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HomeMy WebLinkAboutCC Res 4525 1997-04-28 CITY OF SEAL BEACH LOCAL AGENCY RESOLUTION NUMBER~~ RESOLUTION AUTI-lORIZING AND APPROVING TIlE BORROWING OF FUNDS FOR FISCAL YEAR 1997-1998; TIlE ISSUANCE AND SALE OF A 1997-1998 TAX AND REVENUE ANTICIPATION NOTE TIIEREFOR AND PARTICIPATION IN TIlE CALIFORNIA COMMUNITIES CASH FLOW FINANCING PROGRAM I WHEREAS, local agencies are authorized by Section 53850 to 53858, both inclusive, of \he Government Code of the State of California (\he "Act") (being Article 7.6. Chapter 4, Part I, Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes; WIIEREAS, the legislalive body (\he "Legislative Body") of \he local agency specified in Section 2S hereof (\he "Local Agency") has determined thaI a sum (\he "Principal Amount"), nOllO exceed the Maximum Amount of Borrowing specified in Section 2S hereof, which Principal Amount is to be confirmed and set in the Pricing Confirmation (as defined in Section 4 hereof), is needed for the requiremenlS of \lIe Local Agency, to satisfy obligalions of the Local Agency, and \hat it is necessary that said Principal Amount be borrowed for such purpose al this time by the issuance of a note \herefor in anticipation of \he receipt of taxes, income, revenue, cash receiplS and other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to ilS fiscal year ending June 30, 1998 ("Fiscal Year 1997-1998"); WIIEREAS, \he Local Agency hereby determines to borrow, for \he purposes set forth above, the Principal Amount by the issuance of the Note (as hereinafter defined); WIIEREAS, it appears, and this Legislative Body hereby finds and determines, thaI the Principal Amount, when added to the interest payable \hereon, does not exceed eighty-five percent (85 'IIi) of the estimated amount of the uncollecled taxes, income, revenue (including, but not Iimiled to, revenue from \he state and federal governmenlS), cash rccciplS and other moneys of the Local Agency attributable to Fiscal Year 1997-1998 and available for the payment of the principal of the Note and \he interest thereon; I WHEREAS, no money has heretofore been borrowed by or on behalf of the Local Agency through the issuance of tax anticipation notes or temporary notes in anticipation of the receipt of, or payable from or secured by, taxes, income, revenue, cash receiplS or other moneys for Fiscal Year 1997-1998; WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received by the Local Agency during and attributable to Fiscal Year 1997-1998 can be pledged for \he payment of the principal of the Note and \he interest thereon (as hereinafter provided); WHEREAS, \he Local Agency has determined \hat it is in \he best intereslS of the Local Agency to participate in \he California Communities Cash Flow Financing Program (the "Program"), whereby participating local agencies (collectively, \he "Issuers") will simultaneously issue lax and revenue anticipalion notes; WImREAS, \he Program requires \he participaling Issuers 10 sell \heir lax and revenue anlicipalion notes 10 \he California Statewide Communities Development Authority (\he "Au\horily") pursuanl to note purchase agreemenlS (colleclively, "Purchase AgreemenlS"), each between such individual Issuer and \he Au\hority, and dated as of \he date of \he Pricing Confirmation, a form of which has been submitted to the Legislative Body; I WIIEREAS, the Authority, in consultation with Sutro & Co. Incorporated, as financial advisor for the Program (the "Financial Advisor"), will form one or more pools of nOles (\he "Pooled Notes") and assign each note 10 a parlicular pool (the "Pool") and sell a series (\he "Series") of bonds (\he "Bonds ") secured by each Pool pursuant to an indenlure (\he "Indenture") between \he Authorily and U.S. Trust Company of California, N.A., as trustee (the "Trustee"), each Series distinguished by whether or what Iype(s) of Credit Instrument(~) (as hereinafter defined) secure(s) such Series, by the principal I I I Resolution Number~~ amounls of \he nOles assigned to \he Pool or by olher factors, and the Local Agency hereby acknowledges and approves \he discretion of \he Au\hority 10 assign \he NOle to such Pool and such Indenture as \he Authority may determine; WHEREAS, as additional security for the owners of each Series of Bonds, all or a portion of \he payments by all of the Issuers of the notes assigned to such Series mayor 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 lelter (or lelters) of credil or policy (or policies) of insurance or proceeds of a separate bond issue issued for such purpose (the "Reserve Fund") or other credit inslrumenl (or instruments) (collectively, \he "Credit Instrument") issued by \he 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 lelters 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 leller (or lellers) of credit or policy (or policies) of insurance, the Authority and the respective Credit Provider and (ii) in the case of the Reserve Fund, the Authority and U.S. Trust Company of California, N .A" as lrustee of the Reserve Indenture (the "Reserve Trustee"); WlmREAS, if, as designaled in \he Pricing Confirmalion, the Credit InSlrument is \he Reserve Fund, bonds issued pursuant to the Reserve Indenture (\he "Reserve Bonds") may, as indicated in the Pricing Confirmation, be secured by an irrevocable letter of credit or policy of insurance or other credit instrument (\he "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 leller (\he "Reserve Credit Agreement") identified in the Reserve Indenture as finally executed, such Reserve Credit Agreement being between \he Au\hority and the Reserve Credit Provider; WlmREAS, the net proceeds of the Note may be invested by the Local Agency in Permilted Investments (as defined in the Indenture) or in any other investment permitted by the laws of \he State of California, as now in effect and as hereafter amended, modified or supplemented from lime to time; WHEREAS, as part of \he Program each participating Issuer approves \he Indenture, \he alternative forms of Credit Agreements, if any, and \he a1\ernative forms of Reserve Credit Agreements, if any, in substantially the forms presented to the Legislative Body, with the final form ofIndenture, type of Credit Inslrument 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 Pricing Confirmation; WHEREAS, pursuant to the Program each participating Issuer will be responsible for its share of (a) \he fees of the Trustee and the costs of issuing the applicable Series of Bonds, and (b), if applicable, the fees of \he Credit Provider, the fees of the Reserve Credit Provider (which shall be payable from, among o\her sources, investment earnings on the Reserve Fund and moneys in the Costs of Issuance Fund established and held under the Indenture), \he Issuer's allocable share of all Predefault Obligations and the Issuer's Reimbursemenl Obligations, if any (each as defined in the Indenture); WHERJ!;AS, pursuant to the Program each participating Issuer will be responsible for its share of \he fees of the Reserve Trustee and the costs of issuing \he applicable Series of Reserve Bonds, all such costs and fees being payable from \he proceeds of the applicable Series of Bonds (or, with respect to costs and fees of the Reserve Credit Provider, as may otherwise be provided in the Reserve Indenture); WIIEREAS, pursuant to \he Program, \he underwriler will submil an offer to \he Au\hority to purchase. in \he case of each Pool of NOles, \he Series of Bonds which will be secured by \he Indenture to which such Pool will be assigned; , WHEREAS, it is necessary to engage \he services of certain professionals 10 assisl\he Local Agency in ils participalion in \he Program; NOW, THEREFORE, the Legislative Body hereby finds, determines, declares and resolves as follows: Section 1. Recitals. This Legislative Body hereby finds and determines that all the above recitals are true and correct. Section 2. Authorization of Issuance, This Legislative Body hereby determines to borrow solely for the purpose of anticipating taxes. income. revenue, cash receipts and other moneys to Resolution NUmberf6 ~ be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year 1997-1998, by the issuance of a note in the Principal Amount under Sections 53850 g~. of the ACI, designated the Local Agency's "1997-1998 Tax and Revenue Anticipalion Note" (the "Note"), to be issued in the form of one fully registered note at the Principal Amount thereof, to be dated the date of its delivery to the initial purchaser thereof, to mature (without option of prior redemplion) nOI 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 in\eresl, payable at maturity (and if the maturiJy 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 exceed \en percent (10%) per annum as de\ermined in the Pricing Confirmation and indicated on the face of the Note (the "Note Rate"). If the Series of Bonds issued in connection with the NOle is secured in whole or in part by a Credit Instrument or such Credit Instrument (other than the Reserve Fund) secures the Note in whole or in part and all principal of and interest on the Note is not paid in full at maturity or 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 draw, payment or claim is not fully reimbursed on such date, such Note shall become a Defaulted Note (as defined in the Indenture), and the unpaid portion (including the interest component, if applicable) thereof (or the portion (including the interesl component, if applicable) thereof with respect to which a Credil Instrument applies for which reimbursement on a draw, payment or claim has not been fully made) shall be deemed oUlstanding and shall continue to bear interest thereafter until paid at the Default Rate (as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve Bonds issued to fund the Reserve Fund are secured by the Reserve Credit Instrument and a Drawing (as defined in the Indenture) pertaining 10 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 portion (including the interest component, if applicable) with respect to which the Reserve Fund applies for which reimbursement on a Drawing has nol been fully made} shall be deemed outstanding and shall continue to bear interest thereafter until paid at the Default Rale, If the Note or the Series of Bonds issued in connection with the NOle 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 10 such Defaulted Note or unpaid Note shall not be a debl or Iiabilily of the Local Agency prohibited by Article XVI, Section 18 of the California Conslitution and the Local Agency shall not be liable thereon except to the extent of any available revenues attributable to Fiscal Year 1997-1998, 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 amounl of the Credit Instrument divided by the aggregate amount of unpaid principal of and interest on the unpaid nOles (or portions thereof) of all Issuers, expressed as a percentage (but not greater than 100 %) as of the maturity date. The percentage of the Note to which the Reserve Credit Instrument, if any, applies (the "Secured Reserve Percentage") shall be equal to the amount of the Reserve Credit Instrument divided by the aggregate amount of unpaid principal of and interest on such unpaid notes (or portions thereof, including the in\erest component, if applicable), expressed as a percentage (but nOI 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 United States of America. The principal of and interest on the Note at maturity shall be paid upon surrender of tlle Note al the corporate trust office of U.S, Trust Company of California, N.A, in Los Angeles, California. . The Note shall be issued in conjunction with the note or noles of one or more other Issuers as parI of the Program and within the meaning of Seclion 53853 of the Act. Section 3. Form or Note. The Note shall be issued in fully registered form witholll coupons and sball be substantially in the form and subslance sel forth in Exhibit A as atlacbed hereto and by reference incorporaled herein, the blanks in said forms to be filled in with appropriate words and figures, Section 4. Sale or Note: De1C1!ation, 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 form, with such changes thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided, however, that the Purchase Agreement shall not be effective and binding on ~ I I I I I I Re.sol~tion Number~ the Local Agency until the execution and delivery of the Pricing Confirmalion. The Authorized Representalives are each hereby further authorized and direcled to execute and deliver the Pricing Confirmation in substantially said form, with such changes thereto as such Authorized Represenlative shall approve, such approval to be conclusively evidenced by his or her execution and delivery thereof; provided, however, that the interest rate on the Note shall not exceed ten percent (10%) per annum, the discount on the Note, when added to the Local Agency's share of the costs of issuance of the Bonds, shall not exceed one percent (1.0%), and the Principal Amount shall not exceed the Maximum Amount of Burrowing. Delivery uf an execuled copy of the Pricing Confirmation by fax or lelecopy shall be deemed effeclive execution and delivery for all purposes. Section 5. Prol!:ram ADDroval. The Pricing Confirmation shall indicate whether and what type of Credit Inslrument and, if applicable, Reserve Credit Instrument will apply, The forms of Indenture, alternative general types and forms of Credit Agreements, if any, and a1ternalive 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 Confirmalion, in subslantially one or more of said forms with such changes therein as the Authorized Representative who executes the Pricing Confirmalion shall require or approve (substantially final forms of the Indenture, the Credit Agreement and, if appl icable, the Reserve Credit Agreement are 10 be delivered to the Authorized Representative concurrent with the Pricing Confirmation), such approval of the Authorized Represenlalive and this Legislalive Body to be conclusively evidenced by the execulion of the Pricing Confirmation. If the Credil Agreement identified in the Pricing Confirmation is the Reserve Indenture, it is acknowledged that the Authority will issue Ihe Reserve Bonds pursuanl to and as provided in the Reserve Indenture l\!l finally executed. Anyone of the Authorized Representatives of the Local Agency is hereby authorized and directed 10 provide \lIe financial Advisor or the underwriter with such information relating 10 the Local Agency as Ihe financial Advisor or the underwriter shall reasonably request for inclusion in the Preliminary Official Slalemenl and Official Slatement of the Authority. Upon inclusion of the information relaling to the Local Agency therein, the Preliminary Official Statement and Official Slalement or such oilIer offering document is. excepl for cenain omissions permiued by Rule 15c2-12 of the Securities Exchange ACI of 1934, as amended (the "Rule"), hereby deemed final within the meaning of the Rule with respect to the Local Agency and any Authorized Representative of the Local Agency is authorized to execute a cenificate 10 such effect If, at any lime prior 10 the end of the underwriting period, as defined in the Rule, any event occurs as a resull of which the information contained in the Preliminary Official Statement or other offering document relating to the Local Agency might include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the financial Advisor and the underwriter. Subject to Section 8 hereof, the Local Agency hereby agrees thaI if the Note shall become a Defaulted NOle, the unpaid portion (including the interest component, if applicable) thereof or the ponion (including the interest component, if applicable) to which a Credit Insirument 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 cOMection with the Note, has been reimbursed for any drawings, payments or claims made under or from the Credit Instrument with respect to the NOle, including interest accrued thereon, as provided therein ,and in the applicable Credit Agreement, and, (ii) the holders of the NOle, or Series of the Bonds issued in connection with the Note, are paid the full principal amount represented by the unsecured ponion of the NOle plus interest accrued thereon (calculated al the Default Rate) to th~ dale of deposit of such aggregate required amount with the Trustee. for purposes of clause (ii) of the preceding senlence, holders of the Series of Bonds will be deemed 10 have received such principal amount upon deposil of such moneys with the Truslee. Subjecl to Section 8 hereof, the Local Agency hereby agrees III at if the Note shall become a Defaulted Reserve Note, the unpaid ponion (including the interest component, if applicable) thereof or the ponion (including the interest component, if applicable) to which a Reserve Credit Instrument, if any, applies for which full reimbursement on a Drawing has not been made by the Reserve Principal Payment Date shall be deemed outstanding and shall not be deemed paid until (i) any Reserve Credit Provider providing a Reserve Credit Instrument with respect to the Reserve Bonds (against the Reserve fund of which such Drawing was made) has been reimbursed for any Drawing or paymenl made under the Reserve Credit Instrument with respect to the Note, including interest accrued thereon, as provided Resolution Number~:J.~ Ulerein and in Ule Reserve Credit Agreement, and (ii) the holders of the Note, or Series of Bonds issued in connection wilh the Note, are paid the full principal amount represented by Ihe unsecured portion of the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount wilh the Trustee. For the purposes of clause (ii) of Ihe preceding senlence, holders of the Series of Bonds will be deemed to have received such principal amount upon deposil of such moneys with Ihe Trustee. The Local Agency agrees to payor cause to be paid, in addition to Ihe amounts payable under the Nole, any fees or expenses of Ihe Trustee and, 10 the extent permitted by law, if Ihe Local I Agency's Note is secured in whole or in part by a Credit Instrument and, if applicable, a Reserve Credit Instrument (by virtue of the fact that the Series of Bonds is secured by a Credit Instrument and, if applicable, Reserve Bonds are secured by a Reserve Credit Instrument), any Predefault Obligations and Reimbursement Obligations (to the extent nOI payable under the Note), (i) arising out of an "Event of Default" hereunder (or pursuant to Section 7 hereof) or (ii) arising out of any other event (other than an event arising solely as a result of or otherwise attributable 10 a default by any olher Issuer). In Ihe case described in (ii) above wilh respect to Predefault Obligations, Ihe Local Agency shall owe only the percentage of such fees, expenses and Predefault Obligations equal to the ratio of the principal amount of ilS Note over the aggregate principal amounlS of all notes, including Ihe Note, of Ihe Series of which Ihe Note is a part, at the time of original issuance of such Series. Such additional amounts will be paid by the Local Agency within twenty-five (25) days of receipt by the Local Agency of a bill therefor from Ihe Trustee. Section 6. No .Toint Oblil!.alion. 