1993-11 Borrowing Funds
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RESOLUTION NO. 93-11
RESOLUTION OF THE BOARD OF DIRECfORS
OF THE CARDIFF SANITATION DISTRICf AUTHORIZING
THE BORROWING OF FUNDS FOR
FISCAL YEAR 1993-1994 AND THE ISSUANCE AND SALE OF A
1993-1994 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA
CASH FLOW FINANCING PROGRAM
MAXIMUM AMOUNT OF BORROWING: $1,000,000
WHEREAS, local agencies are authorized by Section 53850 to 53858, both inclusive,
of the Government Code of the State of California (the "AIT') (being Article 7.6, Chapter
4, Part 1, Division 2, Title 5 of the Government Code) to borrow money by the issuance of
temporary notes;
WHEREAS, the legislative body (the "Legislative Body") of the local agency specified
above (the "Local Agency") has determined that a sum (the "Principal Amount"), not to
exceed the Maximum Amount of Borrowing Designated above, which Principal Amount is
to be confirmed and set in the Pricing Confirmation (as defined in Section 4 hereof), is
needed for the requirements of the local Agency, a public 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, 1994 ("Fiscal
Year 1993-1994»;
WHEREAS, the Local Agency hereby determines to borrow, for the purposes set
forth above, the Principal Amount by the issuance of the Note (as hereinafter defined);
WHEREAS, it appears, and this Legislative Body hereby finds and determines, that
the Principal Amount, when added to the interest payable thereof, does not exceed eighty-
five percent (85%) of the estimated amount of the uncollected taxes, income, revenue
(including, but not limited to, revenue from the state and federal governments), cash
receipts and other moneys of the Local Agency attributable for Fiscal Year 1993-1994 and
available for the payment of the principal of the Note and the interest thereon;
WHEREAS, no money has heretofore been borrowed by or on behalf of the Local
Agency through the issuance of tax anticipation notes or temporary notes in anticipation of
the receipt of, or payable from or secured by, taxes, income, revenue, cash receipts or other
moneys for Fiscal Year 1993-1994;
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WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received
by the Local Agency during and attributable to Fiscal Year 1993-1994 can be pledged for the payment
of the principal of the Note and the interest thereon (as hereinafter provided);
WHEREAS, the Local Agency has determined that it is in the best interests of the Local
Agency to participate in the California Cash Flow Financing Program (the "Program"), whereby
participating local agencies (collectively, the "Issuers ") will simultaneously issue tax and revenue
anticipation notes;
WHEREAS, the Local Agency shall confirm at the time of execution of the Pricing
Confirmation the marketing of its Note as either part of a pool of some or all of the notes issued by other
local agencies participating in the Program or as an individual Note;
WHEREAS, the Program requires the participating Issuers to sell their tax and revenue
anticipation notes to the California Statewide Communities Development Authority (the" Authority")
pursuant to note purchase agreements (collectively, "Purchase Agreements"), each between such
individual Issuer and the Authority, and dated as of the date of the Pricing Confirmation, a form of which
has been submitted to the Legislative Body;
WHEREAS, the Authority, pursuant to advice of Sutro & Co. Incorporated, as
underwriter for the Program (the "Underwriter"), will form one or more pools of notes (the "Pooled
Notes ") and assign each note to a particular pool (the "Pool") and sell a series (the" Series ") of bonds
(the "Bonds ") secured by each Pool pursuant to an indenture (the "Indenture") between the Authority and
U.S. Trust Company of California, N .A., as trustee (the "Trustee"), each Series distinguished by whether
or what type(s) of Credit Instrument(s) (as hereinafter defined) secure(s) such Series, by the principal
amounts of the notes assigned to the Pool or by other factors, or, alternatively, the Authority may market
any of the notes individually (the "Separately Marketed Notes"), and the Local Agency hereby
acknowledges and approves the discretion of the Authority, acting upon the advice of the Underwriter,
to assign the Note to such Pool and such Indenture as the Authority may determine or, if the Authority
so determines, to market the Note individually;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Pooled Note, the Local Agency will (in the Pricing Confirmation) request
the Authority to issue a Series of Bonds pursuant to an Indenture to which the Note will be assigned by
the Authority in its discretion, acting upon the advice of the Underwriter, which Series of Bonds will be
payable from payments of principal of and interest on the Note and the other notes comprising the same
Pool and assigned to the same Indenture to which the Note is assigned;
WHEREAS, if, at the time of execution of the Pricing Confirmation, the Local Agency
confirms that its Note will be a Separately Marketed Note, the Local Agency will (in the Pricing
Confirmation) request the Authority to market the Note individually;
WHEREAS, as additional security for the Owners of each Series of Bonds, all or a
portion of the payments by all of the Issuers of the notes assigned to such Series 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 letter (or letters) of credit or policy (or policies) of insurance or
proceeds of a separate bond issue issued for such purpose (the "Reserve Fund") or other credit instrument
(or instruments) (collectively, the "Credit Instrument") issued by the credit provider or credit providers
designated in the Indenture, as finally executed (collectively, the "Credit Provider"), pursuant to a credit
agreement or agreements or commitment letter or letters or, in the case of the Reserve Fund, an indenture
(the "Reserve Indenture") (collectively, the "Credit Agreement") between (i) in the case of an irrevocable
letter (or letters) of credit or policy (or policies) of insurance, the Authority and the respective Credit
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Provider and (ii) in the case of the Reserve Fund, the Authority and U. S. Trust Company of California,
N.A., as trustee of the Reserve Indenture (the "Reserve Trustee");
WHEREAS, if, as designated in the Pricing Confirmation, the Credit Instrument is the
Reserve Fund, bonds issued pursuant to the Reserve Indenture (the "Reserve Bonds") may, as indicated
in the Pricing Confirmation, be secured by an irrevocable letter of credit or policy of insurance or other
credit instrument (the "Reserve Credit Instrument") issued by the credit provider identified in the Reserve
Indenture as finally executed (the "Reserve Credit Provider"), pursuant to a credit agreement or
commitment letter (the "Reserve Credit Agreement") identified in the Reserve Indenture as finally
executed, such Reserve Credit Agreement being between the Authority and the Reserve Credit Provider;
WHEREAS, the net proceeds of the Note may be invested by the Local Agency in
Permitted Investments (as defined in the Indenture) or in any other investment permitted by the laws of
the State of California, as now in effect and as hereafter amended, modified or supplemented from time
to time;
WHEREAS, as part of the Program each participating Issuer approves the Indenture, the
alternative forms of Credit Agreements, if any, and the alternative forms of Reserve Credit Agreements,
if any, in substantially the forms presented to the Legislative Body, with the final form of Indenture, type
of Credit Instrument and corresponding Credit Agreement and type of Reserve Credit Instrument and
corresponding Reserve Credit Agreement, if any, to be determined and approved by the Pricing
Confirmation;
WHEREAS, pursuant to the Program each participating Issuer will be responsible for
its share of (a) the fees of the Trustee or Paying Agent (as hereinafter defined), as applicable and the
costs of issuing the applicable Series of Bonds or Separately Marketed Note, as applicable, and (b), if
applicable, the fees of the Credit Provider, the fees of the Reserve Credit Provider (which shall be
payable from, among other sources, investment earnings on the Reserve Fund and moneys in the Costs
of Issuance Fund established and held under the Indenture), the Issuer's allocable share of all Predefault
Obligations and the Issuer's Reimbursement Obligations, if any (each as defined in the Indenture);
WHEREAS, pursuant to the Program each participating Issuer whose Note is a Pooled
Note will be responsible for its share of the fees of the Reserve Trustee and the costs of issuing the
applicable Series of Reserve Bonds, all such costs and fees being payable from the proceeds of the
applicable Series of Bonds (or, with respect to costs and fees of the Reserve Credit Provider, as may
otherwise be provided in the Reserve Indenture);
WHEREAS, pursuant to the Program, the Underwriter will submit an offer to the
Authority to purchase, in the case of each Pool of Notes, the Series of Bonds which will be secured by
the Indenture to which such Pool will be assigned and, in the case of a Separately Marketed Note, the
Note itself; and
WHEREAS, 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. All the above recitals are true and correct and this Legislative Body
so finds and determines.
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Section 2. Authorization of Issuance. This Legislative Body hereby determines to
borrow solely for the purpose of anticipating taxes, income, revenue, cash receipts and other moneys to
be received by the Local Agency for the general fund of the Local Agency attributable to Fiscal Year
1993-1994, and not pursuant to any common plan of financing of the Local Agency, by the issuance of
a note in the Principal Amount under Section!t53850 et~. of the Act, designated the Local Agency's
"1993-1994 Tax and Revenue Anticipation Note" (the "Note"), to be issued in the case of a Pooled Note
in the form of one fully registered note at the Principal Amount thereof and in the case of a Separately
Marketed Note in the form of fully registered notes in denominations of five thousand dollars ($5,000)
or any integral multiple thereof, aggregating to the Principal Amount, in each case to be dated the date
of its delivery to the initial purchaser thereof, to mature (without option of prior redemption) not more
than thirteen months thereafter on a date indicated on the face thereof and determined in the Pricing
Confirmation (the "Maturity Date"), and to bear interest, payable at maturity and computed upon the
basis of a 360-day year consisting of twelve 30-day months, at a rate not to exceed ten percent (10%) per
annum as determined in the Pricing Confirmation and indicated on the face of the Note (the "Note Rate").
