the portion thereof to which no Credit Instrument applies which is unpaid) shall be deemed outstanding and shall continue to bear interest thereafter until paid at the Default Rate. In each case set forth in the preceding three sentences, the obligation of the Local Agency with respect to such Defaulted Note or unpaid Note shall not be a debt or liability of the Local Agency prohibited by Article XVI, Section 18 of the California Constitution and the Local Agency shall not be liable thereon except to the extent of any available revenues attributable to Fiscal Year 1999-2000, as provided in Section 8 hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured Percentage") shall be equal to the amount of the Credit Instrument divided by the aggregate amount of unpaid principal of and interest on the unpaid notes (or portions thereo� of all Isstiers, 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 Perce�ltage") shall be equal to tlle amount of the Reserve Credit Instrument divided by the aggregate amount of unpaid principal of and interest on such unpaid notes (or portions thereof, including the interest component, if applicable), expressed as a percentage (but not greater than 100%) as of the Reserve Principal Payment Date. Both the principal of and interest on the Note shall be payable in lawful money of the U�lited States of America. The principal of and interest on the Note at maturity shall be paid upon surrender of the Note at the corporate trust office of U.S. Trust Company, N.A. in Los Angeles, California. Tlle Note sllall be issued in conjunction with the note or notes of one or more other Issuers as part of the Program and �vithin the meaning of Section 53853 of the Act. Section 3. Form of Note. The Note shall be issued in fully registered forn� withotit coupoils 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 fornls to be filled in �vith appropriate �vords and figures. -4- DOCSLA I:'_99'_OG.I �109?9-_'0�JC6 . ' ' • • • Section 4. Sale of Note; Delegation. The Note shall be sold to the Authority pursuant to the Purchase Agreement. The form of the Purchase Agreement, including the form of the pricing confirmation supplement (the "Pricing Confirmation") set forth as Exhibit A thereto, presented to this meeting are hereby approved. The authorized representatives set forth in Section 25 hereof(the "Authorized Representatives") are each hereby authorized and directed to execute and deliver the Purchase Agreement in substantially said forni, with such changes thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced by his or her eXecution and delivery thereof; provided, however, that the Purchase A�reement shall not be effective and binding on the Local A�ency until the execution and delivery of the Pricing Confirnlation. The Authorized Representatives are each hereby further authorized aild directed to execute and deliver the Pricing Confirmation in substantially said form, �vitll sucll changes thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided, ho�vever, that t11e interest rate on the Note shall not eYceed twelve 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 e�ceed one percent (1.0%), and the Principal Amount shall not exceed the MaYimum Ai��oiint of Borro�vi�Ig. Delivery of an exec�ited copy of the Prici�lg Confirnzation by fax or telecopy shall be deemed effecti��e execution and delivery for all purposes. Section 5. Program Approval. The Pricing Confirmation shall indicate whether and �vhat type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply. The fornls of Indenture, alternative general types and forms of Credit Agreements, if any, and alternative general types and forms of Reserve Credit Agreements, if any, presented to this meeting are hereby acknowledged, and it is acknowledged that the Authority will execute and deliver the Indenture, one or more Credit Agreements, if applicable, and one or more Reserve Credit Agreements, if applicable, which shall be identified in the Pricing Confirn�ation, in stibstantially one or more of said forms with such changes therein as the Aiithorized Representative who executes the Pricing Confirmation shall require or approve (substarltially final fornls of the Indenture, the Credit Agreement and, if applicable, the Reserve Credit Agreement are to be delivered to the Authorized Representative conct�rrent with the Pricirl� Coilfirniation), such approval of the Authorized Representative and this Legislative Body to be conclusively evidenced by the execution of the Pricing Confirmation. If the. Credit Ayreeme►lt identified in the Pricing Confirmation is the Reserve Indenture, it is acknowledged tllat tlle Authority �vill issue the Reserve Bo11ds pursuant to and as provided in the Reserve Ir�denture as finally e�ecuted. Any one of the Authorized Representatives of the Local Agency is hereby authorized aild directed to provide tlle Financial Advisor or the underwriter with such inforn�ation relating to the Local Agency as the Financial Advisor or the underwriter shall reasonably request for inclusion in the Preliminary Official Statement and Official Statement of the Authority. Upon inclusion of the information relating to the Local Agency therein, the Prelill�inary Official Statement and Official Statement or such other offering document is, except for certaiil OI111SS1O11S pern�itted by Rule 15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), hereby deemed final �vithin the meaning of the Rule �vith respect to the Local Agency and any Authorized Representative of the Local Agency is authorized to execute a certificate to such effect. If, at any time prior to the end of the underwriting period, as defined in -5- DOCSLA I:'_9920G.1 -t09?9-'_0�JCG , • � the Rule, any event occurs as a result of �vhich the information contained in the Preliminary Official Statement or other offering document relating to the Local Agency might include an untrtie statement of a material fact or omit to state any material fact necessary to make the stateme�Its therein, in light of the circumstances under which they �vere made, not misleading, t(le Loca( Agency shall promptly notify the Financial Advisor and the underwriter. Subject to Section 8 hereof, the Local Agency hereby agrees that if the Note shall become a Defaulted Note, the unpaid portion (including the interest component, if applicable) tliereof or the portion (including the interest component, if applicable) to which a Credit Ii�strument applies for which full reimbursement on a draw, payment or claim has not been made by tl�e 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 �vith the Note, has been reimbursed for any drawings, payments or claims made under or from tiie Credit Instrument with respect to the Note, including interest accrued thereon, as provided ttierein and in the applicable Credit Agreement, and, (ii) the holders of the Note, or Series of the Bonds issued in connection with the Note, are paid the full principal amount represented by the unsecured portion of the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee. For purposes of clause (ii) of the preceding sentence, holders of the Series of Bonds will be deemed to have received such principal amount upon deposit of such moneys �vith the Trustee. Subject to Section 8 hereof, the Local Agency hereby agrees that if the Note shall becoi�ie a Defaulted Reserve Note, the unpaid portion (including the interest component, if applicable) thereof or the portion (including the interest component, if applicable) to which a Reserve Credit Instrument, if any, applies for which full reimbursement on a Drawing has not been made by the Reserve Principal Payment Date shall be deemed outstanding and shall not be deemed paid until (i) any Reserve Credit Provider providing a Reserve Credit Instrument with respect to the Reserve Bonds (against the Reserve Fund of which such Drawing was made) has beeil reimbursed for any Dra�ving or payment made under the Reserve Credit Instrument with respect to the Note, including