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 10 make paymenls on or in respect 10 ilS Note is a several and not a joint obligation and is strictly Iimiled 10 the Local Agency's repayment obligation under this Resolution and Ihe NOle. Section 7. DisDosilion of Proceeds of Note. A portion of Ule moneys received from Ihe sale of the Note in an amount equal to the Local Agency's share of the COSIS of issuance (which shall include any fees and expenses in connection with any Credil Inslrument (and the Reserve Credit Inslrument, if any) applicable to Ihe Note or Series of Bonds and the corresponding Reserve Bonds, if any) shall be deposited in the COSIS of Issuance Fund held and invested by the Trustee under the I Indenture and expended as directed by the Aulhority on COSIS of issuance as provided in Ihe 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 Subaccounl hereby aulhorized 10 be created pursuant to, and held and invested by the Trustee under, the Indenture for the Local Agency and said moneys may be used and expended by the Local Agency for any purpose for which it is authorized to use and expend moneys, upon requisition from Ihe Proceeds Subaccount as specified in the Indenlure. AmounlS in the Proceeds Subaccount are hereby pledged to the payment of Ihe Note. The Trustee will not create subaccounts within Ihe Proceeds Fund, but will 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 constilute the Local Agency's Proceeds Subaccount. Section 8. Source of Pavmcnl, (A) The principal amount of the Note, logether wilh the interest thereon, shall be payable from taxes, income, revenue (including, but not limited to, revenue from Ihe state and federal governmenlS), cash receiplS and olher moneys which are received by Ihe Local Agency for Ihe general fund of Ihe Local Agency and are allribuJable to Fiscal Year 1997- 1 998 and which are available for paymem thereof, As security for the payment of Ihe principal of and in\erest on Ihe Note, the Local Agency hereby pledges certain unrestricted revenues (as hereinafter provided, Ihe "Pledged Revenues") which are received by Ihe Local Agency for Ihe general fund of the Local Agency and are allribulable to Fiscal Year 1997-1998, and the principal of the Note and Ihe interesllhereon shall conslitule a first lien and charge Ihereon and shall be payable from the first moneys received by the Local Agency from I 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 p{ovided for in Sections 53856 and 53857 of the Act). The term "unrestricted revenues" shall mean all taxes, income, revenue (including, but not limited 10, revenue from the state and federal governments), cash receipts, and olher moneys, intended as receipts for the general fund of Ihe Local Agency attributable 10 Fiscal Year 1997-1998 and which are generally available for Ihe paymem of current expenses and olher obligalions of the Local Agency. The Noteholders, Bondholders, Credit Provider and, if applicable, the Reserve Credit Provider shall have a firSI lien and charge on such certain IInreslricted revenue.~ as hereinafter provided which are received by Ihe Local Agency and are attribuJable to Fiscal Year 1997-1998. I I I Resolution Number ~~~~ In order 10 effect \he pledge referenced in \he preceding paragraph, the Local Agency hereby agrees and covenanls 10 eSlablish and maintain a special accounl wi\hin the Local Agency's general fund to be designated the" 1997-1998 Tax and Revenue Anticipation Note Paymelll Account" (the "Payment Account") and further agrees and covenants 10 maintain \he Payment Account until the payment of the principal of \he Note and the interesl thereon. NOlwithslanding the foregoing, if the Local Agency elects to have Note proceeds invested in Permilled Investmenls 10 be held by Ihe Truslee pursuant to the Pricing Confirmalion, a subaccounl of \he Paymenl Account (the "Payment Subaccounl") shall be established for the Local Agency under \he Indenlure and proceeds crediled to such account shall be pledged to the payment of the Note, The Truslee 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 constilule 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 Accounl the first amounls received in the months specified in the Pricing Confirmation as Repayment Mon\hs (each individual mon\h a "Repayment Month" and colleclively "Repayment Months") (and any amounlS received \hereafter attributable 10 Fiscal Year 1997-1998) until the anlount on deposit in the Payment Account, together with the amount, if any, on deposit in the Payment Subaccount, is equal in the respective Repayment Months identified in \he Pricing Confirmation 10 1I1e percentage of the principal and interest due on the Note specified in the Pricing Confirmation. In making such Iransfer and deposil, \he Local Agency shall not be required 10 physically segregale \he amounls to be transferred to and deposited in \he Paymenl Account from the Local Agency's other general fund moneys, bUI, notwithstanding any commingling of funds for investment or other purposes, the amounts required to be transferred 10 and deposited in the Payment Account shall nevertheless be subjecllo \he lien and charge crealed herein. Anyone of the AulllOrized Representatives of 1I1e Local Agency is hereby au\horized 10 approve U,e dctermination of \he Repaymcnl Mon\hs and percentages of \he principal and interest due on \he Note required to be on deposil in the Payment Account and/or the Payment Subaccount in each Rcpaymcnl Mon\h, all as specified in the Pricing Confirmation, by execuling and dclivcring \he Pricing Gonfirmalion, such execution and delivery to be conclusive evidence of approval by \his Legislativc Dody and such Au\horized Rcpresentative; provided, however, \hat 1I1e maximum number of Repaymenl J\.ton\hs shall be six and the maximum amount of Pledged Revcnues 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 1I1e event on the day in each such Repayment Month that a deposit to the Payment Accounl is required to be made, the Local Agency has nOI received sufficient unrestricted revenues to permit the deposit into 1I1e Paymcnt Account of the full amount of Pledged Rcvenues 10 be deposited in the Payment Account from said unrestricted revenues in said month! then lite amount of any deficiency shall be satisfied and made up from any other moneys of \he Local Agency lawfully availablc for \he payment of 1I1e principal of thc Notc and 1I1e intcrest thereon, as and whcn such o\hcr moncys are received or are o\herwise legally available. (D) Any moneys placed in the Paymenl Aceount or the Paymenl Subaccount shall be for the benefil of (i) UIC holder of \he Nole and \he holders of Donds issued in conneclion wi\h the Notes, (ii) (to 1Ile extent provided in the Indenlure) the Credit Provider, if any, and (iii) (to \he extent provided in 1I1e Indenture and, if applicable, the Credit Agreement) the Reserve Credit Provider, if any. The moneys in Ihe Payment Accounl and \he Payment Subaccount shall be applied only for the purposes for which such Accounls are created until the principal of 1Ile Note and all interest \hereon are paid or until Il/ovision has been made for \he payment of \he principal of \he Note at maturity wi\h inlerestlO malurity (in accordance willI \he requiremenls for defeasance of 1I1e Bonds as set forth in 1I1e Indenture) and, if applicable, (10 1I1e eXlenl provided in the Indenture amI, if applicable, 1Ile Credit Agreement) \he paymenl of all Predefaull Obligalions and Reimbursement Obligalions owing to 1I1e Credit I'ro\'ider and, if applicable, 1Ile Reserve Credil Provider, (C) The Local Agency hereby directs the Trustee to Iransfer on 1I1e Note Payment Deposit Dale (as defined in the Indenture), any moneys in 1I1e Payment Subaccounllo \he Dond Paymenl Fund (as defined in 1I1e Indenture). In addition, on 1Ile Note Paymenl Deposil Dale, the moneys in lhe Payment Account shall be Iransferred by 1I1e Local Agency to the Trustee, to \he extenl necessary (after crediting any transfer pursuanllo the preceding sentence), to pay \he principal of and/or interest on \he Note or 10 reimburse \he Credil Provider for payments made under or pursuant 10 the Credit Instrument. In the evelllllmt moneys in 1I1e Payment Account and/or 1I1e Payment Subaccounl are insufficient 10 pay 1Ile principal of and inlcrest on the Note in full when due, such moneys shall be applied in 1I1c following priority: fimto pay interest on the NOle; second to pay principal of \he Note; \hiI'd to reimburse Ihe Credil Providcr for payment, if any, of interest with respect 10 1I1e Note; fourlllto reimburse \he Credit Provider for payment, if any, of principal with respeclto 1I1e Note; fiftIl to reimburse the Reserve Credit Provider, if any, for payment, if any, of inlerest with respect to 1Ile Note; sixth to reimburse the Reserve Credit Provider, if any, for paymelll, if any, of principal willI respect 10 lite Note; and seventh 10 pay Resolution Number ~~ any Reimbursement Obligations of the Local Agency and any of the Local Agency's pro rala share of Predefault Obligations owing to the Credit Provider and Reserve Credit