Press Alt + R to read the document text or Alt + P to download or print.

No preview available

The URL can be used to link to this page

Home My WebLink About99-004 - Resolutions RESOLUTION NO. FD 99-004 A RESOLUTION OF THE BOARD OF DIRECTO:RS OF THE RANCHO CUCAMON!GA FIRE PROTECTliON DISTRICT AUTHORIZING AND AI~ipROViNG'TiHiE BORROWING O!F FUNDS FOR FISCAL YEAR 1999.2000; THE iSSUANCE AND SALE OF A 1999-2000 TAX AND ANTI,CI!PATION NOTE THEREFOR AND IN THE CALIFORNIA COMMUNITIES C~iH FEOWFliNANC'iiNG PROGRAM WHEREAS, local agencies are authorized b.y Section 53850 to 53858, both inclusive, of the Government Code of the State of California (the "Act") (being Article 7.6, Chapter 4, Part 1, Division 2, Title 5 of the GoYemment Code) to borrow money by the issuance of temporary notes; WHEREAS, the legislative body (the "Legislative Body") of the local agency specified in Section 25 hero,of (the "Local Agency") has determined that a sum (the "Principal Amount"), not to exceed the Maximum Amoiu.n~t of Borrowing specified in Section 25 hereof, 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, to satisfy obligations of the Lo~i Agen~cy, and that it is necessary that said Prin ci pal Amount be. borrowed for such purpose at this time by the issuance of a note therefor in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency for the general fund of the Local Agency attributable to its fiscal year ending June 30, 2000 ("Fiscal Year 1999- 200O"); WHEREAS, the Local Agency heroby determines to borrows. 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 pa!yaible thereon, does not exceed eighty-five percent (85%) of the estimated amount of the uncollected taxes, income, revenue (including, but not limiteel to, revenue from the state and federal governments), cash receipts and other moneys of'the Local Agency attributable to Fiscal Year 1999- 2000 and available for t~he 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 t;ax anticipation notes or temporary notes in anticipation of the receipt of, or payable from or s!ecu:red by, taxes, income, revenue, cash receipts or other moneys for Fiscal Year 1!999-2000; WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be received by the Local Agency during .and attributable to Fiscal Year 1999-2000 can be pledged for the payment of the principal of the Note an,d the interest thereon (as hereinafter provided); Resolution No. FD99-004 Page 2 WHEREAS, the Local Agency has determined that it is in the best interests of the Local Agency to participate in the California Communities Cash Flow Financing Program (the "Program"), whereby pa~i'¢ipati!ag local agencies (colilectively, the "Issuers") will simultan.eousty issue tax aind rewenue anticipation notes; WHEREAS, the Program requires the pa,~iciipating Issuers to sell their tax and revenue anticipation notes to the Califomiia iSta~wide Communities Development Authority (the "Authority")purs,uant to note purchase agreements (collectively, "Purchase Agreements'"), each between such indivi,dual Issuer and the Authority, and dated as of the date of the Pricing Confirmation, a form of which has been submitted to the Legislative Body; WHEREAS, the Authority, in consultation with Sutro & Co. Incorporate:d, 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 "Bon~dis") 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 tothe Pool or by other factors, and the Local Agency hereby acknowledges and applroves the discretion of the Authority to assign the Note to such Pool and such I~n~denture as the Authority may determine; WHEREAS, as additional security for the owr~ers o~ each Series of Bonds, all or a portion of the payments by all of the Issuers of the notes assigned to such Series may or may not be secured (by virtue or in form of the Bonds, as indicated in the Pricing Confirmation, being secure~d in whole or in part) by an irrevocabfe letter (or letters) of credit or policy (or poli,cies)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 Provizder"), pursuerit 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 Ct'edit 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 Cionfirmation, the (:redit Instrument is the Reserve Fund,. bonds issued pursiuant to the Reserve Indenture (the "Reserve Bonds") may, as indicated in the Pricing Con!firmation, be secured by an irrevocable letter of credit or policy of insurance or other credit instrument (the "Reserve Credit Instrument") issued by the ,credit p, roviide,r id:eniti~ied in the Reserve Indenture as finally executed (the "Reserve Credit Provider"), pursuant to a credit agreement or commitment letter (the "Reserve Credit Ag~reement") identified in the Reserve Indenture as finally executed, such Reserve Credit Agreement being between the Authority and the Reserve Credit Provider; Resolution No. FD99-004 Page 3 WHEREAS, the net proceeds of the Note ;may be invested by the Local Agency in Permitted Investments (as defined in the Inden!tiure) or in any other investment permitted by the laws of the State of Cailifomia, as now in effect and as hereafter amended, modified or supplemeinted fro~ 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 