interest accrued thereon, as provided therein and in the Reserve Credit Agreement, and (ii) the holders of the Note, or Series of Bonds issued in connection with the Note, are paid the full principal amount represented by the unsecured portion of the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee. For the purposes of clause (ii) of the preceding sentence, holders of the Series of Bonds will be deemed to have received such principal amount upon deposit of such moneys with the Trustee. The Local Agency agrees to pay or cause to be paid, in addition to the amounts payable under the Note, any fees or expenses of the Trustee and, to the extent permitted by law, i f 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 Instniment), any Predefault Obligations and Reimbursement Obligations (to the extent not payable under the Note), (i) arising out of an "Event of Default" hereunder (or pursuant to Sectio►i 7 hereo� or (ii) arising out of any other event (other than an event arising solely as a result of or otller�vise attributable to a default by any other Issuer). In the case described in (ii) above with respect to Predefault Obligations, the Local Agency shall owe only the percentage of -6- DOCSLA I:29920G.I 40929-20>JCG . ' ' � � � such fees, expenses and Predefault Obligations equal to the ratio of the principal amount of its Note over the aggregate principal amounts of all notes, including the Note, of the Series of which the Note is a part, at the time of original issuance of such Series. Such additional amounts �vill be paid by the Local Agency within twenty-five (25) days of receipt by the Local Agency of a bill therefor from the Trustee. Section 6. No 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, t}le 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 (�vhich shall include any fees and expenses in connection with any Credit Instrument (and tlle Reserve Credit I�Istrument, if any) applicable to the Note or Series of Bonds and the correspondin� Rese►-��e Bonds, if any) shall be deposited in the Costs of Issuance Fund held and invested by the Trustee under the Indenture and expended as directed by the Authority on costs of isstiance as provided in the Indenture. The balance of the moneys received from the sale of the Note to the Atithority shall be deposited in the Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held and invested by the Trustee under, the Indenture for the Local Agency and said monevs may be used and expended by the Local Agency for any purpose for �vhich it is authorized to use and expend moneys, upon requisition from the Proceeds Subaccount as specified in the Indenture. Amounts in the Proceeds Subaccount are hereby pledged to the payment of the Note. The Tnistee will not create subaccounts within the Proceeds Fund, but �vill keep records to account separately for proceeds of the Bonds allocable to the Local Agency's Note on deposit in the Proceeds Fund which shall constitute the Local Agency's Proceeds Stibaccount. Section 8. Source of Payment. (A) The principal amount of the Note, together with the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to, revenue from the state and federal govenunents), cash receipts and other moneys which are received by the Local Agency for the �eneral fimd of the Local Agency and are attributable to Fiscal Year 1999-2000 and �t�hich are available for payment thereof. As security for the payment of the principal of and interest on the Note, the Local Agency hereby pledges certain unrestricted revenues (as hereinafter provided, the "Pledged Revenues") which are received by the Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1999-2000, and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and sllall 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 �3556 and 53557 of the Act). The term "unrestricted revenues" shall mean all tates, 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 Agellcy attributable to Fiscal Year 1999-2000 and which are generally available for the payment of current expenses and other obligations of the Local Agency. The Noteholders, -7- DOCSL:\1:'_9�)?OG.I -109'_9-20�JCG , ' � � 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 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 Payment Account" (the "Payment Account") and further agrees and covenants to maintain the Payment Account until the payment of the principal of the Note and the interest thereon. Not�vithstanding the foregoing, if the Local Agency elects to have Note proceeds invested in Pern�itted Investments to be held by the Trustee pursuant to the Pricing Confirmation, a subaccount of the Payment Account (the "Payment Subaccount") shall be established for the Local Agency under the Indenture and proceeds credited to such account shall be pledged to the payment of the Note. The Trustee need not create a subaccount, but may keep a record to 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 tlle 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 amo�mt, if any, on deposit in the Payment Subaccount, is equal in the respective Repayment Months identified in the Pricing Confirmation to the percenta�e of the principal and interest due on the Note specified in the Pricing Confirmation. In making such transfer and deposit, the Local Agency shall not be required to physically segregate the amounts to be transferred to and deposited in the Payment Account from the Local Agency's other general fund moneys, but, not�vithstandin� 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 cizarge created herein. Any one of the Authorized Representatives of the Local Agency is hereby authorized to approve the deternzination of the Repayment Months and percentages of the principal and interest due on the Note required to be on deposit in the Payment Account and/or the Payment Subaccount in each Repayment Month, all as specified in the Pricing Confirn�ation, by executing and delivering the Pricing Confirmation, such execution and delivery to be conclusive evidence of approval by this Legislative Body and such Authorized Represelitative; provided, however, that the maYimum number of Repayment Months shall be six and the ma�imum amount of Pledged Revenues required to be deposited in each Repayment Month shall not exceed fifty percent (50%) of the aggregate principal and interest due on the Note. In t}ie event on the day in each such Repayment Month that a deposit to the Payment Account is required to be made, the Local Agency has not received sufficient unrestricted revenues to pern�it the deposit into the Payment Account of the full amount of Pledged Revenues to be deposited in the Payme�it Account from said unrestricted revenues in said month, then the amount of any deficiency shall be satisfied and made up from any other moneys of the Local Agency lawfully a��ailable for the payment of the principal of the Note and the interest thereon, as and �vhen such other moneys are received or are otherwise legally available. (B) Any moneys placed in the Payment Account or the Payment Subaccount shall be for the benefit of(i) the holder of the Note and the holders of Bonds issued in connection with the Notes, (ii) (to the extent provided in the Indenture) the Credit Provider, if any, and (iii) -8- DOCSLr11299'_OG.l 40929-20�JCG ' • � • (to the extent provided in the Indenture and, if applicable, the Credit Agreement) the Reserve Credit Provider, if any. The moneys in the Payment Account and the Payment Subaccount shall be applied only for the purposes for ���hich such Accounts are created until the principal of the Note and all interest thereon are paid or until provision has been made for the payment of the priilcipal of the Note at maturity with interest to maturity (in accordance with the requirements for defeasance of the Bonds as set forth in the Indenture) and, if applicable, (to the extent provided in the Indenture and, if applicable, the Credit Agreement) the payment of all Predefault Obligations and Reimbursement Obligations