Provider (if any) as applicable. Any moneys remaining in or accruing to the Payment Account and/or the Payment Subaccount after the principal of the Note and the interest thereon and any Predefault Obligalions and Reimbursement Obligations, if applicable, have been paid, or provision for such payment has been made, shall be transferred 10 the general fund of the Local Agency, subjecl to any other disposition required by the Indenlure, or, if applicable, the Credit Agreement. Nothing herein shall be deemed to relieve the Local Agency from its obligation to pay its Note in full on the Malurily Date. I (0) Moneys in the Proceeds Subaccount and in the Payment Subaccount shall be invesled by the Trustee pursuant to the Indenlure as directed by the Local Agency in Permitted Inveslments 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 10 be relieved of any of its obligations with respect to the NOle, the Predefault Obligations or Reimbursement Obligations, jf any, by reason of such investment of the moneys in its Proceeds Subaccounl o'r the Payment Subaccount, (E) At the written request of the Credit Provider, if any, or the 'Reserve Credit Provider, if any, the Local Agency shall, within ten (10) Business Days following the receipt of such written request, file such report or reports to evidence the transfer to and deposit in the Payment Account required by this Section 8 and provide such additional financial information as may be required b}' the Credit Provider, if any, or the Reserve Credil Provider, if any. Section 9. Execution or Note, Anyone of the Authorized Representalives of Ihe Local Agency or any other officer designated by the Legislative Body shall be authorized to execute the Nole by manual or facsimile signalure and the Secrelary 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 signalure. 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 Represenlalive is hereby authorized and direcled to cause the Authority to assign the Note to the Trustee, pursuant 10 the terms and conditions of the Purchase Agreement, this Resolution and the I Indenture. In case any Authorized Representative whose signalure shall appear on any Note shall cease 10 be an Authorized Represenlalive before the delivery of such NOle, such signalure 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 Len Blank, This section has been included to preserve the sequence of section numbers for cross-referencing purposes. Section 11. Reoresenlations and Covenants or the Local A2encv, The Local Agency makes the following representations for Ille benefit of the holder of the Note, the owners of the Bonds, the Credit Provider, if any, and the Reserve Credil Provider, if any: (A) The Local Agency is duly organized and existing under and by virtue of the laws of the Slate of California and has all necessary power and authority to (i) adopt this Resolution and perform its obi igalions thereunder, (ii) enler into and perform its obligations under the Purchase Agreement, and (Iii) issue the Note and perform its obligalions thereunder. (B) (i) Upon the issuance of the Note, the Local Agency shall have taken all action required to be laken by illo authorize the issuance and delivery of the Note and the performance of its obligalions thereunder, and (ii) the Local Agency has full legal right, power and authorily 10 issue and deliver the NOle. (C) The issuance of the Note, the adoption of the Resolulion and the execulion and I delivery of the Purchase Agreemenl, and compliance with the provisions hereof and thereof do not conflict willI, 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. (0) Except as may be required under blue skY or other securities laws of any state or Section 3(a)(2) of the Securities Act of 1933, there is no consent, approval, authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Local Agency required for the issuance and sale of the Note or the consummation by the Local Agency of the other transaclions contemplated by this Resolution, excepl those the Local Agency shall obtain or perform prior to or upon the issuance of the Note, I I I Resolution Number~~~ (E) The Local Agency has (or will have prior to the issuance of the Note) duly, regularly and properly adopJed a prelimimiry budget for Fiscal Year 1997-1998 setting forth expecled revenues and expenditures and has complied with all statulory and regulatory requirements with respect to the adoption of such budget. The Local Agency hereby covenanlS that il shall (i) duly, regularly and properly prepare and adopt its final budget for Fiscal Year 1997-1998, (ii) provide to the Trustee, the Credit Provider, if. any, the Reserve Credit Provider, if any, and the Financial Advisor and the underwriler, promptly upon adoption, copies of such final budget and of any subsequent revisions, modifications or amendments thereto and (Hi) 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 estimaled amounts of the Local Agency's uncollected taxes, income, revenue (including, but not limited to, revenue from the stale and federal governments), cash receipts, and other moneys to be received by the Local Agency for the general fund of the Local Agency allributable to Fiscal Year 1997-1998, all of which will be legally available to pay principal of and interest on the Note. (G) The Local Agency (i) has nOI defaulled within the past twenty (20) years, and is nOI currently in default, on any debl obligation and (ii), to the best knowledge of the Local Agency, has ncver defaulted on any debt obligation. (H) The Local Agency's most recent audited financial slatements presenl fairly the financial condilion of the Local Agency as of the date thereof and the results of operation for the period covered thereby. Excepl as has been disclosed to the Financial Advisor and the underwriter, the Credil Provider, if any, and the Reserve Credit Provider, if any, there has been no change in the financial condilion 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 abilily to perform its obligations under this Resolution and the Note. The Local Agency agrees to furnish 10 the Authorily, the Financial Advisor, the underwriter, the Trustee, the Credit Provider, if any, and the Reserve Credit Provider, if any, promptly, from time 10 time, such information regarding the operations, financial condition and property of the Local Agency as such party may reasonably request. (l) There is no action, suit, proceeding, inquiry or investigation, at law or in equily, before or by any court, arbitrator, governmental or other board, body or official, pending or, 10 the besl knowledge of the Local Agency, threatened against or affecting the Local Agency questioning the validity of any proceeding taken or to be taken by the Local Agency in connection with the Note, the Purchase Agreement, the Indenture, the Credil Agreemenl, if any, the Reserve Credit Agreement, if any, or this Resolulion, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the Local Agency of any of the foregoing, or wherein an unfavorable decision, ruling or finding would have a materially adverse effect on the Local Agency's financial condition or results of operations or on the ability of the Local Agency to conduct its activities as presently conducted or as proposed or contemplated 10 be conducted, or would materially adversely affect the validily or enforceabilily of, or the authorily or abilily of the Local Agency to perform its obi igations under, the Note, the Purchase Agreement, the Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this Resolution. (J) Upon issuance of the Note and execution of the Purchase Contract, this Resolulion, the Purchase Contract and the NOle will constitute legal, valid and binding agreements of the Local Agency, enforceable in accordance with their respeclive terms, except as such enforceability may be limited by bankruplcy or other laws affecting creditors' rights generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial discrelion in appropriate cases and the fimilations on legal remedies againsllocal agencies, as applicable, in the Slate 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 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 10 the pledge of Pledged Revenues hereunder. (M) So long as the Credit Provider, if any, is not in payment default under tile Credil Inslrument or the Reserve Credit Provider, if any, is not in default under the corresponding Reserve Credit Agreemenl, Ihe Local Agency hereby agrees to pay ils pro rata share of all Predefault Obligations and all Reimbursement Obligalions allribulable 10 the Local Agency in accordance with provisions of Ihc Resolution Number ~.1"" Credil 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 Subaccounl shall not be used to make such paymenlS, The Local Agency shall pay such amounts promptly upon receipt of notice from the Credit Provider or from the Reserve Credit Provider, if applicable, thaI such amounlS are due to it. (N) So long as any Bonds issued in connection with the NOles are Outslanding, or any Predefault Obligation or Reimbursement Obligation is outstanding, the Local Agency will not create or ~uffer to be created any pledge of or lien on the Note other than the pledge and lien of the Indenture, Section 12. Tax Covenants. (A) The Local Agency shall nOI take any action or fail to lake any action if such action or failure 10 take such action would adversely affect the exclusion from gross income of the interest payable on the Note