If the Series of Bonds issued "in connection with the Note is secured in whole or in part by a Credit
Instrument or such Credit Instrument (other than the Reserve Fund) secures the Note in whole or in part
and all principal of and interest on the Note is not paid in full at maturity or payment of principal of and
interest on the Note is paid (in whole or in part) by a draw under, payment by or claim upon a Credit
Instrument which draw, payment or claim is not fully reimbursed on such date, it shall become a
Defaulted Note (as defined in the Indenture), and the unpaid portion (including the interest component,
if applicable) thereof (or the portion (including the interest component, if applicable) thereof with respect
to which a Credit Instrument applies for which reimbursement on a draw, payment or claim has not been
fully made) shall be deemed outstanding and shall continue to bear interest thereafter until paid at the
Default Rate (as defined in the Indenture). If the Credit Instrument is the Reserve Fund and the Reserve
Bonds issued to fund the Reserve Fund are secured by the Reserve Credit Instrument and a Drawing (as
defined in the Indenture) pertaining to the Note is not fully reimbursed by the Reserve Principal Payment
Date (as defined in the Indenture), the Note shall become a Defaulted Reserve Note (as defined in the
Indenture), and the unpaid portion (including the interest component, if applicable) thereof (or portion
(including the interest component, if applicable) with respect to which the Reserve Fund applies for which
reimbursement on a Drawing has not been fully made) shall be deemed outstanding and shall continue
to bear interest thereafter until paid at the Default Rate. If the Note or the Series of Bonds issued in
connection with the Note is unsecured in whole or in part and the Note is not fully paid at maturity, the
unpaid portion thereof (or the portion thereof to which no Credit Instrument applies which is unpaid) shall
be deemed outstanding and shall continue to bear interest thereafter until paid at the Default Rate. In
each case set forth in the preceding three sentences, the obligation of the Local Agency with respect to
such Defaulted Note or unpaid Note shall not be a debt or liability of the Local Agency prohibited by
Article XVI, Section 18 of the California Constitution and the Local Agency shall not be liable thereon
except to the extent of any available revenues attributable to Fiscal Year 1993-1994, as provided in
Section 8 hereof. The percentage of the Note to which a Credit Instrument, if any, applies (the "Secured
Percentage") shall be (i) equal to 100 %, if the size of the Credit Instrument is greater than or equal to
the aggregate amount of principal of and interest on all unpaid notes (or unpaid portions thereot) assigned
to the particular Series of Bonds as of the maturity date or (ii) equal to the amount of the Credit
Instrument divided by the aggregate amount of unpaid principal of and interest on such unpaid notes (or
portions thereat), expressed as a percentage, if the size of the Credit Instrument is less than the aggregate
amount of unpaid principal of and interest on such unpaid notes (or unpaid portions thereat) as of the
maturity date. The percentage of the Note to which the Reserve Credit Instrument, if any, applies (the
"Secured Reserve Percentage") shall be (i) equal to 100%, if the size of the Reserve Credit Instrument
is greater than or equal to the aggregate amount of principal of and interest on unpaid notes (or unpaid
portions thereof, including the interest component if applicable) assigned to the particular Series of Bonds
(secured by the Reserve Fund funded by the Reserve Bonds secured by the Reserve Credit Instrument)
as of the Reserve Principal Payment Date or (ij) 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
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thereof, including the interest component, if applicable), expressed as a percentage, if the size of the
Reserve Credit Instrument is less than the aggregate amount of unpaid principal of and interest on such
unpaid notes (or unpaid portions thereot) as of the Reserve Principal Payment Date.
Both the principal of and interest on the Note shall be payable in lawful money of the
United States of America, but only upon surrender thereof, at the corporate trust office of U.S. Trust
Company of California, N .A. in Los Angeles, California. The Principal Amount of the Note shall, prior
to the issuance thereof, be reduced from the Maximum Amount of Borrowing specified above if and to
the extent necessary to obtain an approving legal opinion of Orrick, Herrington & Sutcliffe ("Bond
Counsel ") as to the legality thereof and the exclusion from gross income for federal tax purposes of
interest thereon. The Principal Amount of the Note shall, prior to the issuance thereof, also be reduced
from the Maximum Amount of Borrowing specified above, and other conditions shall be met by the Local
Agency, if and to the extent necessary to obtain from the Credit Provider or the Reserve Credit Provider,
as the case may be,. its agreement to issue the Credit Instrument or Reserve Credit Instrument, as
applicable. If the Note is a Pooled Note and the Credit Instrument is the Reserve Fund which is backed
by a Reserve Credit Instrument, the issuance of the Note shall be subject to the approval of the Reserve
Credit Provider. Notwithstanding anything to the contrary contained herein, the decision of the Credit
Provider to issue the Credit Instrument and the approval of the Reserve Credit Provider of the issuance
of a Pooled Note shall be totally discretionary on the part of the Credit Provider or Reserve Credit
Provider, as applicable, and nothing herein shall be construed to require the Credit Provider or Reserve
Credit Provider to issue a Credit Instrument or approve the issuance of a Pooled Note, as applicable.
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Whether issued as a Pooled Note or a Separately Marketed Note, the Note shall be issued
in conjunction with the note or notes of one or more other Issuers as part of the Program and within the
meaning of Section 53853 of the Act.
Section 3. Form of Note. The Note shall be issued in fully registered form without
coupons and shall be substantially in the form and substance set forth in Exhibit A as attached hereto and
by reference incorporated herein, the blanks in said forms to be filled in with appropriate words and
figures.
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Section 4. Sale of Note: Del~ation. Anyone of the Finance Manager or Treasurer of
the Local Agency, as the case may be, or, in the absence of said officer, his or her duly appointed
assistant (collectively, the "Authorized Officer"), is hereby authorized and directed to negotiate, with the
Authority, an interest rate on the Note to the stated maturity thereof, which shall not exceed ten percent
(10%) per annum, and the purchase price to be paid by the Authority for the Note, which purchase price
shall be at a discount which when added to the Local Agency's share of the costs of issuance shall not
be more than one percent (1 %) of the principal amount of the Note, and, if such interest rate and price
and other terms of the sale of the Note set out in the Pricing Confirmation are acceptable to the
Authorized Officer, the Authorized Officer is hereby further authorized and directed to execute and
deliver the pricing confirmation supplement to be delivered by the Underwriter (on behalf of the
Authority) to the Local Agency on a date within 10 days of said negotiation of interest rate and purchase
price during the period from May 1, 1993 through March 1, 1994 (the "Pricing Confirmation"),
substantially in the form presented to this meeting as Schedule I to the Purphase Agreement, with such
changes therein as the Authorized Officer shall require or approve, and such other documents or
certificates required to be executed and delivered thereunder or to consummate the transactions
contemplated hereby or thereby, for and in the name and on behalf of the Local Agency, such approval
by this Legislative Body and the Authorized Officer to be conclusively evidenced by such execution and
delivery. Any Authorized Officer is hereby further authorized to execute and deliver, prior to the
execution and delivery of the Pricing Confirmation, the Purchase Agreement substantially in the form
presented to this meeting, with such changes therein as the Authorized Officer shall require or approve,
such approval to be conclusively evidenced by such execution and delivery; provided, however, that the
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Purchase Agreement shall not be effective and binding on the Local Agency until the execution and
delivery of the Pricing Confirmation. Delivery of an executed copy of the Pricing Confirmation by fax
or telecopy shall be deemed effective execution and delivery for all purposes.
Section 5. Pro2:ram Approval. The Note shall be a Separately Marketed Note or a
Pooled Note, as set forth in the Pricing Confirmation. In the case of Pooled Notes, the Pricing
Confirmation may, but shall not be required to, specify the Series of Bonds to the Trustee under the
Indenture for which the Note will be assigned (but need not include information about 'other notes
assigned to the same pool or their Issuers). The Pricing Confirmation shall indicate whether and what
type of Credit Instrument and, if applicable, Reserve Credit Instrument will apply.
.
The forms of Indenture, alternative general types and forms of Credit Agreements, if any,
and alternative general types and forms of Reserve Credit Agreements, if any, presented to this meeting
are hereby acknowledged, and it is acknowledged that the Authority will execute and deliver the
Indenture, one or more Credit' Agreements, if applicable, and one or more Reserve Credit Agreements,
if applicable, which shall be identified in the Pricing Confirmation, in substantially one or more of said
forms with such changes therein as the Authorized Officer who executes the Pricing Confirmation shall
require or approve (substantially final forms of the Indenture, the Credit Agreement and, if applicable,
the Reserve Credit Agreement are to be delivered to the Authorized Officer concurrent with the Pricing
Confirmation), such approval of the Authorized Officer and this Legislative Body to be conclusively
evidenced by the execution of the Pricing Confirmation. In the case where the Note is to be assigned to
an Indenture, it is acknowledged that the Authority is authorized and requested to issue Bonds pursuant
to and as provided in the Indenture as finally executed. If the Credit Agreement identified in the Pricing
Confirmation is the Reserve Indenture, it is acknowledged that the Authority will issue the Reserve Bonds
pursuant to and as provided in the Reserve Indenture as finally executed.