owing to the Credit Provider and, if applicable, the Reserve Credit Provider. (C) The Local Ageiicy hereby directs the Trustee to transfer on the Note Payment Deposit Date (as defined in the Indenture), any moneys in the Payment Subaccount to the Bond Payment Fund (as defined in the Indenture). In addition, on the Note Payment Deposit Date, the moneys in the Payment Account shall be transferred by the Local Agency to the Tnistee, to the extent necessary (after crediting any transfer pursuant to the preceding sentence), to pay the principal of and/or interest on the Note or to reimburse the Credit Provider for payments made under or pursuant to the Credit Instrument. In the event that moneys in the Payment Account and/or the Payment Subaccount are insufficient to pay the principal of and interest on the Note in full when due, such moneys shall be applied in the following priority: first to pay interest on the Note; second to pay principal of the Note; third to reimburse the Credit Provider for payment, if any, of interest with respect to the Note; fourth to reimburse the Credit Provider for payment, if any, of principal with respect to the Note; fifth to reimburse the Reserve Credit Provider, if any, for payment, if any, of interest with respect to the Note; sixth to reimburse the Reserve Credit Provider, if any, for payment, if any, of principal with respect to the Note; and seventh to pay any Reimbursement Obligations of the Local Agency and any of the Local Agency's pro rata share of Predefault Obligations owing to the Credit Provider and Reserve Credit Provider (if any) as applicable. Any moneys remaining in or accniing to the Payment Acco�mt and/or the Payment Subaccount after the principal of the Note and the interest thereon and any Predefault Obligations and Reimbursement Obligations, if applicable, have been paid, or provision for such payment has been made, shall be transferred to the general fund of the Local Agency, subject to any other disposition required by the Indenture, or, if applicable, tlle Credit Agreement. Nothing herein shall be deemed to relieve the Local Agency from its obligation to pay its Note in full on the Maturity Date. (D) Moneys in the Proceeds Subaccount and in the Payment Subaccount shall be invested by the Tnistee pursuant to the Indenture as directed by the Local Agency in Percnitted 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 or the Payment Subaccount. (E) At the written request of the Credit Provider, if any, or the Reserve Credit Provider, if any, the Local Agency shall, within ten (10) Business Days following the receipt of sticll �vritten reqtiest, file sucll report or reports to evidence the transfer to and deposit in the Payme►�t Account required by this Section 8 and provide such additional financial infornlation as may be required by the Credit Provider, if any, or the Reserve Credit Provider, if any. -9- DOCSLA 1:29920G.I d09Z9-20�JCG ' ' • • 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 exectite 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 countersig�l the Note by manual or facsimile signature. Said Authorized Representative of the Local Agency, is hereby authorized to cause the blank spaces of the Note to be filled in as may be appropriate pursuant to the Pricing Confirmation. The Authorized Representative is hereby authorized and directed to cause the Authority to assign the Note to the Trustee, pursuant to the ten��s and conditions of the Purchase Agreement, this Resolution and the Indenture. In case any Authorized Representative whose signature shall appear on any Note shall cease to be an Authorized Representative before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Note need not bear the seal of the Local Agency, if any. Section 10. Intentionallv Left Blank. This section has bee►i included to preserve the sequence of section numbers for cross-referencing purposes. Section 11. Representations and Covenants of the Local Agency. The Local A�ency makes the following representations for the benefit of the holder of the Note, the o�vners of the Bonds, the Credit Provider, if any, and the Reserve Credit Provider, if any: (A) The Local Agency is duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authority to (i) adopt this Resolution and perfonn its obligations thereunder, (ii) enter into and perform its obligations under tlie Purchase Agreement, and (iii) issue the Note and perform its obligations thereunder. (B) (i) Upon the issuance of the Note, the Local Agency shall have taken all action required to be taken by it to authorize the issuance and delivery of the Note and the perfonnance of its obli�ations thereunder, and (ii) the Local Agency has full legal right, power and authority to issue and deliver the Note. (C) The issuance of the Note, the adoption of the Resolution and the execution and delivery of the Purchase Agreement, and compliance with the provisions hereof and thereof do not conflict �vith, breach or violate any law, administrative regulation, court decree, resolution, charter, by-laws or other agreement to which the Local Agency is subject or by which it is bound. (D) Except as may be required under blue sky or other securities laws of any state or Section 3(a)(2) of the Securities Act of 1933, there is no consent, approval, authorization o►- other order of, or filing �vith, or certification by, any regulatory authority having jurisdiction over tl�e 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 Ave►lcy shall obtain or perform prior to or upon the issuance of the Note. (E) The Local Agency has (or will have prior to the issuance of the Note) duly, regularly and properly adopted a preliminary budget for Fiscal Year 1999-2000 setting -10- DOCSLA I:299206.I J0939-ZOiJC6 � • • • forth erpected revenues and expenditures and has complied with all statutory and regulatory requirements �vith respect to the adoption of such budget: The Local Agency hereby covenants that it shall (i) d�ily, reg�ilarly and properly prepare and adopt its final budget for Fiscal Year 1999-2000, (ii) provide to 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, reventie froi�l the state and federal governments), cash receipts, and other moneys to be i-eceived by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year 1999-?000, all of whicl� 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 kno�vledge of the Local A�ency, has never defaulted on any debt obligation. (H) The Local Agency's most recent audited financial statements present Iairly the (inancial 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 Agency since the date of such audited financial statements that will in the reasonable opinion of the Local Agency materially impair its ability to perform its obligations under this Resolution and the Note. The Local Agency agrees to ftirnish to the Authority, the Financial Advisor, the underwriter, the Trustee, the Credit Provider, if any, and the Reserve Credit Provider, if any, promptly, from time to time, such inforn�ation regarding the operations, financial condition and property of the Local Agency as such party may reasonably request. (I) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, arbitrator, governmental or other board, body or official, pending or, to tile best kno�vledge of the Local Agency, threatened against or affecting the Local Agency c�uestioiling 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 execiition, delivery or perfonnance 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 A�ency'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 �voiild 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 Indenttire, tlle Credit Agreement, if any, the Reserve Credit Agreement, if any, or this Resolutioil. -11- DOCSLA I:29920G.I -30929-20>JCG � ' � • (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 suc11 enforceability may be limited by bankruptcy or other laws affecting creditors' rights generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial discretion in appropriate cases and the limitations on legal remedies against local agencies, as applicable, in the State of California. (K). The Local Agency and its appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any, for the levy, receipt, collection and enforcement of the Pledged Revenues in accordance with law for carrying out the provisions of tliis Resolution and the Note. (L) The Local Agency shall not incur any indebtedness secured by a pledge of its Pled�ed Revenues e�nless such pledge is subordinate in all respects to the pledge of Pledged Re�enues 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 in accordance with provisions of the Credit Agreement, if any, the Reserve Credit Agreement, if any, and/or the Indenture, as applicable. Prior to the Maturity Date, moneys in the Local Agency's Payment Account and/or Payment Subaccount shall not be used to make stich payments. The Local Agency shall pay such amounts promptly upon receipt of notice from the Credit Provider or from the Reserve Credit Provider, if applicable, that such amounts are due to it. (N) So long as any Bonds issued in connection with the Notes are Outstanding, or any Predefault Obligation or Reimbursement Obligation is outstanding, the Local Agency will not create or suffer to be created any pledge of or lien on the Note other than the pledge and lien of the Indenture. Section 12. Tas 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 froii� gross income of the interest payable on the Note or Bonds under Section 103 of the Internal Revenue Code of 1986 (the "Code"). Without limiting the generality of the foregoing, the Local Agency shall not make any use of the proceeds of the Note or Bonds or any other funds of the Local Agency which �vould cause the Note or Bonds to be an "arbitrage bond" witlli�l 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 ta�ation becatise it is "federally guaranteed" as provided in Section 149(b) of the Code. The Local A�ency, �vitli 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. -12- DOCSI_;�I:29920G.I �109�9-30�JCG ' • � � • (B) The Local Agency hereby (i) represents that the aggregate face amount of a(l 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 1999, including the Note, is not reasonably expected to exceed $5,000,000; or, in the alternative, (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(�(4)(B) of the Code. (C) Not�ti�ithstanding any other provision of this Resolution to the contrary, upon the Local Agency's failure to observe, or refusal to comply with, the covenants contained in this Section 12, no one other than the holders or�former holders of the Note, the owners of the Bond, t11e Credit Provider, if any, the Reserve Credit Provider, if any, or the Trustee on their behalf shal( be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's failure to observe, or refusal to comply with, such covenants. (D) The covenants contained in this Section 12 shall survive the payment of the Note. Section 13. Events of Default and Remedies. 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 perforni any covenant, condition or agreement on its part to be observed or performed under this Resolution, for a period of fifteen (15) days after written notice, specifying such failure and requesting that it be remedied, is given to the Local Agency by the Trustee, the Credit Provider, if applicable, or the Reserve Credit Provider, if applicable, unless the Trustee and the Credit Provider or the Reserve Credit Provider, if applicable, sllall 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 coiitained in this Resolution or the Purchase A�reement (including the Pricing Confirn�ation) or in any requisition or any financial report delivered by the Local Agency or in any instrtiment 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 A�ency under any bankruptcy, reor�ai�izatio�l, anangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whetiler no�v or liereafter in effect and is not dismissed within 30 days after such filing, but tlle Trustee shall have the right to intervene in the proceedings prior to the �xpiration of such thirty (30) days to protect its and the Bond Owners' (or Noteholders') interests; -13- DOCSLA I:29920G.I -10929-20�JCG . � ' • • (E) The Local Agency files a petition in voluntary bankruptcy or seeking relief under any provision of any bankniptcy, 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 payin� its debts as such debts become due, or becomes insolvent or bankrupt or makes an assi�nment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or trustee) of the Local Agency or any of its property is appointed by court order or takes possession thereof and such order remains in effect or such possession continues for more than 30 days, but the Trustee shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect its and the Bond Owners' or Noteholders' interests. Whenever any Event of Default referred to in this Section 13 shall have happened and be continuing, the Trustee, as holder of the Note, shall, in addition to any other remedies provided herein or by law or under the Indenture, if applicable, have the right, at its option without anv further demand or notice, to take one or any combination of the following remedial steps: (1) Without declarinj 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 A�ency the same shall become immediately due and payable by the Local Agency without further notice or demand; and (2) Take �vllatever other action at law or in equity (except for acceleration of payment on the Note) which may appear necessary or desirable to collect the amounts then due and thereafter to become due hereunder and under the Note or to enforce any other of its rights hereunder. Not���ithstanding 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 tiie Credit Provider is subro�ated to rights under the Local Agency's Note, as long as the Credit Provider has not failed to comply with its payment obligations under the Credit Instrument, the Credit Provider shall have the right to direct the remedies upon any Event of Default hereunder, and, not withstanding the foregoing, if a Reserve Credit Instrument is applicable, as long as the Reserve Credit Provider has not failed to comply with its payment obligations under the Reserve Credit Agreement, the Reserve Credit Provider shall have the right (prior to the Credit Provider) to direct tlle remedies upon any Event of Default hereunder, in each case so long as such action will not materially adversely affect the rights of any Bond Owner, and the Credit Provider's and Reserve Credit Provider's (if any) prior consent shall be required to any remedial action proposed to be takell by the Trustee hereunder. If the Credit Provider is not reimbursed for any drawing, payment or claim, as applicable, used to pay principa( of and interest on the Note due to a default in payment on the Note by tlie Local Agency, or if any principal of or interest on the Note remains unpaid after the Maturity Date, the Note s11a11 be a Defaulted Note, the unpaid portion (including the interest component, if applicable) thereof or the portion (including the interest component, if applicable) -14- f)OCSL:\I:'_�)�)_'OG.I �309�9-?0�JCG ' ' � • to ��hich a Credit Instrument applies for �vhich reimbursement on a dra�,v, 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 tlle Credit Instrument is the Reserve Fund and the Reserve Bonds are secured by the Reserve Credit Instrument and all principal of and interest on the Note is not paid in full by the Reserve Principal Payment Date, the Defaulted Note shall become a Defaulted Reserve Notc and the unpaid portion (including the interest component, if applicable) thereof (or the portion thereof ��-ith respect to �vhich the Reserve Fund applies for which reimbursement on a Drawing has not been fully made) shall be deemed outstanding and shall bear interest at the Default Rate until the Local Agency's obligation on the Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof. Section 