or Bonds under Section 103 of the Internal Revenue Code of 1986 (the "Code"). Withoullimiling 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 would cause the NOle or Bonds 10 be an "arbitrage bond" within the meaning of Section 148 of the Code, a "privale activity bond" within the meaning of Section 141(a) of the Code, or an obligation the inlerest on which is subject to federal income taxation because it is "federally guaranteed" as provided in Section 149(b) of the Code. The Local Agency, with respect to the proceeds of the Note, will comply with all requirements of such sections of the Code and all regulations of the United States Department of the Treasury issued or applicable thereunder to the extent that such requirements are, at the time, applicable and in effect, (B) The Local Agency hereby (i) represenlS that the aggregate face amount of all tax- exempt obligations (including any lax-exempt leases, but excluding privale activity bonds), issued and to be issued by the Local Agency during calendar year 1997, including the Note, is not reasonably expected to exceed $5,000,000; or (ii) covenanlS 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 10 satisfy the requirements of Section 148(f)(4)(B) of the Code, (C) Notwithslanding any other provision of this Resolution to the contrary, upon the Local Agency's failure 10 observe, or refusal 10 comply with, the covenanlS conlained in this Seclion 12, no one other than the holders or former holders of the Note, the owners of the Bond, the Credit Provider, if any, the Reserve Credit Provider, if any, or the Trustee on their behalf shall be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's failure to observe, or refusal 10 comply with, such covenanlS. (0) The covenanlS 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 10 conslitule an "Event of Default": (A) Failure by the Local Agency to make or cause to be made the transfers and deposilS \0 the Payment Accounl, or any other paymenl required to be paid hereunder, including paymenl of principal and in\erest on the Note, on or before the dale on which such Iransfer, deposit or other paymenl is due and payable; I I (B) Failure by the Local Agency to observe and perform any covenanl, condition or agreemenl on ilS part 10 be observed or performed under this Resolulion, for a period of fifteen (15) days after wriUen notice, specifying such failure and requesting that it be remedied, is given 10 the Local Agency by the Trustee, the Credit Provider, if applicable, or the Reserve Credil Provider, if applicable, unless the Tnistee and the Credil Provider or the Reserve Credil I Provider, if applicable, shall all agree in writing to an extension of such time prior to its expiration; (C) Any warranty, representation or other statement by or on behalf of the Local Agency contained in this Resolution or the Purchase Agreement (including the Pricing Confirmation) or in any requisition or any financial report delivered by the Local Agency or in any instrument furnished in compliance with or in reference to this Resolulion or the Purchase Agreemenl or in conneclion with the Note, is false or misleading in any material respect; I I I Resolution Number~~ (D) A petition is filed against the Local Agency under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whe\her now or hereafter in effect and is not dismissed wi\hin 30 days after such filing, but \he Trustee shall have the right to intervene in the proceedings prior to the expiration of such thirty (30) days to protect its and the Bond Owners' (or Noteholders') interests; (E) The Local Agency files a petition in volumary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustmem of debt, dissolulion or liquidation law of any jurisdiction, whether now or hereafter in effect, or consems to the filing of any petition against it under such law; or (F) The Local Agency admits insolvency or bankruptcy or is generally not paying its debls as such debts become due, or becomes insolvent or bankrupt or makes an assignment for the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or lrustee) of \he Local Agency or any of its property is appointed by court order or takes possession \hereof 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 10 the expiration of such thirty (30) days to protect its and the Bond Owners' or Noteholders' interests. Whenever any Evem of Default referred to in \his Section 13 shall have happened and be cominuing, \he Trustee, as holder of the Note, shall, in addition to any other remedies provided herein or by law or under the Indenture, if applicable, have the right, at its option without any further demand or notice, to take one or any combination of the following remedial steps: (1) Without declaring the Note to be immediately due and payable, require the Local Agency to pay to the Trustee, as holder of the Note, an amount equal to the principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and upon notice to the Local Agency the same shall become immediately due and payable by \he Local Agency without further notice or demand; and (2) Take whatever o\her action at law or in equity (except for acceleration of payment on \he NOle) which may appear necessary or desirable to collect \he amounts \hen due and \hereafter 10 become due hereunder and under \he NOle or to enforce any o\her of its righls hereunder. Notwithstanding \he foregoing, if \he Local Agency's Note is secured in whole or in pari by a Credit Instrument (other than the Reserve Fund) or if the Credit Provider is subrogated to rights under the Local Agency's Note, as long as the Credit Provider has not failed to comply with its payment obligations under the Credit Instrument, the Credit Provider shall have the right to direct \he remedies upon any Evenl 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 wi\h its paymem obligations under the Reserve Credit Agreement, the Reserve Credit Provider shall have \he right (prior to the Credit Provider) to direct \he remedies upon any Event of Default hereunder, in each case so long as such action will not materially adversely affecl\he rights of any Bond Owner, and \he Credil 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 \he Note by the Local Agency, or if any principal of or imeresl on the Note remains unpaid after \he Maturity Date, the Note shall be a Defaulled Note, \he unpaid portion (including \he interest component, if applicable) \hereof or the portion (including \he inlerest component, if applicable) to which a Credit Instrument applies for which reimbursemenl on a draw, payment or claim has not been made shall be deemed outslanding and shall bear interesl at \he Default Rate until \he Local Agency's obligalion on the Defaulled Note is paid in full or payment is duly provided for, all subject to Section 8 hereof. If the Credit Instrument is \he Reserve Fund and \he Reserve Bonds are secured by \he Reserve Credit Instrument and all principal of and interest on the Note is not paid in full by the Reserve Principal Payment Date, \he Defaulted Note shall become a Defaulted Reserve Note and the unpaid ponion (including the interest component, if applicable) \hereof (or the portion thereof wi\h respecl to which \he Reserve Fund applies for which reimbursement on a Drawing has not been fully made) shall be deemed outstanding and shall bear interest at \he Default Rate until \he Local Agency's obligation on \he Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof. Resolution Number ~~5 Section 14. Trustee. The Local Agency hereby directs and authorizes the payment by the Trustee of the interest on and principal of the Note when such become due and payable, from amounts received by the Trustee from the Local Agency in the manner set forth herein. The Local Agency hereby covenants to deposit funds in such account or fund, as applicable, allhe time and in the amount specified herein to provide sufficienl moneys to pay the principal of and interest on the Note on Ihe Note Payment Deposit Date. Payment of Ihe Note shall be in accordance with the terms of Ihe Note and this Resolution. Section 15, Sale of Note. The Note shall be sold to the Authority, in accordance with Ihe lerms of the Purchase Agreement, hereinbefore approved, and issued payable to Ihe Trustee, as I assignee of the Aulhority, Section 16, Intentionallv Left Blank, This section has been included to preserve the sequence of section numbers for cross-referencing purposes. Section 17. ADDroval of Actions, The aforementioned Authorized Representatives of the Local Agency are hereby authorized and directed to execute the Note and cause Ihe Trustee to accept delivery of the Note, pursuanllo the terms and conditions of Ihe Purchase Agreemenl and the lndenlure. All actions heretofore taken by Ihe officers and agents of the Local Agency or this"Legislative Body with respect to Ihe sale and issuance of Ihe Note and participalion in the Program are hereby approved, confirmed and ratified and the Authorized Representatives and agents of the Local Agency are hereby aulhorized and directed, for and in the name and on behalf of Ihe Local Agency, to do any and a1llhings and take any and all actions and execute any and all certificates, agreements and olher documents which they, or any of them, may deem necessary or advisable in order to consummate Ihe lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by, this Resolution, The Aulhorized Representatives of Ihe Local Agency