The Authorized Officer is hereby authorized and directed to provide the Underwriter with
such information relating to the Local Agency as the Underwriter shall reasonably request for inclusion
in the Preliminary Official Statement and Official Statement of the Authority in the case where the Note
is a Pooled Note or in such other offering document prepared in the case of a Separately Marketed Note.
Upon inclusion of the information relating to the Local Agency therein, the Preliminary Official Statement
and Official Statement or such other offering document is, except for certain omissions permitted by Rule
15c2-12 of the Securities Exchange Act of 1934, as amended (the "Rule"), hereby deemed finalwithin
the meaning of the Rule with respect to the Local Agency. If, at any time prior to the execution of the
Pricing Confirmation, any event occurs as a result of which the information contained in the Preliminary
Official Statement or other offering document relating to the Local Agency might include an untrue
statement of a material fact or omit to state any material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, the Local Agency shall
promptly notify the Underwriter.
In the event the Pricing Confirmation specifies that the Credit Agreement shall be a
Reserve Indenture, it is acknowledged that the Authority will issue the Reserve Bonds for the purpose
of credit enhancement of the Bonds pursuant to and as provided in the Reserve Indenture as finally
executed in accordance with the preceding paragraph.
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Subject to Section 8 hereof, the Local Agency hereby agrees that if the Note shall become
a Defaulted Note, the unpaid portion (including the interest component, if applicable) thereof or the
portion (including the interest component, if applicable) to which a Credit Instrument applies for which
full reimbursement on a draw, payment or claim has not been made by the Maturity Date shall be deemed
outstanding and shall not be deemed to be paid until (i) any Credit Provider providing a Credit Instrument
with respect to the Note or the Series of Bonds issued in connection with the Note, has been reimbursed
for any drawings, payments or claims made under or from the Credit Instrument with respect to the Note,
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including interest accrued thereon, as provided therein and in the applicable Credit Agreement, and,
(ii) the holders of the Note or Series of the Bonds issued in connection with the Note are paid the full
principal amount represented by the unsecured portion of the Note plus interest accrued thereon
(calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee.
For purposes of clause (ii) of the preceding seJ?tence, holders of the Series of Bonds will be deemed to
have received such principal amount upon deposit of such moneys with the Trustee.
Subject to Section 8 hereof, the Local Agency hereby agrees that if the Note shall become
a Defaulted Reserve Note, the unpaid portion (including the interest component, if applicable) thereof or
the portion (including the interest component, if applicable) to which a Reserve Credit Instrument, if any,
applies for which full reimbursement on a Drawing has not been made by the Reserve Principal Payment
Date shall be deemed outstanding and shall not be deemed paid until (i) any Reserve Credit Provider
providing a Reserve Credit Instrument with respect to the Reserve Bonds (against the Reserve Fund of
which such Drawing'was made) has been reimbursed for any drawing or payment made under the
Reserve Credit Instrument with respect to the Note, including interest accrued thereon, as provided
therein and in the Reserve Credit Agreement, and (ii) the holders of the Note or Series of Bonds issued
in connection with the Note are paid the full principal amount represented by the unsecured portion of
the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such
aggregate required amount with the Trustee. For the purposes of clause (ii) of the preceding sentence,
holders of the Series of Bonds will be deemed to have received such principal amount upon deposit of
such moneys with the Trustee.
The Local Agency agrees to payor cause to be paid, in addition to the amounts payable
under the Note, any fees or expenses of the Trustee and, to the extent permitted by law, if the Local
Agency's Note is secured in whole or in part by a Credit Instrument and, if applicable, a Reserve Credit
Instrument (by virtue of the fact that the Series of Bonds is secured by a Credit Instrument and, if
applicable, Reserve Bonds are secured by a Reserve Credit Instrument), any Predefault Obligations and
Reimbursement Obligations (to the extent not payable under the Note), (i) arising out of an "Event of
Default" hereunder (or pursuant to Section 7 hereof) or (ii) arising out of any other event (other than an
event arising solely as a result of or otherwise attributable to a default by any other Issuer). In the case
described in (ii) above with respect to Predefault Obligations, the Local Agency shall owe only the
percentage of such fees, expenses and Predefault Obligations equal to the ratio of the principal amount
of its Note over the aggregate principal amounts of all notes, including the Note, of the Series of which
the Note is a part, at the time of original issuance of such Series. Such additional amounts will be paid
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 Oblil!ation. The Note will be issued in conjunction with a note or
notes of one or more other Issuers, either as a Separately Marketed Note or as a Pooled Note assigned
to secure a Series of Bonds. In all cases, the obligation of the Local Agency to make payments on or
in respect to its Note is a several and not a joint obligation and is strictly limited to the Local Agency's
repayment obligation under this Resolution and the Note.
Section 7. DisDosition of Proceeds of Note.
(A) Provisions apolicable if the Note is a Pooled Note. If the Note is a Pooled Note, the
moneys received from the sale of the Note or of the Series of Bonds issued in connection with the Note
allocable to the Local Agency's share of the costs of issuance (which shall include any fees and expenses
in connection with any Credit Instrument (and the Reserve Credit Instrument, if any) applicable to the
Note or Series of Bonds and the corresponding Reserve Bonds, if any) shall be deposited in the Costs of
Issuance Fund held and invested by the Trustee under the Indenture and expended as directed by the
Underwriter on costs of issuance as provided in the Indenture. The moneys received from the sale of
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the Note to the Authority, or allocable to the Note from the sale of Bonds, (net of the Local Agency's
share of the costs of issuance) shall be deposited in the Local Agency's Proceeds Subaccount hereby
authorized to be created pursuant to, and held and invested by the Trustee under, the Indenture for the
Local Agency and said moneys may be used and expended by the Local Agency for any purpose for
which it is authorized to use and expend mon~ys, upon requisition from the Proceeds Subaccount as
specified in the Indenture.
(B) Provisions applicable if the Note is a Separately Marketed Note. If the Note is
a Separately Marketed Note, the moneys received from the sale of the Note allocable to the costs of
issuance shall be deposited in a Costs of Issuance Account held and invested by the Paying Agent and
expended as directed by the Underwriter on costs of issuance. The Paying Agent is hereby authorized
and directed to establish and hold a Costs of Issuance Account. The moneys received from the sale of
the Note (net of the costs of issuance) shall be deposited in the Local Agency's Proceeds Account hereby
authorized to be created for the Local Agency and said moneys may be used and expended by the Local
Agency for any purpose for which it is authorized to use and expend moneys, upon requisition from the
Proceeds Account. The Paying Agent is hereby authorized and directed to establish and hold a Proceeds
Account. Any such Paying Agent shall signify its acceptance of its duties and obligations as such by
executing a certificate of acceptance.
Section 8. Source of Payment.
(A) Provisions Applicable if the Note is a Pooled Note.
(1) The principal amount of the Note, together with the interest thereon, shall be
payable from taxes, income, revenue (including, but not limited to, revenue from the state and federal
governments), cash receipts and other moneys which are received by the Local Agency for the general
fund of the Local Agency and are attributable to Fiscal Year 1993-1994 and which are available for
payment thereof. As security for the payment of the principal of and interest on the Note, the Local
Agency hereby pledges certain unrestricted revenues (as hereinafter provided) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and
shall be payable from the first moneys received by the Local Agency from such pledged revenues, and,
to the extent not so paid, shall be paid from any other taxes, income, revenue, cash receipts and other
moneys of the Local Agency lawfully available therefor (all as provided for in Sections 53856 and 53857
of the Act). The Noteholders, Bondholders, Credit Provider and, if applicable, the Reserve Credit
Provider shall have a first lien and charge on such certain unrestricted revenues as hereinafter provided
which are received by the Local Agency and are attributable to Fiscal Year 1993-1994. In order to effect
the pledge referenced in the preceding two sentences, the Local Agency hereby agrees and covenants to
establish and maintain a special account within the Local Agency's general fund to be designated the
"1993 Tax and Revenue Anticipation Note Payment Account" (the "Payment Account") and further agrees
and covenants to maintain the Payment Account until the payment of the principal of the Note and the
interest thereon. The Local Agency agrees to transfer to and deposit in the Payment Account the first
amounts received in the months specified in the Pricing Confirmation as Repayment Months (each
individual month a "Repayment Month" and collectively "Repayment Months") (and any amounts
received thereafter attributable to Fiscal Year 1993-1994) until the amount on deposit in the Payment
Account is equal in the respective Repayment Months identified in the Pricing Confirmation to the
percentage of the principal and interest due on the Note at maturity specified in the Pricing Confirmation.