14. Trustee. The Local Agency hereby directs and authorizes the payment by tlle Trustee of t11e interest on and principal of the Note when such become due and payable, fC011l A[110Ui1t5 received by the Trustee from the Local Agency in the manner set forth herein. Tlle Local Agency hereby covenants to deposit funds in such account or fund, as applicable, at the time and in the amount specified herein to provide sufficient moneys to pay the principal of and interest on the Note on the Note Payment Deposit�Date. Payment of the Note shall be in accordance with the terms of the Note and this Resolution. Section 15. Sale of Note. The Note shall be sold to the Authority, in accordance with the tenns of the Purchase Agreement, hereinbefore approved, and issued payable to the Trustee, as assignee of the Authority. Section 16. Intentionally Left Blank. This section has been included to preserve the sequence of section numbers for cross-referencing purposes. Section 17. Approval of Actions. The aforementioned Authorized Representatives of the Local Agency are hereby authorized and directed to execute the Note and cause the Trustee to accept delivery of the Note, pursuant to the terms and conditions of the Purchase A�reement and the Indenture. All actions heretofore taken by the officers and agents of the Local Agency or this Legislative Body with respect to the sale and issuance of the Note and participation in the Program are hereby approved, confirmed and ratified and the Authorized Representatives and agents of the Local Agency are hereby authorized and directed, for and in the name and on behalf of the Local Agency, to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by, this Resolution. The Aiithorized Representatives of the Local Agency referred to above in Section 4 hereof are hereby designated as "Authorized Local Agency Representatives" under the Indenture. In the event that the Note or a portion thereof is secured by a Credit Instrument, any one of the Autllorized Representatives of the Local Agency is hereby authorized and directed to provide the Credit Provider and, if applicable, the Reserve Credit Provider, with any and all infonnation relating to the Local Agency as such Credit Provider or Reserve Credit Provider may reasonably request. -15- DOCSLA I:299206.1 -309_'9-20�JC6 � . . • • 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 o�vner of the Note, and such provisions shall be enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any court of competent jurisdiction, and shall be irrepealable. The Credit Provider, if any, and the Reserve Credit Provider, if any, are third party beneficiaries of the provisions of this Resolution and the Note. Section 19. Limited Liability. Notwithstanding anything to the contrary contaiiied 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 hereu►ider or by reason hereof or in connection with the transactions contemplated hereby except to the extent payable from moneys available therefor as set forth in Section 8 hereof. Section 20. Amendments. At any time or from time to time, the Local A�ency n�ay adopt one or more Supplemental Resolutions with the written consents of the Authority, the Credit Provider, if any, and the Reserve Credit Provider, if any, but without the necessity for consent of the owner of the Note or of the Bonds issued in connection with the Note for any one or more of the following purposes: (A) to add to the covenants and agreements of the Local Agency in this Resolution, other covenants and agreements to be observed by the Local Agency which are not contrarv to or inconsistent with this Resol�ition as theretofore in effect; (B) to add to the limitations and restrictions in this Resolution, other limitations and restrictions to be observed by the Local Agency which are not contrary to or inconsistent with this Resolution as theretofore in effect; (C) to confirnl, as fiirther assurance, any pledge under, and the subjection to airy lien or pledge created or to be created by, this Resolution, of any monies, securities or funds, or to establish a1ry additional funds or accounts to be held under this Resolution; (D) to cure ai�y ambiguity, supply any omission, or cure or correct any defect oi- inconsistent pi-ovisioil i�l this Resolution; or (E) to amend or supplement this Resolution in any other respect; provided, llo�vever, that any such Supplemental Resolution does not adversely affect the interests � of the o«�ners 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 obligatioils of the Local Agency and of the o�vner of the Note or of the Bonds issued in con�lection with the Note may be made by a Supplemental Resolution, with the written consents of the Aut}lority, the Credit Provider, if any, and the Reserve Credit Provider, if any, and with the �vritten consent of the owners of at least a majority in principal amount of the Note and of the Bonds issued in connection with the Note outstanding at the time such consent is given; provided, ho��ever, that if such modification or amendment will, by its terms, not take effect so long as the Note or any Bonds issued in connection with the Note remain outstanding, the consent of the owners of such Note or of such Bonds shall not be required. No .such -16- DOCSLA I:'_9920G.1 -109?9-20i JC6 � , � � 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 o�vners of all the Bonds issued in connection �vith the Note, or shall reduce the percentage of the Note or Bonds the consent of the owners of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of the Trustee without its written assent thereto. Section 21. Severability. In the event any provision of this Resolution shall be held im�alid 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 & Sutcliffe LLP, Los Angeles, California is hereby appointed as Bond Counsel for the Program. The Local Agency acknowledges that Bond Counsel regularly performs legal se�vices for many private and public entities in connection wit11 a wide variety of matters, and that Bond Counsel has represented, is representing or may in the fiiture represent other public entities, tulder�vriters, 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 that no conflict of interest exists or would e�ist, waives any conflict of interest that might appear to exist, and consents to any and all st►ch relationships. Section 23. Appointment of Financial Advisor and Underwriter. Sutro & Co. Incorporated, Los Angeles, California is hereby appointed as financial advisor for the Progranl. Morgan Stanley & Co. Inc., together with such co-underwriters, if any, identified in tlle P�u-chase Contract, is hereby appointed as underwriter for the Program. � Sec,tion 24. Effective Date. This Resolution shall take effect from and after its date of adoption. Section 2�. Resolution Parameters. (A) Nanie of Local Agency: CITY OF REDDING (B) Maximum Amount of Borro�ving: FOUR MILLION DOLLARS (C) Authorized Representatives: TITLE 1. City Manager 2. Assistant City Manager 3. Mayor -17- DOCSLA I:29920G.1 a0929-?0�JCG � ' � • City of Redding Resolution No. 99-79 of May 18, 1999 AYES: COUNCIL MEMBERS: Cibula, Kight, McGeorge, Pohlmeyer and Anderson NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None CITY OF REDDING gy; � Pr✓ ROBERT C. ANDERSON, Mayor Attest: �� Connie �trohmayer, C' erk Form Approved: � /�j :���' - l�/ `,�Z�v2�°- �,./--�. ,��— W. Leonard Wing , City Attorney -18- � � • EXHIBIT A [NAME OF LOCAL AGENCY] 1999-2000 TAX AND REVENUE ANTICIPATION NOTE, [SERIES _]*� Date of Interest Rate Maturity Date Ori�inal Issue REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS FOR VALUE RECEIVED, the Local Agency designated above (the "Local Agency"), ackno��ledges itself indebted to and promises to pay to the registered owner identified above, or registered assigns, on the maturity date set forth above, the principal sum specified above in la�vful money of the United States of America, and to pay interest thereon [on , 1999 and] at maturity at the rate of interest specified above (the "Note Rate"). Principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of private and public debts. Principal and interest at maturity shall be paid upon surrender hereof at the principal corporate trust office of U.S. Trust Company, N.A. in Los Angeles, California, or its successor in trust (the "Trustee"). Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months. Botll tl�e principal of and interest on this Note shall be payable only to the registered o�vner l�ereof as tlle same shall fall d�ie; provided, however, no interest shall be payable for any period after cl�aturity duriilg which tlle }lolder hereof fails to properly present this Note for payment. If tlie Local Agency fails to pay this Note when due or the Credit Provider (as defined in the Resolution hereinafter described and in that certain Indenture of Trust, dated as of 1, 1999 (the "Iildenture"), by and between the California Statewide Communities Development Authority and U.S. Tnist Company, N.A., as trustee), if any, is not reimbursed in full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution and the Indenture) to pay all or a portion (including the interest component, if applicable) of tllis Note on the date of such payment, this Note shall become a Defaulted Note (as defined in the Resolution and the Indenture and with the consequences set forth in the Resolutio►1 and the Indenture, including, without limitation, that this Note as a Defaulted Note (and any related reimbursement obligation with respect to a credit instrument) shall bear interest at the Default Rate, as defined in the Indenture). It is hereby certified, recited and declared that this Note represents the authorized issue of tlle Note in the aggregate principal amount authorized, executed and delivered pursuant to and by authority of certain resolutions of the Local Agency duly passed and adopted heretofore, under and by authority of Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1, Division 2, Title 5 of the California Government Code (collectively, the "Resolution"), to ��If more than one Series of Bonds is issued under the Program in Fiscal Year 1999-2000 and if the Note is pooled �vith notes issued by other Issuers (as defined in the Resolution). �ocsi.��i:z��zo�.i -�o��z�-�os�c� A-1 � � � all of the provisions and limitations,of which the owner of this Note, by acceptance hereof, assents and agrees. _ The principal of the Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1999-2000 and which are available for payment thereof. As security for the payment of the principal of and interest on the Note, the Local Agency has pledged the first amounts of unrestricted revenues of tl�e Local Agency received on the last day of and (and any amounts received thereafter attributable to Fiscal Year 1999-2000) until the amount on deposit in the Payment Account (as defined in the Resolution), together with available amounts, if any, on deposit in the Payment Subaccount (as defined in the Resolution) in each such month, is equal to the corresponding percenta�es of principal of and interest due on the Note as set forth in the Pricing Confirniation (as defined in the Resolution) (such pledged amounts being hereinafter called the "Pledged Revenues"), and the principal of the Note and the interest thereon shall constitute a first lien aild chai-ge thereon and shall be payable from the Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the Local Agency lawfully available tllerefor as set forth in the Resoltition. The fiill faith and credit of the Local Agency is not pledged to tlle payment of t}le principal of or interest on this Note. The Local Agency and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Local Agency and the Trustee shall not be affected by any notice to the contrary. �ocs�A�:z����zo�.i ao��z<�-�os�c� A-2 • • It is hereby certified that all of the conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by the Constitution and statutes of the State of California and that the amount of this Note, together with all other indebtedness of the Local Agency, does not exceed any limit prescribed by the Constitution or statutes of the State of California. IN WITNESS WHEREOF, the Legislative Body of the Local Agency has caused this Note to be executed by the manual or facsimile signature of a duly Authorized Representative of the Local Agency and countersigned by the manual or facsimile signature of the Secretary or Clerk of the Legislative Body as of the date of authentication set forth below. [NAME OF LOCAL AGENCY] By: Title: Countersigned By: Title DOCSLA I:�99'_OG.1 aom_��-�o��c� A-3 . . • • PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the "Purchase Agreement"), dated as of the purcllase date (the "Purchase Date") specified in EYhibit A attached hereto and made a part hereof, entered into by and between the signatory local agency designated in Exhibit A (the "Local Agency") and the California Statewide Communities Development Authority (the "Authority"), for tlie sale and delivery of the principal amount specified in Exhibit A of the Local Agency's 1999- 2000 Tax and Revenue Anticipation Note (the "Note") to be issued in conjunction with the notes of otl�er Issuers (as liereinafter defined) participating in the Program (as hereinafter defined), as detern�ined in the Pricing Confirmation (as hereinafter defined), pooled �vith notes of other Issuers and assi�ned to secure a series (the"Series") of bonds (the `Bonds") designated in Exhibit A; WITNESSETH: WHEREAS, local agencies are authorized by Sections 53850 to 53858, both inclusive, of the Government Code of the State of California(the "Act") (bein� Article 7.6, Chapter 4, Part l, Division 2, Title S .of the Government Code) to borrow money by the issuance of temporary notes; �VHEREAS, the legislative body of the Local Agency (the "Legislative Body") has heretofore adopted its resolution finding that the Local Agency needs to borrow funds in its fiscal year endin� June 30, 2000 ("Fiscal Year 1999-2000") in the principal amount set forth in Exhibit A and that it is necessary that said sum be borrowed at this time by the issuance of a note therefor in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by tlie Local Agency during or attributable to Fiscal Year 1999-2000; �VHEREAS, on the resolution date set forth in Exhibit A, the Local Agency adopted (as specified in Exhibit A) a resolution or resolutions (collectively or singularly, as applicable, the "Resolution") authorizing the issuance and sale of the Note in the name and on behalf of the Local A�ency; «'HEREAS, the Local A�ency has determined that it is in the best interests of the Local Agency to participate in the California Communities Cash Flow Financing Program (the "Progranl"), whereby participating local agencies (the "Issuers") will simultaneously issue tax and revenue anticipation promissory notes for purchase by the Authority; . �VHEREAS, under the Program, the Authority will form one or more pools of notes (the "Pooled Notes") and assign each note to a particular pool (the "Pool") and sell a Series of Bonds secured by each Pool pursuant to an indenture, dated as of July 1, 1999 (the "Indenture"), by and between the Authority and U.S. Trust Company,N.A. (the"Trustee"), and sell each such Series to Morgan Stanley & Co. Incorporated, as representative of the underwriters of the Program (collectively, the "Undenvriter"); �01999,Orrick, Herrington & SutcliCfe LLP. All rights reserved. UUCSL:\I:'_9�)3U8.1 �109?9-?