referred 10 above in Section 4 hereof are hereby designated as "Authorized Local Agency Representatives" under Ihe Indenlure. In the event that Ihe Note or a portion thereof is secured by a Credit Instrument, anyone of Ihe Authorized Representlltives of the Local Agency is hereby authorized and directed to provide the Credit Provider and, if applicable, the Reserve Credit Provider, with any and all information relaling to the Local Agency as such Credit Provider or Reserve Credit Provider may reasonably request. I Section 18. Proceedil1l!s Constitute Contract, The provisions of the Note and of this Resolution shall constilute a contract between the Local Agency and the registered owner of the Note, and such provisions shall be enforceable by mandamus or any olher appropriale 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 Ihe 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 wilh the transactions contemplated hereby except 10 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 Agency may adopt one or more Supplemental Resolulions with Ihe written consents of the Aulhority, Ihe Credit Provider, if any, and Ihe Reserve Credit Provider, if any, bUI wilhoUllhe necessity for consent of Ihe owner of Ihe Nole or of the Bonds issued in connection wilh Ihe Nole for anyone or more of the following purposes: (A) to add 10 Ihe covenants and agreements of Ihe Local Agency in this Resolution, other covenants and agreements to be observed by the Local Agency which are nOI contrary 10 or inconsistent with this Resolution as Iheretofore in effect; (B) to add to the limitations and restrictions in Ihis 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; I (C) to confirm, as further assurance, any pledge under, and the subjection to any lien or pledge crealed or 10 be crealed by, Ihis Resolution, of any monies, securities or funds, or to establish any addilional funds or accounts to be held under this Resolution; I I I Resolution Number~~5' (0) to cure any ambiguily, supply any omission, or cure or correct any defect or inconsistent provision in this Resolution; or (E) to amend or supplement this Resolution in any other respect; provided, however, that any such Supplemental Resolution does not adversely affect the interests of the owners of the Note or of the Bonds issued in connection with the NOles, Any modifications or amendment of this Resolution and of the rights and obligations of the Local ,Agency and of the owner of the Note or of the Bonds issued in connection with the Note may be made by a Supplemental Resolution, with the written consents of the Authorily, the Credit Provider, if any, and the Reserve Credit Provider, if any, and with the written consent of the owners of at least a majority in principal amount of the Note and of the Bonds issued in connection with the Note outstanding at the time such consent is given; provided, however, that if such modification or amendment will, by its terms, not take effect so long as the Note or any Bonds issued in connection with the Note remain outslanding, the consent of the owners of such Note or of such Bonds shall not be required, No such modification or amendment shall permit a change in the maturily of the Note or a reduction of the principal amount thereof or an extension of the time of any payment thereon or a reduction of the rate of interest thereon, or a change in the date or amounts of the pledge set forth in this Resolution, without the consent of the owners of such Note or the owners of all the Bonds issued in connection with the Note, or shall reduce the percentage of the Note or Bonds the consent of the owners of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of the Trustee without its written assenl therelo. Section 21. Severabilitv. In the event any provision of this Resolution shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 22, AnI/ointment of Bond Counsel. The law firm of Orrick, Herrington & Sutcliffe, Los Angeles, California is hereby appointed as Bond Counsel for the Program. The Local Agency acknowledges that Bond Counsel regularly perfonns legal services for many private and public entities in connection with a wide variety of matters, and thaI Bond Counsel has represented, is representing or may in the future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, financial and other consulJants who may have a role or interesl in the proposed financing or that may be involved with or adverse to Local Agency in this or some other matter. Given the special, Iimiled role of Bond Counsel described above the Local Agency acknowledges that 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. Annointment of Financial Advisor and Underwriter. Sutro & Co. Incorporated, Los Angeles, California is hereby appointed as financial advisor for the Program. Morgan Stanley & Co. Inc., together with such co-underwriters, if any, identified in the Purchase Contract, is hereby appoinled as underwriter for the Program. adoption, Section 24. Effective Date. This Resolution shall take effect from and after ils date of Section 25. Resolution Parameters, (A) Name of Local Agency: CITY OF SEAL BEACH (B) Maximum Amount of Borrowing: $2,100,000 (C) Authorized Represemalives: TITLE I, City Manager 2. City Clerk 3. Director of Administrative Servicesn'reasurer , Resolution Number I~~ ROVED and ADOPTED by the city Council Of~~City at a regular meeting thereof held on the ~ day , , 997 by the following vote: ~ of of AYES: Councilmembe ~;pl NOES: Councilmembers ABSENT: Councilmembers ~~)~~I'> flla or STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF SEAL BEACH ) I, Joanne M. Yeo, city Clerk of the City of Seal Beach, California, do hereby certify that th~ore ing Resolution is the original copy of Resolution Number on file in the office of the city Clerk, passed, a proved an adopted by the City Council of the City I of Seal Beach a re ular meeting thereof held on the ?-~~ay of , 1997. I I I I Resolution Number~~ EXHIBIT A (NAME OF LOCAL AGENCY] 1997-1998 TAX AND REVENUE ANTICIPATION NOTE, [SERIES -"1=' Interest Rate Maturity Date Date of Oril!inallssue REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS FOR VALUE RECEIVED, the Local Agency designated above (the "Local Agency"), aCknowledges itself indebted to and promises to pay to the registered owner identified above, or registered assigns, on the maturily date set forth above, the principal sum specified above in lawful money of the United Slales of America, and to pay interest thereon [on , 1997 and] at maturity at the rate of interesl specified above (the "Note Rate"), Principal of and interest on this Note are payable in such coin or currency of the United Slates as at the time of payment is legal tender for payment of privale 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 of California, N.A, in Los Angeles, California, or its successor in trust (the "Trustee"). Interest shall be calculated on the basis of a 360-day year, cllnsisting of twelve 30-day months, Both the principal of and interest on this Note shall be payable only 10 the registered owner hereof as the same shall fall due; provided, hllwever, no interest shall be payable for any period after maturity during which the holder hereof fails w properly presem this Note for payment. If the Local Agency fails to pay this Note when due or the Credit Provider (as defined in the Resolution hereinafter described and in that cenain Indenture of Trust, dated as of I, 1997 (the "Indenture"), by and between the California Statewide Communities Development Authority and U.S Trust Company of California, N,A., as trustee), if any, is not reimbursed in full for the amount drawn on or paid pursuant to the Credit Inslrument (as defined in the Resolution and the Indenture) to pay all or a portion (including the inJerest component, if applicable) of this Note on the dale of such payment, this Note shaH become a Defaulted Note (as defined in the Resolution and the Indenture and with the consequences set forth in the Resolution and the Indenture, including, without limitation, that this Note as a Defaulted Nole (and any related reimbursement obligalion with respect to a credil instrumem) shall bear inlerest al the Default Rate, as defined in the Indenture), . . It is hereby cenified, recited and declared that this Note represents the authorized issue of the Note in the aggregate principal amount authorized, execuled and delivered pursuant 10 and by authority of cenain resolutions of the Local Agency duly passed and adoPled heretofore, under and by authority of Anicle 7.6 (commencing with Seclion 53850) of Chapter 4, Part I, Division 2, Title 5 of the California Government Code (collectively, the "Resolution"), w 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 1997-1998 and which are available for payment thereof. As security for the payment of the principal of and interest on the Note, the Local Agency has pledged the first amounts of unrestricted revenues of the Local Agency received on the last day of _ and _ (and any amounts received thereafter attributable to Fiscal Year 1997-1998) until the amount on deposit in the Payment Account (as defined in the Resolution), together with available amounlS, if any, on deposit in the Payment Subaccount (as defined in the Resolution) in each such month, is equal to the corresponding percentages of principal of and interest due on the Note as set forth in the Pricing Confirmation (as defined in the Resolution) (such