In making such transfer and deposit, the Local Agency shall not be required to physically segregate the
amounts to be transferred to and deposited in the Payment Account from the Local Agency's other
general fund moneys, but, notwithstanding any commingling of funds for investment or other purposes,
the amounts required to be transferred to and deposited in the Payment Account shall nevertheless be
subject to the lien and charge created herein. The number of Repayment Months determined in the
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Pricing Confirmation shall not exceed six and the amount of money required to be deposited in each
Repayment Month as determined in the Pricing Confirmation shall not exceed fifty percent (50 %) of the
principal and interest due on the Note at maturity (such pledged amounts being hereinafter called the
"Pledged Revenues If). The Authorized Officer is hereby authorized to approve the determination of the
Repayment Months and percentages of the pri~ipal and interest due on the Note at maturity required to
be on deposit in the Payment Account in each Repayment Month, all as specified in the Pricing
Confirmation, by executing and delivering the Pricing Confirmation, such execution and delivery to be
conclusive evidence of approval by this Legislative Body and such officer. In the event on the day in
each such Repayment Month that a deposit to the Payment Account is required to be made, the Local
Agency has not received sufficient unrestricted revenues to permit the deposit into the Payment Account
of the full amount of Pledged Revenues to be deposited in the Payment Account from said unrestricted
revenues in said month, then the amount of any deficiency shall be satisfied and made up from any other
moneys of the Local Agency lawfully available for the payment of the principal of the Note and the
interest thereon, as and when such other moneys are received or are otherwise legally available. The
term "unrestricted revenues" sh-all mean all taxes, income, revenue (including, but not limited to, revenue
from the state and federal governments), cash receipts, and other moneys, intended as receipts for the
general fund of the Local Agency attributable to Fiscal Year 1993-1994 and which are generally available
for the payment of current expenses and other obligations of the Local Agency.
(2) Any moneys placed in the Payment Account shall be for the benefit of (i) the
holders of Bonds issued in connection with the Notes, (ii) (to the extent provided in the Indenture) the
Credit Provider, if any, and (iii) (to the extent provided in the Indenture and, if applicable, the Credit
Agreement) the Reserve Credit Provider, if any. The moneys in the Payment Account shall be applied
only for the purposes for which the Payment Account is created until the principal of the Note and all
interest thereon are paid or until provision has been made for the payment of the principal of the Note
at maturity with interest to maturity (in accordance with the requirements for defeasance of the Bonds as
set forth in the Indenture) and, if applicable, (to the extent provided in the Indenture and, if applicable,
the Credit Agreement) the payment of all Predefault Obligations and Reimbursement Obligations owing
to the Credit Provider and, if applicable, the Reserve Credit Provider.
(3) At least two (2) Business Days (as defined in the Indenture) prior to the Maturity
Date of the Note, the moneys in the Payment Account shall be transferred by the Local Agency to the
Trustee for deposit into the Bond Payment Fund, to the extent necessary, to pay the principal of and
interest on the Note or to reimburse the Credit Provider for payments made under or pursuant to the
Credit Instrument. In the event that moneys in the Payment Account are insufficient to pay the principal
of and interest on the Note in full on the Maturity Date, moneys in the Payment Account shall be applied
in the following priority: first to pay interest on the Note; second to pay principal of the Note; third to
reimburse the Credit Provider for payment, if any, of interest with respect to the Note; fourth to
reimburse the Credit Provider for payment, if any, of principal with respect to the Nòte; fifth to
reimburse the Reserve Credit Provider, if any, for payment, if any, of interest with respect to the Note;
sixth to reimburse the Reserve Credit Provider, if any, for payment, if any, of principal with respect to
the Note; and seventh to pay any Reimbursement Obligations of the Local Agency and any of the Local
Agency's pro rata share of Predefault Obligations owing to the Credit Provider and Reserve Credit
Provider (if any) as applicable. Any moneys remaining in or accruing to the Payment Account after the
principal of the Note and the interest thereon and any Predefault Obligations and Reimbursement
Obligations, if applicable, have been paid, or provision for such payment has been made, shall be
transferred to the general fund of the Local Agency, subject to any other disposition required by the
Indenture, or, if applicable, the Credit Agreement. Nothing herein shall be deemed to relieve the Local
Agency from its obligation to pay its Note in full on the Maturity Date.
(4) Moneys in the Proceeds Subaccount shall be invested by the Trustee pursuant to
the Indenture as directed by the Local Agency in Permitted Investments as described in and under the
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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.
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(5) At the written request of the Credit Provider, if any, or. the Reserve Credit
Provider, if any, the Local Agency shall, within ten (10) Business Days following the receipt of such
written request, file such report or reports to evidence the transfer to and deposit in the Payment Account
required by this Section 8 and provide such additional financial information as may be required by the
Credit Provider, if any, or the Reserve Credit Provider, if any.
(B) Provisions apolicable if the Note is a Separately Marketed Note.
(1). The principal amount of the Note, together with the interest thereon, shall be
payable from taxes, income, rêvenue (including, but not limited to, revenue from the state and federal
governments), cash receipts and other moneys which are received by the Local Agency for the general
fund of the Local Agency and are attributable to Fiscal Year 1993-1994 and which are available for
payment thereof. As security for the payment of the principal of and interest on the Note, the Local
Agency hereby pledges certain unrestricted revenues (as hereinafter provided) which are received by the
Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1993-1994,
and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and
shall be payable from the first moneys received by the Local Agency from such pledged revenues, and,
to the extent not so paid, shall be paid from any other taxes, income, revenue, cash receipts and other
moneys of the Local Agency lawfully available therefor (all as provided for in Sections 53856 and 53857
of the Act). In order to effect this pledge, the Local Agency hereby agrees and covenants to establish
and maintain a special fund within the Local Agency's general fund to be designated the "1993 Tax and
Revenue Anticipation Note Payment Fund" (the "Payment Fund"), and further agrees and covenants to
maintain the Payment Fund until the payment of the principal of the Note and the interest thereon. The
Local Agency agrees to transfer to and deposit in the Payment Fund the first amounts received in the
months specified in the Pricing Confirmation as Repayment Months (each individual month a "Repayment
Month" and collectively "Repayment Months ") (and any amounts received thereafter attributable to Fiscal
Year 1993-1994) until the amount on deposit in the Payment Fund is equal in the respective Repayment
Months identified in the Pricing Confirmation to the percentages of the principal and interest due on the
Note at maturity specified in the Pricing Confirmation. In making such transfer and deposit, the Local
Agency shall not be required to physically segregate the amounts to be transferred to and deposited in
the Payment Fund from the Local Agency's other general fund moneys, but, notwithstanding any
commingling of funds for investment or other purposes, the amounts required to be transferred to and
deposited in the Payment Fund shall nevertheless be subject to the lien and charge created herein. The
number of Repayment Months determined in the Pricing Confirmation shall not exceed six and the
amount of money required to be deposited in each Repayment Month as determined in the Pricing
Confirmation shall not exceed fifty percent (50 %) of the principal and interest due on the Note at maturity
(such pledged amounts being hereinafter called the "Pledged Revenues"). The Authorized Officer is
hereby authorized to approve the determination of the Repayment Months and percentages of the principal
and interest due on the Note at maturity required to be on deposit in the Payment Fund in each
Repayment Month, all as specified in the Pricing Confirmation, by executing and delivering the Pricing
Confirmation, such execution and delivery to be conclusive evidence of approval by this Legislative Body
and such officer. In the event that on the day in each such Repayment Month that a deposit to the
Payment Fund is required to be made, the Local Agency has not received sufficient unrestricted revenues
to permit the deposit into the Payment Fund of the full amount of Pledged Revenues to be deposited in
the Payment Fund from said unrestricted revenues in said month, then the amount of any deficiency shall
be satisfied and made up from any other moneys of the Local Agency lawfully available for the payment
of the principal of the Note and the interest thereon, as and when such other moneys are received or are
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otherwise legally available. The term "unrestricted revenues" shall mean all taxes, income, revenue
(including, but not limited to, revenue from the state and federal governments), cash receipts, and other
moneys, intended as receipts for the general fund of the Local Agency attributable to Fiscal Year
1993-1994 and which are generally available for the payment of current expenses and other obligations
of the Local Agency. ~
(2) Any moneys placed in the Payment Fund shall be for the benefit of the owner of
the Note. The moneys in the Payment Fund shall be applied only for the purposes for which the Payment
Fund is created until the principal of the Note and all interest thereon are paid or until provision has been
made for the payment of the principal of the Note at maturity with interest to maturity.
(3) At least two (2) Business Days prior to the Maturity Date of the Note, the moneys
in the Payment Fund shall be transferred by the Local Agency to the Paying Agent, to the extent
necessary, to pay the principal of and interest on the Note. In the event that moneys in the Payment Fund
are insufficient to pay the prinéipal of and interest on the Note in full on the Maturity Date, moneys in
the Payment Fund shall be applied in the following priority: first to pay interest on the Note and second
to pay principal of the Note. Any moneys remaining in or accruing to the Payment Fund after the
principal of the Note and the interest thereon, have been paid, or provision for such payment has been
made, shall be transferred by the Paying Agent to the Local Agency.
(4) Moneys in the Proceeds Account shall be invested by the Paying Agent pursuant
to instructions of the Local Agency in an investment agreement or investment agreements designated in
the Pricing Confirmation and/or other permitted investments designated in the Pricing Confirmation. The
type of investment or investments to be applicable to the proceeds of the Note shall be determined in the
Pricing Confirmation. Any such investment by the Paying Agent shall be for the account and risk of the
Local Agency and the Local Agency shall not be deemed to be relieved of any of its obligations with
respect to the Note, by reason of such investment of the moneys in its Proceeds Account.