anyi iin suib:stan~tially the forms presented to the Legislative Body, with 'the final fo.rm of indienture, type of Credit Instrument and corresponding Pricing Confirmation; WHEREAS, pursuant to the =Program each particiipating Issuer will be responsible for its share of (a) the fees of the Trustee and the costs of issuing the applicable Series of Bonds, and (b), if appliicab,le, the fees of the Credit Provider, the fees of the Reserve Credit Provider (which. shall' be payaible from, among other sources, investment earnings on the Reserve Fund and moneys i~n the Costs of Issuance Fund established and held under the Indenture), the Issuer's alloca:ble share of all Predefault Obligations and the isisuer's Reimbursement Obligations, if any (each as defined in the Indenture); WHEREAS, pursuant to the Program each participating Issuer will be responsible for its share of the fees of the Reserve Trustee aind tlhe costs of issuing the applicable Series of Reserve Bonds, all such costs and fees being payable from the proceeds of the applicable Series of Bon!ds (or, with respect to .costs and fees of the Reserve Credit Provider, as may otherwise be p,roviided 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; WHEREAS, it is necessary to engage the se~ices of certain professionals to assist the Local Agency in its participation i~n tihe Program; NOW, THEREFORE, the Legisi:ative Body hereby finds, determines, declares and resolves as follows: SECTION 1. Recita!!s. This Legislative Body hereby finds and determines that all the above recitals are true an~d correct. SECTION 2. ~p~horiization of Issuance. This Legislative Body hereby determines to borrow so~lieily for the purpose of anti,cipating taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency for the general fund of the Local Agency a~tr'ibutabte to Fiscal Year 1999-2000, by the issuance of a note in the Principal Amount under Sections 53850 et seq. of the Act, designated Resolution No. FD99-004 Page 4 the Local Agency's "1999-2000 'Tax and Revenue Anticipation Note" (the "Note"), to be issued in the form of one fuilly registered note at the Principal Amount thereof, to be dated the date of its deliYe~ to lhe initial pu¢chaser 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 consisti~ng of twelve 30-day months, at a rate not to exceed twelve percent (12%) per annu~m as determined in the Pricing Confirmation and indicated on the face of the Note (the "iNote 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 Instru~ment (~ther ~hen the Reserve Fund), secures the Note in whole or in part and all principal of and interest on the Note is not paid in fu{l 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 ¢laiiim ,uipon a Credit Instrument which draw, payment or claim is not fully reimbursed on such date, such ;Note shall become a Defaulted Note (as defined in the Ind!en~ture), 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 outstandi:ng and shell contin.ue to bear intere:st thereafter until paid at the Default Rate (as defined in the ~ndenture). 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 D=rewing (as defined in the indenture) pertaining to the Note is not fully reimbursed by the Reserve Principal Payment Date (as defined in the Indenture), such Note shall become a Defaulted Reserve Note (as defined in the Indenture), and the unpaid portion (including the interest component, if applicable) there,of (or portlion (including the interest component, if applicable) with respect to which t!he Reserve Fund applies for which reimbursement on a Drawing has not been fully made) shai~!l 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 shatl not: be liable tlhereon except to the extent of any available revenues attributable to Fiscal Year 1999-2000, as provided in Section 8 hereof. The percentage of the Note to whi,ch a Credit Instrument, if any, applies (the "Secured Percentage") shall be equal to the amount of the Credit Instrument divided by the aggregate amount of unpaid principal of and interest on the unpaid notes (or portions thereof) of all Issuers, expressed as a percentage (but not greater than 100%) as of the maturi~ date. The percentage of the Note to which the Reserve Credit Instrument, if any,. applies(the "Secured Reserve Percentage") shall be equal to the amount of the Reserve Credit Instrument divided by the aggregate amount of unpaid principal of end interest on such unpaid notes (or portions thereof, including the interest component, if applicable), expressed as a percentage (but not greater than 100%) as of the Reserve Principal Payment Date. Resolution No. FD99-004 Page 5 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 Coimpany of California, N.A. in Los Angeles, California. 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 0~i N~te. 