(i5 1CG � • `VHEREAS, if so indicated in Exhibit A, the payment by the Local Agency of its Note �vill be secured in whole or in part (jointly, but not severally, with notes of the other participating Issuers assigned to the same Series of Bonds) by a letter of credit, policy of insurance, proceeds received from a separate bond issue issued by the Authority for such purpose (the "Reserve Fund") or other credit instrument (collectively, the "Credit Instrument") to be issued by the entity or entities designated in Exhibit A as the credit provider(the"Credit Provider"); �VHEREAS, such Credit Instrument may be issued pursuant to a reimbursement a�reement, commitment letter, indenture or other agreement (the "Credit Agreement") as identified in Exhibit A; �VHEREAS, in order to participate in the Pro�am, the Local Agency has agreed to be responsible for its share of the fees and expenses of the Trustee, and, if applicable, the Credit Provider and the costs of issuing the Bonds, and the costs, if applicable, of issuing the Credit Instniment, which anticipated fees, expenses and costs of issuance will be deducted from the purcllase price set forth in Exhibit A and which unanticipated fees, expenses and costs of issuance will be billed to the Local Agency as the same may arise; �VHEREAS, the costs of issuance which will be deducted from the purchase price set forth in EYhibit A for the Local Agency shall not exceed one percent (1%) of the principal amount of each Note; and WHEREAS, pursuant to the Program, the Authority is submitting this offer to purchase the Note pursuant to this Purchase Agreement; NO�V, THEREFORE, for good and valuable consideration the receipt and sufficiency of wllich is liereby acknowledged, the parties hereto agree as follows: Section 1. Obligation to Purchase. Upon the tenns and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Authority shall purcl�ase from the Local Agency, and the Local Agency shall sell to the Authority, the Note, as described l�erein and in the Resolution. Section 2. Purchase Price. The purchase price of the Note shall be the purc}�ase price set forth in the pricing confirmation attached hereto as Exhibit A (the "Pricing Confinnation"). The Note shall bear interest at an interest rate per annum set forth in the Pricing Confirn�ation, which is hereby agreed to by and between the Authority and the Local Agency by its duly authorized representative executing this Purchase Agreement on behalf of the Local Agency. Section 3. Adjustments to Principal Amount of Note and Purchase Price. Tl�e Autllority and the Local Agency hereby agree that the principal amount of the Note purcl�ased by t11e Autl�ority and sold to the Authority by the Local Agency pursuant to this Purchase Agreement may be reduced, as determined by the Authority and each Local Agency, based upon the advice of Orrick, Herrington & Sutcliffe LLP ("Bond Counsel"), in order that the ucx'si.:�i:����,zos.� .�o<r_��-�os�c� 2 . , • • proceeds produced from such sale of such Note will be an amount which will not be subject to either (i) yield restriction (in order for interest to be excluded from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) a rebate requirement (uilder Section 148 of the Code). The Authority and the Local Agency hereby further agree that the purchase price of the Note shall be reduced as a result of any reduction of the principal amount of the Note required by this section. Section 4. Deliverv of and Payment for the Note. The delivery of the Note (the "Closing") shall take place at 8:00 a.m., California time, on the closing date set forth in the Pricii�g Confirnlation or at such other time or date as may be mutually agreeable to the Local Agency, tlle Authority and the Underwriter, at the Los Angeles office of Orrick, Herrington & Sutcliffe LLP or such other place as the Local Agency, the Authority and the Underwriter shall mutualiy a�ree. At the Closing, the Local Agency shall cause the Note to be delivered to the Autllority, duly executed and authenticated, together with the other documents hereinafter me�ltioned, and the proceeds of the purchase price of the Note set forth in the Pricing Confirmation shall be deposited in an amount indicated in the Pricing Confirmation as the Deposit to Proceeds Fund which shall be held by the Trustee for the Local Agency and the remainder in the Costs of Issuance Fund held thereunder. If at any time prior to 90 days after the Closing Date, any event occurs as a result of �vhich information relating to the Local Agency included in the official statement of the Authority relating to the Series of Bonds to which the Note is assigned (the "Official Statement") contains an untnie statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the Authority and the Underwriter thereof, and if, in the opinioil of the Authority or the Underwriter, such event requires the preparation and publication of a stippleil�ent or amendment to the Official Statement, the Local Agency shall cooperate with the Authority and tlle Underivriter in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriter, and all reasonable expenses incurred thereby shall be paid by the Local Agency. Section 5. The Note. The Note shall be issued in substantially the form set fortll in tlle Resolution, without coupons in the full principal amount set forth in Exhibit A. Section 6. Representations and Warranties of the Local Agencv. The Local A�ency represents and warrants to the Authority and the Underwriter that: . (a) All representations and warranties set forth in the Resolution are true and correct on tlle date hereof and are made for the benefit of the Authority and the Underwriter as if set forth herein. (b) The information relating to the Local Agency included in the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact ilecessary to make the statements therein in light of the circumstance under which they were made not misleading. uc�cs i.n i:�����zos.� �o�����-�r�s icc, 3 . � � � (c) A copy of the Resolution has been delivered to the Authority and the Underwriter, and the Resolution will not be amended or repealed without the consent of the Authority and the Underwriter, which consent will not be unreasonably withheld. (d) The Local Agency acknowledges that the Authority is authorized to execute the Indenture, to assign the Note to the Trustee under the Indenture and to issue the Series of Bonds pursuant to the Indenture. (e) The Local Agency shall provide the required Payment Account Deposit Certification (upon a request therefor) in accordance with Section 5.06 of the Indenture. (� The Local Agency has not issued and will not issue any obli�ation or obligations, otller than the Note, to finance the working capital deficit for which the Note is being issued. Section 7. Conditions Precedent to the ClosinQ. Conditions precedent to the Closing are as follows: (a) The execution and delivery of the Note consistent with the Resolution. (b) Delivery of a legal opinion addressed to the Local Agency (with a reliance letter addressed to the Authority and the Underwriter), dated the date of closing of Bond Counsel �vitll respect to the validity of the Note in form and substance acceptable to the Authority and the Underwriter. (c) Delivery of a legal opinion, dated the date of Closing, of counsel to the Local Agency, �vith respect to the due authorization, execution and delivery of the Note, in form and stibstance acceptabfe to Bond Counsel. (d) Approval by the Credit Provider of the credit of the Local Agency and inclusion of the Local Agency's Note in the assignment, together with notes of other Issuers, to a Series of Bonds, to secure the Series of Bonds, which approval in the event the Credit Instrument is the Reserve Fund shall be evidenced by the issuance of an "SP-1+" rating with respect to the applicable Series of Bonds by Standard & Poor's Ratings Services. (e) Delivery of each certificate, document, instrument and opinion required by the agreement between the Authority and the Underwriter for the sale by the Authority and ptirchase by the Underwriter of the Series of Bonds to which the Pooled Note is assigned. . (� Delivery of such other certificates, instruments or opinions as Bond Counsel may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal, valid and binding nature tl�ereof or as may be required by the Credit Agreement, as well as compliance of all parties with the ternls and conditions thereof. txx�si.:�i:z��n?o5.