Section 9. Execution of Note. Anyone of the District Manager, Assistant District
Manager, Chair or Vice-Chair of the Board of Directors of the Local Agency or any other officer
designated by the Legislative Body shall be authorized to execute the Note by manual or facsimile
signature and the Secretary or Clerk of the Legislative Body of the Local Agency, or any duly appointed
assistant thereto, shall be authorized to countersign the Note by manual or facsimile signature. Said
officers of the Local Agency, are hereby authorized to cause the blank spaces of the Note to be filled in
as may be appropriate pursuant to the Pricing Confirmation. If the Note is a Pooled Note, said officers
are hereby authorized and directed to cause the Trustee, as registrar and authenticating agent, to
authenticate and accept delivery of the Note pursuant to the terms and conditions of the Purchase
Agreement, this Resolution and the Indenture. If the Note is a Separately Marketed Note, said officers
are hereby authorized and directed to cause U.S. Trust Company of California, N.A. as paying agent,
registrar and authenticating agent (the "Paying Agent") to authenticate and deliver the Note pursuant to
the terms and conditions of the Purchase Agreement and this Resolution. In case any officer whose
signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such
signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had
remained in office until delivery. The Note shall have thereon a certificate of authentication substantially
in the form hereinafter set forth duly executed by the Trustee or Paying Agent (as applicable) and
showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be
entitled to any security or benefit under this Resolution unless and until such certificate of authentication
shall have been duly executed by the Trustee or Paying Agent, as applicable, by manual signature, and
such certificate of authentication upon any such Note shall be conclusive evidence that such has been
authenticated and delivered under this Resolution. The certificate of authentication on the Note shall be
deemed to have been executed by the Trustee or Paying Agent, as applicable, if signed by an authorized
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officer of the Trustee or Paying Agent, as applicable. The Note need not bear the seal of the Local
Agency, if any.
Section 10. Note Reeistration and Transfer.
(A) Provisions Applicable if the Note is a Pooled Note. (1) As long as the Note
remains outstanding, the Local Agency shall maintain and keep at the principal corporate trust office of
the Trustee, books for the registration and transfer of the Note. The Note shall initially be registered in
the name of the Trustee under the Indenture to which the Note is assigned. Upon surrender of the Note
for transfer at the office of the Trustee with a written instrument of transfer satisfactory to the Trustee,
duly executed by the registered owner or its duly authorized attorney, and upon payment of any tax, fee
or other governmental charge required to be paid with respect to such transfer or the Local Agency shall
execute and the Trustee shall authenticate and deliver, in the name of the designated transferee, a fully
registered Note. For' every transfer of the Note, the Local Agency or the Trustee may make a charge
sufficient to reimburse it for aIÍy tax, fee or other governmental charge required to be paid with respect
to the transfer, which sum or sums shall be paid by the person requesting such transfer as a condition
precedent to the exercise of the privilege of making such transfer.
,
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(2) Subject to Section 6 hereof, the Local Agency and the Trustee and their respective
successors may deem and treat the person in whose name the Note is registered as the absolute owner
thereof for all purposes and the Local Agency and the Trustee and their respective successors shall not
be affected by any notice to the contrary, and payment of or on account of the principal of the Note shall
be made only to or upon the order of the registered owner thereof. All such payments shall be valid and
effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid.
(3) Any Note may, in accordance with its terms, be transferred upon the books
required to be kept by the Trustee, pursuant to the provisions hereof by the person in whose name it is
registered, in person or by his duly authorized attorney, upon surrender of such Note for cancellation,
accompanied by delivery of a written instrument of transfer, duly executed in form approved by the
Trustee.
(4) The Trustee or the Authorized Officer of the Local Agency, acting separately or
together, are authorized to sign any letter of representations which may be required in connection with
the delivery of the Bonds if such Bonds are delivered in book-entry form.
(5) In the event the Credit Instrument is the Reserve Fund and Reserve Bonds are
issued in connection therewith, if such Reserve Bonds must be redeemed in part pursuant to the
provisions of the Reserve Indenture, the Reserve Trustee is authorized and directed to execute and deliver
to the registered owner thereof at the expense of the Local Agency if the Local Agency's Note is then
deemed outstanding, a new Reserve Bond or Reserve Bonds of authorized denominations pursuant to the
terms of the Reserve Indenture.
.
(B) Provisions Applicable if the Note is a Seoarately Marketed Note. (1) As long as
the Note remains outstanding, the Local Agency shall maintain at the principal corporate trust office of
the Paying Agent, books for the registration and transfer of the Note. The Note shall be prepared in the
form of fully registered Notes in denominations of five thousand dollars ($5,000) or any integral multiple
thereof. The Note shall be initially issued registered in the name of "Cede & Co.," as nominee of The
Depository Trust Company, New York, New York, and shall be evidenced by one Note to be in a
denomination corresponding to the total principal amount of the Note. Registered ownership of the Note,
or any portion hereof, may not hereafter be transferred except as hereinafter set forth. Registered
ownership of such Note, or any portion thereof, may not thereafter be transferred except:
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(a) to any successor of The Depository Trust Company or its nominee, or
of any substitute depository designated pursuant to clause (b) of this subsection (1) ("Substitute
Depository"); provided that any successor of The Depository Trust Company or Substitute
Depository shall be qualified under any applicable laws to provide the service proposed to be
provided by it; :-
(b) to any Substitute Depository not objected to by the Local Agency, upon
(i) the resignation of The Depository Trust Company or its successor (or any Substitute
Depository or its successor) from its functions as depository, or (ii) a determination by the Local
Agency to substitute another depository for The Depository Trust Company (or its successor)
because The Depository Trust Company (or its successor) is no longer able to carry out its
functions as depository; provided that any such Substitute Depository shall be qualified under any
applicable laws to provide the services proposed to be provided by it; or
(c) . to any person as provided below, upon (i) the resignation of The
Depository Trust Company or its successor (or any Substitute Depository or its successor) from
its functions as depository, or (ii) a determination by the Local Agency to discontinue using a
depository.
.
(2) In the case of any transfer pursuant to clause (a) or clause (b) of subsection (1)
of this subsection (B), upon receipt of all outstanding Notes by the Paying Agent, together with a written
request of an Authorized Officer of the Local Agency to the Paying Agent designating the Substitute
Depository, a single new Note, which the Local Agency shall prepare or cause to be prepared, shall be
executed and delivered, registered in the name of such successor or such Substitute Depository, or their
nominees, as the case may be, all as specified in such written request of an Authorized Officer of the
Local Agency. In the case of any transfer pursuant to clause (c) of subsection (1) of this subsection (B),
upon receipt of all outstanding Notes by the Paying Agent, together with a written request of an
Authorized Officer of the Local Agency to the Paying Agent, new Notes, which the Local Agency shall
prepare or cause to be prepared, shall be executed and delivered in such denominations and registered
in the names of such persons as are requested in such written request of an Authorized Officer of the
Local Agency, subject to the limitations of Section 2 hereof.
(3) Subject to Section 6 hereof, the Paying Agent and the Local Agency and their
respective successors shall be entitled to treat the person in whose name any Note is registered as the
Owner thereof for all purposes of this Resolution and any applicable laws, notwithstanding any notice to
the contrary received by the Local Agency; and the Local Agency shall not have responsibility for
transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners
of the Note. Neither the Local Agency, nor the Paying Agent nor their respective successors shall have
any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party,
including The Depository Trust Company or its successor (or Substitute Depository or its successor),
except to the owner of any Notes, and the Local Agency and the Paying Agent may rely conclusively on
their records as to the identity of the owners of the Note.
.
(4) Notwithstanding any other provision of this Resolution and so long as the Note
is outstanding and registered in the name of Cede & Co. or its registered assigns, the Local Agency shall
cooperate with Cede & Co., as sole registered Noteowner, and its registered assigns in effecting payment
of the principal of and interest on the Note by arranging for payment in such manner that funds for such
payments are properly identified and are made available on the date they are due all in accordance with
a letter of representations to be delivered in connection with the Note (the "Letter of Representations"),
the provisions of which the Local Agency may rely upon to implement the foregoing procedures
notwithstanding any inconsistent provisions herein. The Authorized Officer is hereby directed to execute
the Letter of Representations on behalf of the Local Agency.
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(C) Provisions Applicable to both Pooled Notes and Separately Marketed Notes.
(1) The Trustee or Paying Agent, as applicable, will keep or cause to be kept, at its principal corporate
trust office, sufficient books for the registration and transfer of the Note, which shall be open to
inspection by the Local Agency during regular business hours. Upon presentation for such purpose, the
Trustee or Paying Agent, as applicable, shall~ under such reasonable regulations as it may prescribe,
register or transfer or cause to be registered or transferred, on such books, the Note as hereinbefore
provided.