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 aftached hereto and by reference in:corporated herein, the blanks in said forms to be filled in with appropriate words and figures. SECTION 4. Sa!e 9f Note; Deile_aaifion. The Note shall be sold to the Authority pursuant to the Purchase Agreiement. The form of the Purchase Agreement, including the form of the pricing confirmation supplement (the "Pricing Confirmation") set forth as Exhibit "A" thereto, presented to this meeting are hereby approved. The authorized representatives set forth in Section 25 hereof (the "Authorized Representat:ives") are each hereby authorized and directed to execute and deliver the Purchase Agreement in substantially said form, with such changes thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced by his or her ,execution and delivery thereof; provided, however, that the Purchase Agimeme:nt shall not be effective and binding on the Local Agency until the executio!n and delivery of the Pricing Confirmation. The Authorized Representatives are each ~hereby further authorized and directed to execute and deliver the Pricing Confirmation in substantially said form, with such changes thereto as such Authorized Representative shall approve, such approval to be conclusively evidenced biy his or her execution and delivery thereof; provided, however, that the interest rate on the Note shall :not exceed ~!¥~ percent (12%) per annum, the, discoun~ on the Note, when added to the Local Agency's share of the costs of issuance o~ the B,on,ds, shall not exceed one percent (1.0%), and the Principal Amount shall n~ot exceed; the M~aximum Amount of Borrowing. Delivery of an executed copy of the Piricing Confirmation by fax or telecopy shall be deemed effective execution and detive~ for all purposes. SECTION 5. Prog,ram~D!rova!. The Pricing Confirmation shall indicate whether and what type of Credit Instrument and, if applicable, Reserve Credit Instrument wiil 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 iden,ti~ed in the Pricing Confirmation, in substantially one Resolution No. FD99-004 Page 6 or more of said forms with,,such chang,es therein as the Authorized Representative who executes the Pricing Confirmation shall require or approve (substantially final forms of the Indenture, the Credit Agreement and, if aipplicable, the Reserve Credit Agreement are to be delivered to the Authorized Representative concurrent with the Pricing Confi;rmation), such a!pp,roval of the Authorized Representative and this Legislative Body to be conclusiively evidenced by the execution of the Pricing Confirmation. 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. Any one of the Authorized Representatives of the Local Agency is hereby authorized and directed to provide the Underwriter with such information relating to the Local Agency as the Unde~riter shall reasonably request for inclusion in the Preliminary Official Statemerit and Official Statement of the Authority. Upon inclusion of the information relating to the Local Agency therein, the Preliminary Official Statement and Official Statement or such other offering document is, except for certain omissions permitted iby Rule 15c2-12 of the Securities Exchange Act of t934, as amended (the "Rule"), !h,ereby deemed final within the meaning of the Rule with respect to the Local Agency and any Authorized Representative of the Local Agency is authorized to execute: a cedificate to such effect. If, at any time prior to the end of the underwriitiing p,ertiod, as defined in the Rule, any event occurs as a result of which the information containted in the Preliminary Official Statement or other offering document re,latiag to the Local Agency might include an untrue statement of a material fact or omiit to state any material fact necessary to make the statements therein, in iig!ht of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the Underwriter. Subject to Section 8 hereof, the Local Agency hereby agrees that if the Note shall become a Defaiuilted Niote, the unpaid podion (including the interest component, if applicable) thereof' or the podion (including the interest component, if applicable) to which a Credit I!nstru:m,ent applies for which full reimbursement on a draw, payment or claim has net been made by the Maturity Date shall be deemed outstanding and shaill not be deemed to be paid until (i) any Credit Provider providing a Credit I!ns~trume!nt with respect to the Note or the Series of Bonds issued in connection with the Note, has been reimbursed for any drawings, payments or claims made under or from :the Credit Instrument with respect to the Note, including interest accrued thereion, as proviid!ed 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 princi,pal amount represented by the unsecured portion of the Note plus interest accrued thereon (calculated at the Default Rate) to the date of deposit of such aggregate required amount with the Trustee. For' purposes of clause (ii) of the preceding sentence, holders of the Series of Bonds will be deeme,d to have received such principal amount upon deposit of such moneys with the Trust:ee. Subject to Section 8 hereof, the Local Agency hereby agrees that if the Note shall become a Defaulted Reserve Note, the unpaid podion (including the interest component, if applicabl~e) thereof or the podion (including the interest component, if applicable) to which a RoserYe Credit Instrument, if any, applies for which full reimbursement