� ao��z��-�o����� 4 , . • • Section 8. Events Permitting the Authoritv to Terminate. The Authority may tenz�inate its obligation to purchase the Note at any time before the Closing if any of the following occurs: (a) Any legislative, executive or regulatory action (including the introduction of legislation) or any court decision which, in the judgment of the Authority, casts sufficient doubt on the legality of obligations such as the Note, and the tax-exempt status of interest on obli�ations such as the Bonds, so as to impair materially the marketability or to reduce materially the market price of such obligations; (b) Any action by the Securities and Exchange Commission or a court which would require registration of the Note, the Bonds or any instrument securing the Note or Bonds iinder the Securities Act of 1933, as amended, in connection with the public offering thereof, or qualification of the Resolution or the Indenture under the Trust Indenture Act of 1939, as amended; (c) Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Atitliority, siibstantially impairs the ability of the Underwriter to market the Bonds; or (d) The Undei-writer terminates its obligation to purchase the Series of Bonds to which the Note is assigned pursuant to its agreement with the Authority for the purchase of such Series of Bonds. Neither the Underwriter nor the Authority shall be responsible for the payment of any fees, costs or expenses of the issuance, offering and sale of the Local Agency's Note except the Under�vriter shall be responsible for California Debt and Investment Advisory Commission fees and for its own internal costs. The fees, costs and expenses that are categorized in the "Costs of Issuance" definition in the Indenture shall be paid from. the Costs of Issuance Fund. The Local Agency sllall pay any additional costs attributable to it as set forth in the Resolution other than the fees, costs and expenses so payable from the applicable Costs of Issuance Fund. Section 9. Indemnification. To the extent permitted by law, the Local Agency agrees to indemnify and hold harmless the Authority and the Underwriter and each persoil, if any, who controls (within the meaning of Section 15 of the Securities Act of 1933, as ameilded, or of Section 20 of the Securities Act of 1934, as amended) the Authority or the Undenvriter, and the officers, directors, agents and employees of the Authority and the . Undenvriter against any and all losses, claims, damages, liabilities and expenses arising out of any statement or infonnation in the Preliminary Official Statement or in the Official Statement (otller tllan statements or information regarding an Issuer other than the Local Agency) that is untrue or incorrect in any material respect or the omission or alleged omission therefrom of any statement or information (other than statements or information regarding an Issuer other than the Local Age►icy) that sl�ould be stated therein or that is necessary to make the statements and infornlation therein not misleading in any material respect. i�c>c�si.:�i:�o��zos.i wnz��-�o;.ice 5 . , � • Section 10. Credit Agreement. The Local Agency shall comply with all lawful and proper requests of the Authority in order to enable the Authority to comply�vith all of the terms, conditions and covenants binding upon it under the Credit Agreement. Section 11. Notices. Any notices to be given to the Underwriter under the Purchase Agreement shall be given in writing to Morgan Stanley & Co. Incorporated, Attention: 555 California Street, Suite 2200, San Francisco, CA 94104. Any notices to be given to the Authority under the Purchase Agreement shall be given in writing to the Authority, 1100 "K" Street, Suite 101, Sacramento, CA 95814, Attention: Secretary. Any notices to be given to the Local Agency shall be given in writing to the address specified in Exhibit A. Section 12. No Assignment. The Purchase Agreement has been made by the Local Agency and the Authority, and no person other than the Local Agency and the Authority or tlleir successors or assi�ns and the Underwriter shall acquire or have any right under or by virtue of the Purchase Agreement. All of the representations, warranties and agreements contained in the Purchase Agreement shall survive the delivery of and payment by the Authority for the Note and any terniination of the Purchase Agreement. Section 13. Applicable Law. The Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. Section 14. Effectiveness. The Purchase Agreement shall become effective upon the execution hereof by the Authority and execution of the Pricing Confirmation by the Local Agency, and the Purchase Agreement, including the Pricing Confirmation, shall be valid, binding and enforceable from and after the time of such effectiveness. Section 15. Severabilitv. In the event any provision of the Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 16. Headin�s. Any headings preceding the text of several sections l�ereof shall be solely for convenience of reference and shall not constitute a part of this Agree�i�ent, nor shall they affect its meaning, construction or effect. oocs�.:�i:������05.� �o�����-�os�c� 6 • ! Section 17. Execution in Counterparts. This Purchase Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed by their duly authorized representatives as of the Purchase Date set forth in Exhibit A attached hereto and incorporated herein. CALIFORNIA STATEWIDE COMMLTNITIES DEVELOPMENT AUTHORITY By: Member of the Commission of the Authority uc)c'ti I.:1 I:'_9�12uS.I 1092�/-�0�JC6 7 . , � � EXHIBIT A Pricing Confirmation Supplement Local Agency: CITY OF REDDING Prici�ig Iiiforn►atio�t Principal Amount of Note: $ Interest Rate on Note: _% Re-Offering Yield: —% Purchase Price —% Default Rate: _% Purchase Price: $ Less: Cost of Issuance: % ( ) Credit Lnhancement: _% � ) Deposit to Note Proceeds Account: $ In�portairt Dntes Resol�ition Date of Local Agency: Purchase Date: Closing Date: Maturity Date: Interest Payment Date(s): � Note Payment Deposit Date: First Pledge Month Ending: $ Pledge Amount: —% Pledge Percentage: Second Pledge Month Ending: $ Pledge Amount: —% Pledge Percentage: . Investnrent Agreement Inforniation GIC Provider Long Term Ratings (S&P/Moody's) Short Term Credit Ratings (S&P/Moody's) Interest Rate on GIC —% DOCSLA 1:'_992U3.1 y09_'9-ZU>JCG A-1 _ , . . � � ' By initialing the box at the end of this paragraph, the undersigned Local Agency certifies that, in connection with the issuance of the Note under the Resolution and after reasonable inquiry, it is the reasonable expectation of the Local Agency that the aggregate amount of all tax-exempt obligations (excluding private activity bonds) issued or to be issued by the Local Agency during the 1999 calendar year, including the Note, all other notes and bonds, and all tax-e�tempt leases, executed or delivered during the 1999 calendar year will not exceed $5,000,000 (See Section 3.8 of the Certificate of the Local Agency if the Local Agency is unable to make this certification). � Investment Alternative - Initial the appropriate box relating to the investment of proceeds received from the issuance and delivery of the Local Agency's Note: Initial One Box Yes, the undersigned directs the Trustee to invest the proceeds received from the issuance and delivery of the Local Agency's Note in the Guaranteed Investment Yes � Contract described on page A-1. (Do not wire the proceeds as previously directed in Section 4.7 of the Certificate of the Local Agency.) No, do not invest the proceeds received from the issuance and delivery of tl�e Local Agency's Note in the Guaranteed Investment contract, wire the proceeds as directed in Section 4.7 of the Certificate of the Local No � Agency. 1N WITNESS WHEREOF, the Purchase Agreement, including this Pricing Coilfirniation, is agreed and accepted to on the Purchase Date set forth above. CITY OF REDDING � By: Authorized Representative ' Please ii�itial the box onlv if applicable to the Local Agency. n�csi_:�i:�����zos.