(2) If any Note shall become mutilated, or the Local Agency, at the expense of the
registered owner of such Note, shall execute, and the Trustee or Paying Agent, as applicable, shall
thereupon authenticate and deliver a new Note of like tenor and number in exchange and substitution for
the Note so mutilated, but only upon surrender to the Trustee or Paying Agent, as applicable, of the Note
so mutilated. Every mutilated Note so surrendered to the Trustee shall be cancelled by it and delivered
to, or upon the order of, the Local Agency. If any Note shall be lost, destroyed or stolen, evidence of
such loss, destruction or theft may be submitted to the Local Agency and the Trustee or Paying Agent,
as applicable, and, if such evidence be satisfactory to them and indemnity satisfactory to them shall be
given, the Local Agency, at the expense of the registered owner, shall execute, and the Trustee or the
Paying Agent, as applicable, shall thereupon authenticate and deliver a new Note of like tenor and
number in lieu of and in substitution for the Note so lost, destroyed or stolen (or if any such Note shall
have matured or shall be about to mature, instead of issuing a substitute Note, the Trustee or Paying
Agent, as applicable, may pay the same without surrender thereof). The Trustee or Paying Agent, as
applicable, may require payment of a sum not exceeding the actual cost of preparing each new Note
issued pursuant to this paragraph and of the expenses which may be incurred by the Local Agency and
the Trustee or Paying Agent, as applicable, in such preparation. Any Note issued under these provisions
in lieu of any Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual
obligation on the part of the Local Agency, whether or not the Note so alleged to be lost, destroyed or
stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Resolution with
all other Notes secured by this Resolution.
Section 11. Representations and Covenants.
(A) The Local Agency is a public agency duly organized and existing under and by
virtue of the laws of the State of California and has all necessary power and authority to (i) adopt the
Resolution, (ii) enter into and perform its obligations under the Purchase Agreement, and (Hi) issue the
Note.
(B) (i) Upon the issuance of the Note, the Local Agency will have taken all action
required to be taken by it to authorize the issuance and delivery of the Note and the performance of its
obligations thereunder, and (ii) the Local Agency has full legal right, power and authority to issue and
deliver the Note.
(C) The issuance of the Note, the adoption of the Resolution and the execution and
delivery of the Purchase Agreement, and compliance with the provisions hereof and thereof will not
contlict with, breach or violate any law, administrative regulation, court decree, resolution, charter,
by-laws or other agreement to which the Local Agency is subject or by which it is bound.
CD) Except as may be required under blue sky or other securities law of any state or
Section 3(a)(2) of the Securities Act of 1933, there is no consent, approval, authorization or other order
of, or filing with, or certification by, any regulatory authority having jurisdiction over the Local Agency
required for the issuance and sale of the Note or the consummation by the Local Agency of the other
transactions contemplated by this Resolution except those the Local Agency shall obtain or perform prior
to or upon the issuance of the Note.
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(E) The Local Agency has (or will have prior to the issuance of the Note) duly,
regularly and properly adopted a preliminary budget for Fiscal Year 1993-1994 setting forth expected
revenues and expenditures and has complied with all statutory and regulatory requirements with respect
to the adoption of such budget. The Local Agency hereby covenants that it will (i) duly, regularly and
properly prepare and adopt its final budget fqr Fiscal Year 1993-1994, (ii) provide to the Trustee or
Paying Agent (as applicable), the Credit Provider, if any, the Reserve Credit Provjder, if any, and the
Underwriter, promptly upon adoption, copies of such final budget and of any subsequent revisions,
modifications or amendments thereto and (iii) comply with all applicable laws pertaining to its budget.
(F) The sum of the principal amount of the Local Agency's Note plus the interest
payable thereon, on the date of its issuance, will not exceed fifty percent (50 %) of the estimated amounts
of the Local Agency's uncollected taxes, income, revenue (including, but not limited to, revenue from
the state and federal governments), cash receipts, and other moneys to be received by the Local Agency
for the general fund 'of the Local Agency attributable to Fiscal Year 1993-1994 all of which will be
legally available to pay princip'al of and interest on the Note.
(G) The Local Agency (i) has not defaulted within the past twenty (20) years, and is
not currently in default, on any debt obligation and (ii), to the best knowledge of the Local Agency, has
never defaulted on any debt obligation.
(H) The Local Agency's most recent audited financial statements present fairly the
financial condition of the Local Agency as of the date thereof and the results of operation for the period
covered thereby. Except as has been disclosed to the Underwriter, the Credit Provider, if any, and the
Reserve Credit Provider, if any, there has been no change in the financial condition of the Local Agency
since the date of such audited financial statements that will in the reasonable opinion of the Local Agency
materially impair its ability to perform its obligations under this Resolution and the Note. The Local
Agency agrees to furnish to the Underwriter, the Trustee (or the Paying Agent, if applicable), the Credit
Provider, if any, and the Reserve Credit Provider, if any, promptly, from time to time, such information
regarding the operations, financial condition and property of the Local Agency as such party may
reasonably request.
(I) There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, arbitrator, governmental or other board, body or official, pending or, to the best
knowledge of the Local Agency, threatened against or affecting the Local Agency questioning the validity
of any proceeding taken or to be taken by the Local Agency in connection with the Note, the Purchase
Agreement, the Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this
Resolution, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the Local
Agency of any of the foregoing, or wherein an unfavorable decision, ruling or finding would have a
materially adverse effect on the Local Agency's financial condition or results of operations or on the
ability of the Local Agency to conduct its activities as presently conducted or as proposed or contemplated
to be conducted, or would materially adversely affect the validity or enforceability of, or the authority
or ability of the Local Agency to perform its obligations under, the Note, the Purchase Agreement, the
Indenture, the Credit Agreement, if any, the Reserve Credit Agreement, if any, or this Resolution.
(1) Upon issuance of the Note, the Note and this Resolution will constitute legal,
valid and binding agreements of the Local Agency, enforceable in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy or other laws affecting creditors' rights
generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial
discretion in appropriate cases and the limitations on legal remedies against local agencies, as applicable,
in the State of California.
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(1<) It is hereby covenanted and warranted by the Local Agency that all representations
and recitals contained in this Resolution are true and correct, and that the Local Agency and its
appropriate officials have duly taken, or will take, all proceedings necessary to be taken by them, if any,
for the levy, receipt, collection and enforcement of the Pledged Revenues in accordance with law for
carrying out the provisions of this Resolution ¥J,d the Note.
(L) The Local Agency shall not incur any indebtedness secured by a pledge of its
unrestricted revenues unless such pledge is subordinate in all respects to the pledge of unrestricted
revenues hereunder.
(M) So long as the Credit Provider, if any, is not in default under the Credit
Instrument or the Reserve Credit Provider, if any, is not in default under the corresponding Reserve
Credit Agreement, the Local Agency hereby agrees to pay its pro rata share of all Predefault Obligations
and all Reimbursement Obligations attributable to the Local Agency in accordance with provisions of the
Credit Agreement, if any, the "Reserve Credit Agreement, if any, and/or the Indenture, as applicable.
Prior to the Maturity Date, moneys in the Local Agency's Payment Account shall not be used to make
such payments. The Local Agency shall pay such amounts promptly upon receipt of notice from the
Credit Provider or from the Reserve Credit Provider, if applicable, that such amounts are due to it.
(N) If the Note is a Pooled Note, so long as any Bonds issued in connection with the
Notes are Outstanding, or any Predefault Obligation or Reimbursement Obligation is outstanding, the
Local Agency will not create or suffer to be created any pledge of or lien on the Note other than the
pledge and lien of the Indenture.
.
(0)
The Local Agency will maintain a positive general fund balance.
Section 12. Tax Covenants. (A) The Local Agency will not take any action or fail to
take any action if such action or failure to take such action would adversely affect the exclusion from
gross income of the interest payable on the Note under Section 103 of the Internal Revenue Code of 1986
(the "Code"). Without limiting the generality of the foregoing, the Local Agency will not make any use
of the proceeds of the Note or any other funds of the Local Agency which would cause the Note to be
an "arbitrage bond" within the meaning of Section 148 of the Code, a "private activity bond" within the
meaning of Section 141(a) of the Code, or an obligation the interest on which is subject to federal income
taxation because it is "federally guaranteed" as provided in Section 149(b) of the Code. The Local
Agency, with respect to the proceeds of the Note, will comply with all requirements of such sections of
the Code and all regulations of the United States Department of the Treasury issued or applicable
thereunder to the extent that such requirements are, at the time, applicable and in effect.
(B) The Local Agency hereby (i) represents that the aggregate face amount of all tax-
exempt obligations (including any tax-exempt leases, but excluding private activity bonds), issued and to
be issued by the Local Agency during calendar year 1993, including the Note, is not reasonably expected
to exceed $5,000,000; or (ii) covenants that the Local Agency will take all legally permissible steps
necessary to ensure that all of the gross proceeds of the Note will be expended no later than the day that
is six months after the date of issuance of the Note so as to satisfy the requirements of Section
148(t)(4)(B) of the Code.
.
(C) Notwithstanding any other provision of this Resolution to the contrary, upon the
Local Agency's failure to observe, or refusal to comply with, the covenants contained in this Section 12,
no one other than the holders or former holders of the Note, the Bond Owners, the Credit Provider, if
any, the Reserve Credit Provider, if any, or the Trustee (or Paying Agent, as applicable) on their behalf
shall be entitled to exercise any right or remedy under this Resolution on the basis of the Local Agency's
failure to observe, or refusal to comply with, such covenants.