on a Drawing has not been made by the Reserve Principal Payment Resolution No. FD99-004 Page 7 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 (it) of the preceding sentence, holders of the Series of Bends will be deemed to have received such principal amount upon deposit of such moneys with the Trustee. The Local Agency agrees to pay or cause to be paid, in addition to the amounts payable under the Note, any fees or expenses of the Trustee and, to the extent permitted by law, 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, o~ 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 Ob!i~alt!ion. The Note will be issued in conjunction with a note or notes of one or more other Issuers, assigned to secure a Series of Bonds. In all cases, the obl:igatiOn of the iLocail: Agency to make payments on or in respect to its Note is a several and ;not: a joi,nt obli;gation and is strictly limited to the Local Agency's repayment obliiigatlon underthiis Resolution and the Note. SECTION 7. D!i~ip~s!t!on 0fiPr~ceed!s QfNote. A portion of the moneys received from the sale of the Note in an amount equal to the Local Agency's share of the costs of issuance (which 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 a,nd the corresponding Reserve Bonds, if any) shall be deposited in the Costs of Is:sua~nce Fund held and invested by the Trustee under the Indenture and expended as directed by the Authority on costs of issuance as provided in the Indenture. The balance of the moneys received from the sale of the Note to the Authority shaill be deposited in the Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held and invested by the Trustee Resolution No. FD99-004 Page 8 under, the Indenture for the Local Agency and said moneys may be used and expended, by the Local Agency for any purpose for which it is authorized to use and expend moneys, upon requisilti,o!a from the Proceedis Subaccount as specified in the Indenture. Amounts in tlhe Proceeds: Subacco:unt are hereby pledged to the payment of the Note. The T,rustee wil,I not create subaccounts within the Proceeds Fund, but will keep recordis to account separately for proceeds of the Bonds allocable to the Local ^geacy~s Note on deposit in the Proceeds Fund which shall constitute the Locel Agen.c¥~s Proceeds Subaccount, SECTION 8. Source of PaymeG. (A) The principal amount of the Note, together with the interest thereon, shall be 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 1999-2000 and which are availalble for payment thereof. As security for the payment of the principal of and interest on the Note, the Local Agency hereby pledges certain unrestricted revenues (as hereinafter provided, the "Pledged Revenues") which are received by the Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1999-2000, and the principal of the Note and the interest thereon shall constitute a first lien and charge thereon and shall be payable from the first moneys received by the Local ,~gency from such Pledged Revenues, and, to the extent not so paid, sha~l 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 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 1999-2000 and which are generally available for the payment of current expenses and other obligations of the Local Agency. 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 tlhe Local Agency and are attributable to Fiscal Year 1999-2000. In order to effect the pledge referenced in the preceding paragraph, the Local Agency hereiby agrees and covenants to establish and maintain a special account within the Local Agency's general fund to be designated the "1999-2000 Tax and Revenue Anticipation Note Payment Account" (the "Payment Resolution No. FD99-004 Page 9 Account") and further agrees and covenants to maintain the Payment Account until the payment of the principal of the Note and the interest thereon. Notwithstanding the foregoing, if the Local Agency elects to have Note proceeds invested in PermitSled Investments to be held by the Trustee pursuant to the Pricing Confirmation, a subaccount of the Payment Account (the "Payment Su~baccount") shall be established for the Local Agency under the Indenture and proceeds credited to such account shall be pledged to the payment of the Note. The Trustee need not create a subaccount, but may keep a record to account separately for proceeds of the Note so held and invested by the Trustee which record shall constitute the Local Agency's Proceeds Sub.account. Transfers from the Payment Subaccount shalt be made in accordance with the Indenture. The Local Agency agrees to transfer to and deposit in the Payment Account the first amounts received in the months specified in the Pricing Confirmation as Repayment Months (each individual month a "Repayment Month" and collectively "Repayment Months") (and any amounts received thereafter attributable to Fi.s.ca~ Year 1999-2000) until the amount on deposit in the Payment Account, together with the amount, if any, on deposit in the Payment Subaccount, is equal in the respective Repaymen~ 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 ~o 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 tommingling of funds for investment or other purposes, the amounts required to be transferred to and deposited in the Payment AcCoUnt shall nevertheless be subject to the lien and charge created herein. Any one of the Authorized RepresentatiVes of the, Local Agency is hereby authorized to approve the determination of the Repayment Months and percentage~s of the principal and interest due on the Note at maturity required to be on deposit in the Payment Account and/or the Payment Subaccount in each Repayment Month, all as specified in the Pricing Confirmation, by executing and deliverin.