pledged amounts being hereinafter called the "Pledged Revenues"), and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the Pledged Revenues, and 10 the extenl not so paid shall be paid from any other moneys of the Local Agency lawfuHy available therefor as sel forth in the Resolulion. The full faith and cfedil of the Local Agency is nOI pledged to the payment of the principal of or inlerest on this Note. The Local Agency and the Truslee 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 inleresl due hereon and for all other purposes, and the Local Agency and the Trustee shall not be affecled by any notice to the contrary. It is hereby cenified that all of the conditions, things and acts required 10 exist, 10 have happened and to have been performed precedent 10 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 slatutes of the Stale of California and that the amount of this Note, together with all other indebtedness of \he Local Agency, does not exceed any limit prescribed by the Constitution or statutes of the Slate 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. Countersigned (NAME OF LOCAL AGENCY] By Title: By Title: Resolution Number ~~~ PURCHASE AGREEMENT TInS PURCHASE AGREEMENT (the "Purchase Agreement"), dated as of the purchase date (the "Purchase Date") specified in Exhibit A attached hereto and made a part hereof, entered into by and between the signatory local agency designated in Exhibit A (the "Local Agency") and the California Statewide Conununities Development Authority (the" Authority"), for the sale and delivery of the principal amount specified in Exhibit A of the Local Agency's 1997-1997 Tax and Revenue Anticipation Note (the "Note") to be issued in conjunction with the notes of other Issuers (as hereinafter defined) participating in the Program (as hereinafter defined), as delermined in the Pricing Confirmation I (as hereinafter defined), pooled with notes of other Issuers and assigned to secure a series (the "Series ") of bonds (the "Bonds") designated in Exhibit A; WITNESSETH: WHEREAS, local agencies are authorized by Sections 53850 to 53858, both inclusive, of the Government Code of the State of California (the" Act") (being Article 7 ,6, Chapter 4, Part I, Division 2, Title 5 of the Government Code) to borrow money by the issuance of temporary notes; . WHEREAS, the legislative body of the Local Agency (the "Legislative Body") has heretofore adopted its resolution finding that the Local Agency needs to borrow funds in its fiscal year ending June 30, 1997 ("Fiscal Year 1997-1998") in the principal amount set forth in Exhibit A and that il is necessary that said sum be borrowed at this time by the issuance of a note therefor in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency during or attributable to Fiscal Year 1997-1998; WHEREAS, on the resolution date set forth in Exhibit A, the Local Agency adopted (as specified in Exhibit A) a resolution or resolutions (collectively or singularly, as applicable, the "Resolution ") authorizing the issuance and sale of the Note in the name and on behalf of the Local Agency; WHEREAS, the Local Agency has determined thaI it is in the best inlerests of the Local Agency to participate in the California Conununities Cash Flow Financing Program (the "Program"), I whereby participating local agencies (the "Issuers") will simultaneously issue tax and revenue anlicipalion promissory notes for purchase by the Authority; WHEREAS, under the Program, the Authority will form one or more pools of notes (the "Pooled Notes ") and assign each note to a particular pool (the "Pool ") and sell a Series of Bonds secured by each Pool pursuant to an indenture, dated as of July 1, 1997 (the "Indenture"), by and between the Authority and U.S. Trust Company of California, N.A, (the "Trustee"), and sell each such Serie.~ to Morgan Stanley & Co. Incorporated, as representative of the underwriters of the Program (collectively, the "Underwriter"); WHEREAS, if so indicated in Exhibit A, the payment by the Local Agency of its Note will be secured in whole or in part Gointly, 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"); WHEREAS, such Credit Instrument may be issued pursuanl to a reimbursement agreement, commitment letter, indenture or other agreement (the "Credit Agreement") as identified in Exhibil A; WHEREAS, in order to participate in the Program, the Local Agency has agreed 10 be I 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 Credil Instrument, which anticipated fees, expenses and costs of issuance will be deducted from the purchase price set forth in Exhibit A and which unanticipated fees, expenses and costs of issuance will be billed to the Local Agency as the same may arise; WHEREAS, the costs of issuance which will be deducted from the purchase price set forth in Exhibil A for the Local Agency shall not exceed one percent (I %) of the principal amount of each NOle; and I I I Resolution NUmber/j5:;1.5'" WIffiREAS, pursuant 10 the Program, the Authority is submilling this offer to purchase the Nole pursuanl to this Purchase Agreemenl; NOW, THE~FORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: Section 1. Oblil!.ation to Purchase, Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Authority shall purchase from the Local Agency, and the Local Agency shall sell to the Authority, the Note, as described herein and in the Resolution. Section 2. Purchase Price. The purchase price of the Note shall be the purchase price set forth in the pricing confirmation attached herelo as Exhibil A (the "Pricing Confirmalion"). The Note shall bear interest at an interest rate per annum set forth in the Pricing Confirmation, which is hereby agreed 10 by and between the Authority and the Local Agency by its duly authorized representative executing this Purchase Agreemenl on behalf of the Local Agency. Section 3. Adiustments to Principal Amount of Note and Purchase Price, The Authority and the Local Agency hereby agree that the principal amount of the Note purchased by the Authority and sold to the Authority by the Local Agency pursuant to this Purchase Agreement may be reduced, as determined by the Authority and each Local Agency, based upon the advice of Orrick, Herringlon & Sutcliffe ("Bond Counsel"), in order that the proceeds produced from such sale of such Nole will be an amount which will not be subject to either (i) yield restriction {in order for interest to be excluded from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) a rebate requirement (under Section 148 of the Code), The Authority and the Local Agency hereby further agree that the purchase price of the Note shall be reduced as a result of any reduction of the principal amount of the Note required by this section. Section 4, Delivery of and Pavment for the Note, The delivery of the Note (the 'Closing") shall take place at 8:00 a.m., California time, on the closing date set forth in the Pricing Confirmation or at such other time or dale as may be mutually agreeable to Ihe Local Agency, the Authority and the Underwriter.. at the Los Angeles office of Orrick, Herrington & Sulcliffe or such other place as the Local Agency, the Authority and the Underwriter shall mutually agree, At the Closing, the Local Agency shall cause the Note to be delivered to the Authority, duly executed and authenticated, together with the other documents hereinafter mentioned, and the proceeds of the purchase price of the Note set forth in the Pricing Confirmation shall be deposited in an amount indicated in the Pricing Confirmation as the Deposit to Proceeds Fund which shall be held by the Trustee for the Local Agency and the remainder in the COSIS oflssuance Fund held thereunder. If at any time prior to 90 days after the Closing Date, any event occurs as a resull of which information relating to Ihe Local Agency included in the official Slalemenl of the Authority relating to the Series of Bonds to which the Note is assigned (the 'Official Statement") contains an untrue slatement of a material fact or omilS to slate any material fact necessary to make the slatemenlS Iherein in light of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify Ihe Authority and the Underwriler thereof, and if, in the opinion of the Authority or the Underwriter, such event requires the preparation and publicalion of a supplement or amendment 10 Ihe Official Statement, the Local Agency shall cooperate with the Authority and the Underwriter in the preparation of an amendment or supplement to the Official Slatement 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 NOIe shall be issued in substantially the form set forth in the Resolution, without coupons in the full principal amounl set forth in Exhibil A. Section 6. ReDresenlatiorLq and WalTllnlies of the Local Mencv, The Local Agency represenlS and warrants to Ihe Authority and the Underwriter thaI: (a) All representations and warranties set forth in the Resolution are true and correct on the date hereof and are made for the benefit of the Authority and the Underwriter as if set forth herein, (h) The information relating to the Local Agency included in the Official Slatement does not conlain any untrue stalement of a malerial fact or omit 10 state any material fact necessary to make the slatements therein in light of the circumstance under which they were made not misleading. Resolution Number #~ (c) A copy of the Resolution has been delivered to the Authority and the Underwriter, and