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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 pccurs, it is hereby defined as and declared to be and to
constitute an "Event of Default":
(A) Failure by the Local Agency to make or cause to be made the transfers and
deposits to the Payment Account or Payment Fund, as applicable, or any other payment required
to be paid hereunder on or before the date on which such transfer, deposit or other payment is
due and payable;
(B) Failure by the Local Agency to observe and perform any covenant, condition or
agreement on'its part to be observed or performed under this Resolution, for a period of fifteen
(15) days after written notice, specifying such failure and requesting that it be remedied, is given
to the Local Agency by the Trustee (or Paying Agent, as applicable), the Credit Provider, if
applicable, or the Reserve Credit Provider, if applicable, unless the Trustee (or Paying Agent,
as applicable) and the Credit Provider or the Reserve Credit Provider, if applicable, shall all
agree in writing to an extension of such time prior to its expiration;
.
(C) Any warranty, representation or other statement by or on behalf of the Local
Agency contained in this Resolution or the Purchase Agreement (including the Pricing
Confirmation) or in any requisition or any fmancial report delivered by the Local Agency or in
any instrument furnished in compliance with or in reference to this Resolution or the Purchase
Agreement or in connection with the Note, is false or misleading in any material respect;
CD) A petition is filed against the Local Agency under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction,
whether now or hereafter in effect and is not dismissed within 30 days after such filing, but the
Trustee (or Paying Agent, as applicable) shall have the right to intervene in the proceedings prior
to the expiration of such 30 days to protect its and the Bond Owners' (or Noteholders') interests;
(E) The Local Agency files a petition in voluntary bankruptcy or seeking relief under
any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents
to the filing of any petition against it under such law; or
(F) The Local Agency admits insolvency or bankruptcy or is generally not paying its
debts as such debts become due, or becomes insolvent or bankrupt or makes an assignment for
the benefit of creditors, or a custodian (including without limitation a receiver, liquidator or
trustee) of the Local Agency or any of its property is appointed by court order or takes
possession thereof and such order remains in effect or such possession continues for more than
30 days, but the Trustee (or Paying Agent, as applicable) shall have the right to intervene in the
proceedings prior to the expiration of such 30 days to protect its and the Bond Owners' or
Noteholders' interests.
.
Whenever any Event of Default referred to in this Section 13 shall have happened and
be continuing, the Trustee (or Paying Agent, as applicable) shall, in addition to any other remedies
provided herein or by law or under the Indenture, if applicable, have the right, at its option without any
further demand or notice, to take one or any combination of the following remedial steps:
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(1) Without declaring the Note to be immediately due and payable, require the Local
Agency in the case the Note is a Pooled Note, to pay to the Trustee, and in the case the Note is
a Separately Marketed Note, to pay to the Paying Agent, in either case, an amount equal to the
principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and
upon notice to the Local Agency the ~ame shall become immediately due and payable by the
Local Agency without further notice or demand; and
(2) Take whatever other action at law or in equity (except for acceleration of payment
on the Note) which may appear necessary or desirable to collect the amounts then due and
thereafter to become due hereunder or to enforce any other of its rights hereunder.
Notwithstanding the foregoing, if the Local Agency's Note is secured in whole or in part
by a Credit Instrument (other than the Reserve Fund) or if the Credit Provider is subrogated to rights
under the Local Agency's Note, as long as the Credit Provider has not failed to comply with its payment
obligations under the Credit Instrument, the Credit Provider shall have the right to direct the remedies
upon any Event of Default hereunder, and, not withstanding the foregoing, if a Reserve Credit Instrument
is applicable, as long as the Reserve Credit Provider has not failed to comply with its payment obligations
under the Reserve Credit Agreement, the Reserve Credit Provider shall have the right (prior to the Credit
Provider) to direct the remedies upon any Event of Default hereunder, in each case so long as such action
will not materially adversely affect the rights of any Bond Owner, and the Credit Provider's and Reserve
Credit Provider's (if any) prior consent shall be required to any remedial action proposed to be taken by
the Trustee hereunder.
.
If the Credit Provider is not reimbursed on the Maturity Date for the drawing, payment
or claim, as applicable, used to pay principal of and interest on the Note due to a default in payment on
the Note by the Local Agency, as provided in Section 5.03 of the Indenture, or if any principal of or
interest on the Note remains unpaid after the Maturity Date, the Note shall be a Defaulted Note, the
unpaid portion (including the interest component, if applicable) thereof or the portion (including the
interest component, if applicable) to which a Credit Instrument applies for which reimbursement on a
draw, payment or claim has not been made shall be deemed outstanding and shall bear interest at the
Default Rate until the Local Agency's obligation on the Defaulted Note is paid in full or payment is duly
provided for, all subject to Section 8 hereof.
If the Credit Instrument is the Reserve Fund and the Reserve Bonds are secured by the
Reserve Credit Instrument and all principal of and interest on the Note is not paid in full by the Reserve
Principal Payment Date, the Defaulted Note shall become a Defaulted Reserve Note and the unpaid
portion (including the interest component, if applicable) thereof (or the portion thereof with respect to
which the Reserve Fund applies for which reimbursement on a Drawing has not been fully made) shall
be deemed outstanding and shall bear interest at the Default Rate until the Local Agency's obligation on
the Defaulted Reserve Note is paid in full or payment is duly provided for, all subject to Section 8 hereof.
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Section 14. Trustee/Payine A2ent. The Trustee is hereby appointed as paying agent,
registrar and authenticating agent for the Note if it is a Pooled Note. The Paying Agent is hereby
appointed as paying agent, registrar and authenticating agent for the Note if it is a Separately Marketed
Note. The Local Agency hereby directs and authorizes the payment by the Trustee or Paying Agent,
respectively, of the interest on and principal of the Note when such become due and payable, from
amounts received by the Trustee or Paying Agent from the Local Agency in the manner set forth herein.
The Local Agency hereby covenants to deposit funds in such account or fund, as applicable, at the time
and in the amount specified herein to provide sufficient moneys to pay the principal of and interest on
the Note on the day on which it matures. Payment of the Note shall be in accordance with the terms of
the Note and this Resolution.
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The Local Agency hereby agrees to maintain as paying agent, registrar and authenticating
agent of the Note, (i) the Trustee under the Indenture, or (ii) the Paying Agent under the terms of this
Resolution.
Section 15. Sale of Note. Th~ Note shall be sold to the Authority, in accordance with
the terms of the Purchase Agreement, hereinbefore approved.
Section 16. Aporoval of Actions. The aforementioned officers of the Local Agency are
hereby authorized and directed to execute the Note and cause the Trustee or Paying Agent, as applicable,
to authenticate and accept delivery of the Note, pursuant to the terms and conditions of the Purchase
Agreement and the Indenture. All actions heretofore taken by the officers and agents of the Local
Agency or this Legislative Body with respect to the sale and issuance of the Note and participation in the
Program are hereby approved, confirmed and ratified and the officers and agents of the Local Agency
are hereby authorized"and directed, for and in the name and on behalf of the Local Agency, to do any
and all things and take any and all actions and execute any and all certificates, agreements and other
documents which they, or any of them, may deem necessary or advisable in order to consummate the
lawful issuance and delivery of the Note in accordance with, and related transactions contemplated by,
this Resolution. The officers of the Local Agency referred to above in Section 4 hereof are hereby
designated as "Authorized Local Agency Representatives" under the Indenture.
.
In the event that the Note or a portion thereof is secured by a Credit Instrument, the
Authorized Officer is hereby authorized and directed to provide the Credit Provider and, if applicable,
the Reserve Credit Provider, with any and all information relating to the Local Agency as such Credit
Provider or Reserve Credit Provider may reasonably request.
Section 17. Proceedinl!s Constitute Contract. The provisions of the Note and of this
Resolution shall constitute a contract between the Local Agency and the registered owner of the Note,
the Credit Provider, if any, and the Reserve Credit Provider, if any, and such provisions shall be
enforceable by mandamus or any other appropriate suit, action or proceeding at law or in equity in any
court of competent jurisdiction, and shall be irrepealable.
Section 18. Limited Liability. Notwithstanding anything to the co.Qtrary contained
herein or in the Note or in any other document mentioned herein or related to the Note or to any Series
of Bonds to which the Note may be assigned, the Local Agency shall not have any liability hereunder or
by reason hereof or in connection with the transactions contemplated hereby except to the extent payable
from moneys available therefor as set forth in Section 8 hereof.
Section 19. Amendments. At any time or from time to time, the Local Agency may
adopt one or more Supplemental Resolutions with the written consents of the Authority, the Credit
Provider, if any, and the Reserve Credit Provider, if any, but without the necessity for consent of the
owners of the Note or of the Bonds issued in connection with the Notes for anyone or more of the
following purposes:
(A) to add to the covenants and agreements of the Local Agency in this Resolution,
other covenants and agreements to be observed by the Local Agency which are not contrary to
or inconsistent with this Resolution as theretofore in effect;
.