(] the Pricing Confirmation, such execution and delivery to be conclusive evidence of approval by this Legislative Body and such Autihor~zed Representative; provided, however, that the maximum nurn'ber of Repayment Months shall be six and the maximum amount of Pledged Revenues required to be deposited in each Repayment Month shall not exceed fifty percent (50%) of the principal and interest due on the Note at maturity. In the event on the day in each such Repayment Resolution No. FD99-004 Page 10 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 lawfutly 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. (B) Any moneys placed in the Payment Account or the Payment Subaccount shall be for the benefit of (i) the holder of the Note and the holders of Bonds issued in connection with the Notes, (ii) (to the extent provided in the Indenture) the Credit Provider, if any, and (ill) (to the extent provided in the Indenture and, if applicable, the Credit Agreement) the Reserve Credit Provider, if any. The moneys in the Payment Account and the Payment Subaccount shall! be applied only for the purposes for which such Accounts are created until' the principal of the Note and all interest thereon are paid or until provision has been made for the payment of the principal of the Note at maturity with interest to maturity (i~n 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 Ob~iga~tions owing to the Credit Provider and, if applicable, the Reserve Credit Provider. (C) The Local Agency hereby directs the Trustee to transfer on the Note Payment deposit Date (as defined in the Indenture), any moneys in the Payment Subaccount to the Bond Payment Fund (as defined in the Indenture). In addition, on the Note Payment Deposit Date, the moneys in the Payment Account shall be transferred by the Local Agency to the Trustee, to the extent necessary (after crediting any transfer pursuant to the preceding sentence), to pay the principal of and/or interest on the Note or to reimburse the Credit Provider for payments made under or pursuant to the Credit instrument. In the event that moneys in the Payment Account and/or the Payment Subaccount are insufficient to pay the principal of and interest on the Note in full on the Maturity Date, such moneys shall be applied in the following priority: First, to pay interest on the Note; second, to pay principal of the Note; third, to reimburse the Credit Provider for payment, if any, of interest with respect to the Note; fourth, to reimburse the Credit Provider for payment, if any, of principal with respect to the Note; fifth, to reimburse the Reserve Credit Provider, if any, for payment, if any, of interest with respect to the Note; sixth, to reimburse the Reserve Credit Provider, if any, Resolution No. FD99-004 Page 11 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 and~or t~he Payment Subaccount after the principal of the Note and the interest thereon and any Predefault Obligations and Reimbursement Obligations, if applicable, have been paid, or provision for such payment has been made, s~hall be transferred to the general fund of the Local Agien~, 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. (D) Moneys in the Proceeds Subaccount and in the Payment Subaccount shall be invested by the Trustee pursuant to the Indenture as directed, by the Local Agency in Permitted Investme~nts as diescribed in and under the terms of the Indenture. Any such investment by the Trustee sha~l 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 investmeint of the moneys in its Proceeds Subaccount or the Payment Subaccount. (E) At the written request of the Credit Provider, if any, or the Reserve Credit Provider, if any, the Local Agency shall, within ten (10) iBusiness Days following the receipt of such written request, file such report or reports to evidence the transfer to and deposit in the Payment Accou~nt 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. SECTION g. E~ecuti!on of N~e. Any one of the Authorized Representatives of the Local Agency o:r any other Officer designated by the Legislative Body shall be authorized to execute the Note by m.en:ual or facsiimile signature and the Secretary or Clerk of the LegislatiYe Body 0f the! L~! Agency, or any duly appointed assistant thereto, shall be authorized to countersign the Note by manual or facsimile signature. Said Authorized Re~presentative of the Local Agency, is hereby authorized to cause the blank spaces of the Note to be filled in as may be appropriate pursuant to ~he:Prtci!ng Confirmation. The