the Resolution will nol be amended or repealed without the consenJ of 1he Authority and the Underwriler, which consent will not be unreasonably withheld, (d) The Local Agency acknowledges that 1he Au1horily is authorized to execute the Indenture, 10 assign the NOle to the Truslee under the Indenture and to issue 1he Series of Bonds pursuant to the IndenJure. (e) The Local Agency shall provide the required Payment Account Deposit Certification I (upon a request therefor) in accordance with Seclion 5,06 of the Indenture. (I) The Local Agency has not issued and will not issue any obligation or obligations, o1her 1han 1he NOle, to finance the working capital deficit for which the Note is being issued. are as follows: Section 7. Conditions Precedent to Ihe Closhll!. Conditions precedent to the Closing (a) The execution and delivery of the Note consislent with 1he Resolution. (b) Delivery of a legal opinion addressed to the Local Agency (with a reliance letter addressed to the Au1horily and 1he Underwriler), dated the date of Closing, of Orrick, Herrington & Sutcliffe ("Bond Counsel") wi1h respect 10 1he validily of the Note in form and subslance acceptable 10 Ihe Au1hority and 1he Underwriter. (c) Delivery of a legal opinion, dated 1he date of Closing, of counsel 10 tlle Local Agency, with respect 10 the due authorization, execution and delivery of the Note, in form and substance acceptable 10 Bond Counsel. (d) Approval by the Credil Provider of the credit of tlle Local Agency and inclusion of 1he Local Agency's Note in the assignment, together with notes of otller Issuers, to a Series of Bonds, to secure 1he Series of Bonds, which approval in 1he event the Credil Inslrument is the Reserve Fund shall be evidenced by 1he issuance of an "SP-I +" rating with respect to the applicable Series of Bonds by I Slandard & Poor's Ratings Group. (e) Delivery of each certificale, document, inslrument and opinion required by the agreement between the Au1horily and the Underwriter for the sale by the Authorily and purchase by the Underwriter of the Series of Bonds to which the Pooled Note is assigned. (I) Delivery of such other certificates, instrumenJs or opinions as Bond Counscl may_ deem necessary or desirable 10 evidence the due authorizalion, cxecution and delivery of documents pertaining to this transaction and the legal, valid and binding nature thereof or as may be required by tllC Credit Agreemcnt, as well as compliance of all parties with the terms and conditions thereof. Section 8. E,'ents Permillinl! thc Authoritv 10 Terminate. The AutllOrity may tcrminate its obligation to purchase tlle Note at any time before tlle Closing if any of tlle fullowing occurN: (a) Any legislalive, cxecutive or regulatory action (including 1he introduclion of legislation) or any coun decision which, in the judgment of 1he Authorily, casts sufficient doubt on the legality of obligations such as the Note, and the tax-exempt status of interest on obligations such as the Bunds, su as to impair materially the marketabilily or 10 reduce materially 1he market price of such obligations; (b) Any aclion by 1he Securities and Exchange Commission or a court which would require registration of the Note, the Bonds or any instrument securing tlle Note or Bonds under tllC I Securities Act of 1933, as amended, in connection with the public offering thereof, or qualificalion of 1he Resolution or 1he Indenture under the Trusl 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 hoslilities which, in the judgment of the Authority, substantially impairs the abilily of the Underwritcr to market tlle Bonds; or (d) The Underwriter terminales its obligation to purchase the Series of Bonds to which tlle Note is assigned pursuant to its agreemenJ with the Authority for the purchase of such Series of Bonds. I I I Resolution Number ~~ Neither the Underwriler nor the Authority shall be responsible for the payment of any fees, COSIS or expenses of the issuance, offering and sale of the Local Agency's NOle except the Underwriter shall be responsible for California Debt Advisory- Commission fees and for ilS own illlernal costs. The fees, COSIS and expenses that are categorized in the "Costs of Issuance" definilion in Ihe Indelllure shall be paid from the CoSIS of Issuance Fund. The Local Agency shall pay any addilional costs attributable 10 it as set forth in the Resolution other than the fees, COSIS and expenses so payable from the applicable CoSIS 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 person, if any, who controls (within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Seclion 20 of the Securities Act of 1934, as amended) the Authority or the Underwriter, and the officers, directors, agenlS and employees of the Authority and the Underwriter against any and all losses, claims, damages, liabilities and expenses arising out of any statement or information in the Preliminary Official Statement or in the Official Statement (other than statements or information regarding an Issuer other than the Local Agency) that is unlrue or incorrect in any material respect or the omission or alleged omission therefrom of any stalement or information (other than statements or information regarding an Issuer other than the Local Agency) that should be stated therein or that is necessary to make the slatemenlS and information therein not misleading in any material respect, Section 10. Credit Mreement. The Local Agency shall comply with all lawful and proper requeslS of the Authority in order to enable the Authority to comply with all of the lerms, 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 10 Morgan Stanley & Co. Incorporated, Altention: 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 WI, Sacramelllo, 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 Assi2nment. The Purchase Agreement has been made by the Local Agency and the Authority, and no person other than the Local Agency and the Authority or their successors or assigns and the Underwriter shall acquire or have any right under or by virtue of the Purchase Agreemelll. All of the representations, warranties and agreemenlS contained in the Purchase Agreement shall survive the delivery of and payment by the Authority for the Note and any termination of the Purchase Agreement. Section 13. Apulicable 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 Hi. Headil12s, Any headings preceding the text of several sections hereof shall be soI~ly for c?nvenience of reference and shall not consti\u\e a part of this Agreement, nOr shall they affect Its meanlllg, construclion or effect. , ~ectjon 17. Execution in Counteruarts. This Purchase Agreement may be executed and entered IIItO 111 several counterparts, each of which shall be deemed an original, and all of which shall 'constilule but one and the same inslrument, IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement torbe executed by their duly authorized representatives as of the Purchase Date set forth in Exhibit A attached hereto and incorporated herein. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY By Member of the Commission of the Authority Resolution Number ~ EXHIBIT A Pricing Confirmation Supplement Local Agency: CITY OF SEAL BEACH Pricing Infonnation Principal Amount of Note: Interest Rate on Note: Re-Offering Yield: Purchase Price Default Rate: Purchase Price: Less: Cost of Issuance: Credit Enhancement: % % Deposit to Note Proceeds Account: Impol1ant Dales Resolution Date of Local Agency: Purchase Date: Closing Dale: Maturily Date: Interest Payment Date(s): Note Paymenl Deposil Dale: First Pledge Monlh Ending: Pledge Amount: Pledge Percentage: Second Pledge Monlh Ending: Pledge Amount: Pledge Percentage: Investment Agreement Infonnation GIC Provider Long Term Ratings (S&P/Moody's) Short Term Credit Ratings (S&P/Moody's) Interest Rate on OIC $ I % % % _% $ ( ) ( ) $ I $ % $ _% % I I I I Resolution Number ~~~ By initialing Ihe box al the end of Ihis paragraph, Ihe undersigned Local Agency certifies Ihat, in connection willi llIe issuance of llIe Note under llIe Resolution and after reasonable inquiry, it is the reasonable expeclalion of Ihe Local Agency Ihalllle aggregale amount of all tax-exempt obligations (excluding private activily bonds) issued or to be issued by Ihe Local Agency during the 1997 calendar year, including Ihe Note, all olher notes and bonds, and all tax-exempt leases, executed or delivered during the ]997 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> ' , . .. 0 Investment Alternative - Initial Ihe appropriate box relating to the investment of proceeds received from the issuance and delivery of the Local Agency's Note: Initial One Box Yes, Ihe undersigned directs llIe Trustee to invest the proceeds received from Ihe issuance and delivery of the Local Agency's Note in Ihe Guaranteed Investment Contract described on page A-I. (Do not wire llIe proceeds as previously directed in Section 4,7 of the Certificate of llIe Local Agency. > No, do not invest the proceeds received from the issuance and delivery of Ihe Local Agency's Note in Ihe Guaranteed Inveslment contract, wire Ihe proceeds as directed in Seclion 4.7 of Ihe Cenificate of the Local Agency. Yes o No o IN WITNESS WHEREOF, Ihe Purchase Agreement, including this Pricing Confirmation, is agreed and accepted to on the Purchase Date set forth above. CITY OF SEAL BEACH By Authorized Representative . Plcase lIUtiaJ the box only if applicable to the LoeaI Agency.