(8) 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;
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(C) to confirm, as further assurance, any pledge under, and the subjection to any lien
or pledge created or to be created by, this Resolution, of any monies, securities or funds, or to
establish any additional funds or accounts to be held under this Resolution;
(D) to cure any ambiguity (" supply any omission, or cure or correct any defect or
inconsistent provision in this Resolution; or
(E)
to amend or supplement this Resolution in any other respect;
provided, however, that any such Supplemental Resolution does not adversely affect the interests of the
owners of the Note or of the Bonds issued in connection with the Notes.
Any modifications or amendment of this Resolution and of the rights and obligations of
the Local Agency and- of the owners of the Note or of the Bonds issued in connection with the Notes may
be made by a Supplemental Resolution, with the written consent of the owners of at least a majority in
principal amount of the Note or of the Bonds issued in connection with the Notes outstanding at the time
such consent is given; provided, however, that if such modification or amendment will, by its terms, not
take effect so long as the Note or any Bonds issued in connection with the Notes remain outstanding, the
consent of the owners of such Note or of such Bonds shall not be required. No such modification or
amendment shall permit a change in the maturity of the Note or a reduction of the principal amount
thereof or an extension of the time of any payment thereon or a reduction of the rate of interest thereon,
or a change in the date or amounts of the pledge set forth in this Resolution, without the consent of the
owners of such Note or the owners of the Bonds issued in connection with the Notes, or shall reduce the
percentage of the Notes or Bonds the consent of the owners of which is required to effect any such
modification or amendment, or shall change or modify any of the rights or obligations of the Trustee or
Paying Agent, as applicable, without its written assent thereto.
Section 20. Severability. In the event any provision of this Resolution shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
Section 21. Appointment of Bond Counsel. The law firm of Orrick, Herrington &
Sutcliffe, Los Angeles, California is hereby appointed Bond Counsel for the Program.
Section 22. Ap90intment of Underwriter. Sutro & Co. Incorporated, Los Angeles,
California, is hereby appointed underwriter for the Program.
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EXHIBIT A
CARDIFF SANITATION DISTRICT
1993-1994 TAX AND REVENUE ANTICIPATION NOTE, [SERIES -.1"
,
Interest Rate
Date of
Ori~inal Issue
Maturity Date
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 maturity date set forth above, the principal sum specified above in lawful money of the
United States of America, together with interest thereon at the rate of interest specified above (the "Note
Rate"). Principal of and interest on this Note are payable in such coin or currency of the United States
as at the time of payment is legal tender for payment of private and public debts, such principal and
interest to be paid upon surrender hereof at the principal corporate trust office of U.S. Trust Company
of California, N.A. in Los Angeles, California, or its successor in trust (the ["Trustee"/"Paying
Agent"]:=t). Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day
months, in like lawful money from the date hereof until the maturity date specified above and, if funds
are not provided for payment at maturity, thereafter on the basis of a 360-day year for actual days elapsed
until payment in full of said principal sum. Both the principal of and interest on this Note shall be
payable only to the registered owner hereof upon surrender of this Note as the same shall fall due;
provided, however, no interest shall be payable for any period after maturity during which the holder
hereof fails to properly present this Note for payment. If the Local Agency fails to pay this Note when
due or the Credit Provider (as defined in the Resolution hereinafter described), if any, is not reimbursed
in full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution)
to pay all or a portion (including the interest component, if applicable) of this Note on the date of such
payment, this Note shall become a Defaulted Note (as defined and with the consequences set forth in the
Resolution). If this Note becomes a Defaulted Note and any portion thereof remains unpaid on the
Reserve Principal Payment Date (if applicable and as more particularly described and defined in the
Resolution) this Note shall become a Defaulted Reserve Note (as defined and with the consequences set
forth in the Resolution).
" If more than one Series of Bonds is issued under the Program in Fiscal Year 1993-1994 and if the Note is pooled
with notes issued by other Issuers (as defined in the Resolution).
::! Trustee if Note is pooled with notes of other Issuers; Paying Agent if Note is marketed individually, the
determination of which shall be made in the Pricing Confrnnation.
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It is hereby certified, recited and declared that this Note (the "Note") represents the
authorized issue of the Note in the aggregate principal amount authorized, executed and delivered
pursuant to and by authority of certain resolutions of the Local Agency duly passed and adopted
heretofore, under and by authority of Article 7.6 (commencing with Section 53850) of Chapter 4, Part 1,
Division 2, Title 5 of the California Government Code (collectively, the "Resolution"), to all of the
provisions and limitations of which the owner ~f this Note, by acceptance hereof, assents and agrees.
The principal of the Note, together with the interest thereon, shall be payable from taxes,
income, revenue, cash receipts and other moneys which are received by the Local Agency for the general
fund of the Local Agency and are attributable to Fiscal Year 1993-1994 and which are available for
payment thereof. As security for the payment of the principal of and interest on the Note, the Local
Agency has pledged the first amounts of unrestricted revenues of the Local Agency received in
and (and any amounts received thereafter attributable to Fiscal
Year 1993-1994) until the amount on deposit in the [payment Account/Payment Fundp (as defined
in the Resolution) in each such month, is equal to the corresponding percentages of principal of and
interest due on the Note at maturity set forth in the Pricing Confirmation (as defined in the Resolution)
(such pledged amounts being hereinafter called the "Pledged Revenues"), and the principal of the Note
and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the
Pledged Revenues, and to the extent not so paid shall be paid from any other moneys of the Local
Agency lawfully available therefor as set forth in the Resolution. The full faith and credit of the Local
Agency is not pledged to the payment of the principal of or interest on this Note.
This Note is transferable, as provided by the Resolution, only upon the books of the Local
Agency kept at the office of the [frustee/Paying Agent], by the registered owner hereof in person or by
its duly authorized attorney, upon surrender of this Note for transfer at the office of the [frustee/Paying
Agent], duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the
[frustee/Paying Agent] duly executed by the registered owner hereof or its duly authorized attorney, and
upon payment of any tax, fee or other governmental charge required to be paid with respect to such
transfer, a fully registered Note will be issued to the designated transferee or transferees.
The Local Agency and the [frustee/Paying Agent] may deem and treat the registered
owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of
principal hereof and interest due hereon and for all other purposes, and the Local Agency and the
[frustee/Paying A'gent] shall not be affected by any notice to the contrary.
This Note shall not be valid or become obligatory for any purpose until the Certificate
of Authentication and Registration hereon shall have been signed by the [frustee/Paying Agent].
It is hereby certified that all of the conditions, things and acts required to exist, to have
happened and to have been performed precedent to and in the issuance of this Note do exist, have
happened and have been performed in due time, form and manner as required by the Constitution and
statutes of the State of California and that the amount of this Note, together with all other indebtedness
of the Local Agency, does not exceed any limit prescribed by the Constitution or statutes of the State of
California.
IN WITNESS WHEREOF, the Legislative Body of the Local Agency has caused this
Note to be executed by the manual or facsimile signature of a duly authorized officer of the Local Agency
and countersigned by the manual or facsimile signature of its duly authorized officer and caused its
~ Payment Account if Note is pooled with notes of other Issuers; Payment Fund if Note is marketed individually.
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official seal to be affixed hereto either manually or by facsimile impression hereon as of the date of
authentication set forth below.
CARDIFF SANIT A nON DISTRICT
By
Title:
(SEAL)
Countersigned
By
Title:
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CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This Note is the Note mentioned in the within-mentioned Resolution authenticated on the
following date:
as Trustee[lPaying Agent]
BY
AUTHORIZED OFFICER
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ASSIGNMENT
For Value Received, the undersigned, . , hereby
sells, assigns and transfers unto (Tax Identification or Social Security No.
) the within Note and all rights th~reunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Note on the books kept for registration thereof, with
full power of substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must
correspond with the name as it appears
upon-the face of the within Note in every
particular, without alteration or enlarge-
ment or any change whatever.
Signature Guaranteed:
NOTICE:
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Signature(s) must be guaranteed by a
member firm of the New York Stock
Exchange or a commercial bank or
trust company.
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CLERK'S CERTIFICATE
I, E. Jane Pool
District, hereby certify as follows:
, Clerk of the Board of Directors of the Cardiff Sanitation
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The foregoing is a full, true and correct copy of a resolution duly adopted at a regular
meeting of the Board of Directors duly and regularly held at the regular meeting place thereof on the li th
day of M<>y , 1993, of which meeting all of the members of the Board of Directors of the Cardiff
Sanitation District had due notice and at which a majority thereof were present; and at the meeting said
resolution was adopted by the following vote:
AYES:
, Bond, Davis, DuVivier, Hano, Wiegand
NOES:
Noné
ABSENT:
None
An agenda of said meeting was posted at least 72 hours before said meeting at
'}O'} s VlI' ('An ,Encinitas, California, a location freely accessible to members of the public, and
a brief general description of said resolution appeared on said agenda.
I have carefully compared the same with the original minutes of said meeting on file and
of record in my office; the foregoing resolution is a full, true and correct copy of the original resolution
adopted at said meeting and entered in said minutes; and said resolution has not been amended, modified
or rescinded since the date of its adoption, and the same is now in fun force and effect.
Dated: M;¡y
12, 1993
!
Clerk of the
District
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