Authorized Representative is hereby authorized and directed to cause the Authority to assign the Note to the Trustee, pursuant to the terms and conditions of the Purchase Agreement, this Resolution and tlh,e Indenture. In case any Authorized Representative whose signature shall appear on any Note sihall cease to be an Authorized Representative Resolution No. FD99-004 Page t2 before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Note need not bear the seal of the Local Agency, if any. SECTION 10. Intentionally Le~ Blank. This section has been included to preserve the sequence of secfiion numbers for cross-referencing purposes. SECTI,ON 11. Rel~rese,tations!an~d Covenantsof the Local Aaency. The Local Agency makes the following represenltati~ons for the benefit of the holder of the Note, the owners of the Bo!nds, the Credit Provider, if any, and the Reserve Credit Provider, if any: (A) The Local Agency is duly organized and existing under and by virtue of the laws of the State of California and has all necessary power and authoirity to (i) adopt this Resolution and perform its obligations thereunder, (ii) enter into and perform its obligations under the Purchase Agreement, and (iii) issue the Note and perform its obligations. thereunder. (B) (i) Upon the issuance of the Note, the Local Agency shall have taken all action required to be taken by it to authorize the issuance and delivery of the Note and the 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 do not conflict 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. (D) Except as may be required under blue sky or other securities laws of any state or Section 3(a)(2) of the Securities Act of 1933, there is no consent, approval authorization or other order of, or filing with, or certification by, any regulatory authority having jurisdiction over the Local Agency required for the issuance and sale of the Note or the consummation by the Local Agency of the other transactions contemplated by this Resolution, except those the Local Agency shall obtain or perform prior to or upon the issuance of the Note. (E) The Local Agency has (or will have prior to the issuance of the Note) duly, regulairly and propedy adopted a preliminary budget for Fiscal Year 1999-2000 setting forth expected revenues and expenditq~res and has complied with all statutory and regulatory requirements w'i~tih respect to the adoption of such budget. The Local Agency' hereby covenants that: it shall (i) duly, regularly and properly prep,are and adopt its final budget for Fiscal Year Resolution No. FD99-004 Page 13 1998-1999, (iii)provide to the Trustee, the Credit Provider, if any, the Reserve Credit Provider, if any, and the Underwriter, promptly upon adoption, copies of such final budget and of any subsequient rev~s~ioins, modifications or amendments thereto and (iliii) comply with all appli,cable laws pertaining to its budget. (F) The sum of the prlncipal amount of the Local Agency's Note plus the interest payable thereon, on the date of its issuance, shall not exceed fi!~ perce~nt (50%) of the estimated amounts of the Local Ag!en.~'s u~ncollected taxes, income,, revenue (including, but not limited to, rrevenue from the state and federal governments), cas~h recei~pts, and :other moneys to be received by the Locail Agency for the general fund of the Local Agency attributable to Fis~l Year 1999-2000, all of which will be legally available, to pay pr~nci!pal of and interest on the Note. (G) The Local Agency (i):has not defaulted within the past twenty (20) yearn, 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 tihe financial condition of the Local Agency as of the daite thereof and the, results of operation for the period covered the!reby. Except as has been disclosed to the Underwriter, the Credit: Provi,der, if any, and the Reserve Credit Provider, if an!y, there has been n.o 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 ag~rees to furnish to the Authority, the Underwriter, the Trustee, the Credii~ Provider, if any, and the Reserve Credit Provider, if any, prom.ptly, from time to time, such information regarding the o~rations, financial condition and property of the Local Agency ,as such pa~y may reasonably request. (I) There is no action, sui!t, proceeding, inquiry or investigation, at ~aw or iin eq.a~ityl before or by any court, arbitrator, governmental or other board, body or official, pending or, to the best knowledge of tihe Local Agency, threatened against or affecting the Local! Agein,cy questioni~n.g the validity of any proceeding taken or to betaken 'by the Local Agency in connection with the 'Note, it~he 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 pe~rmance by the Local Agency of any of the foregoing, or wherein an unfavorable decision, ruling or finding wou~d ~have a materially adverse effect on the Local Resolution No. FD99-004 Page 14 Agency's financiail condition or results of operations or on the ability of the Locail Agency to conduct its activities as presently conducted or as proposed or contemplated to be conducted, or would mal~erially adverse,l~y affect the valid ity or enforceability of, or the auitihe¢ity or abil~iity of the Local Agency to perform its obligationis under, the Note, the Purchase Agreement, the Indentuire, the Credit Agreement, if any, the Reserve Credit Agreement, if: any, or this Resolution. (J) Upon issuance of the Note and execution of the Purchase Contract, this Resolutio,n, the Purchase Contract and the Note will consti!tute legal, vallid and bindi~ng agreements of the Local Agency, einforcea!bie in ,accordance wit!h their respective terms, except as such, e~nforceability may be limited by bankruptcy or other laws affecting cred:itors' rights generally, the application of equitable principles if equitable remedies are sought, the exercise of judicial discretion in appropriate cases and the limitations on legal remedies against local agencies, as applicable, in the State of California. (K) The Locai 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 Resoilution and the Note. (L) The Local Agency shalil not incur any indebtedness secured by a pledge of its :Pledged Revenues unless such pledge is subordinate in all respects to the p,~edge of Pledged 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 Predefaulit O!blligations and all Reimbursement Obligations attributabl!e to 'the Local Agency in accordance with provisions of the Credit Agreement, iif any, the Reserve Credit Agreement, if any, and/or the Indenture, as applicable. Prior to the Maturity Date, moneys i,n the Local Agency's Payment Account and/or Payment Suiba,cco,unt shall not be used to make such payments. The Local Agency shall pay such amounts promptly upon receipt of notice from the Cre~di~ Provider or from the Reserve Credit Provider, if app. li,~ble, that such amounts are due to it. (N) So long as any Bonds issued in connection with the Notes are Outstanding, or any Predefault Obligation or Reimbursement Oibligation 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. Resolution No. FD99-004 Page 15 SECTION 12. Tax Coyenants~ (A) The Local Agency shall not take any action or fail to take any action if such action or failure to take such action would adversely affect the exclusion from gross income of the interest payable On the, Note or Bonds under Section 103 of the Internal Revenue Code of 1986 (the "Code"). Without limiting the generality of the foregoing, the Local Agency shall not make any use of the proceeds of the Note or Bonds or any other funds of the Lo.cail Agency which would cause the Note or Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, a "private a~tvity 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 U;nited States Department of the Treasury issued or applicable t!here~under to the exten~t that such requirements are, at the time, applicable and in effect. (B) The Local Ag!ermy hereby (i) represents that the aggregate face amount of all taxrexempt obligations (including any tax-exempt leases, but excluding priwate activity bonds), issued and to be issued by the Local Agency during cal.endar year 1998, including the Note, is not reasonably expected to exceed $5,000,000; ocr in the a!~ern!etiw~ (i~i)covenants that the Local Agency will take all legally permiissible 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, setism' the requirements of Section 148(f)(4)(B) of the Code. (C) Notwithstan,din9 .any other provision of this Resolution to the contrary, upon the Local Agency's failure to observe, or refusal to comply withi the covena~nts contained in this Section 12, no one other t!han the holders or former holders of the Note, the owners of the Bond, the Credit Provider, if any, the Reserve Credit Pr'oviider,. if any, o.r the Trustee on their behalf shall be entitled tO exerci~se any right or remedy under this Resolution on the basis of the Local Agency's failure to observe, or refusal to comply with, such covenants. (D) The covenants contained in this Section 12 shall survive the payment of the Note. Resolution No. FD99-004 Page 16 SECTION 13. Events of Defaui! and Remedies. If any of the following events occurs, it is hereby defined as and declared to be and to constitute an "Event of Default": (A) Failure by the Local Agency to make or cause to be made the transfers and deposits to the Payment Account, or any other payment required to be paid hereunder, including payment of principal and interest onthe Note, on or before the date on which such transfer, deposit or other payment is due and payable; (B) Failure by the Local Agency to observe and perform any covenant,; condition oir agreement on its part to be observed or performed under thiis Resolution, for a period of fifteen (15) days after written ~no,ice, speci~ing such failure and requesting that it be remedlied, is given to the Local Agency by the Trustee, the Credit Provider, if appli~ble, or the Reserve Credit Provider, if applicable, unless the 'Trustee and the Credit Provider or the Reserve Credit Provider, if apiplicabl.e, shall all agree in writing to an extension of such time prior to its expiration; (C) Any warranty, representation or other statement by or on behalf of the Local Agency contained in this Resolution or the Purchase Agreement (including the Pricing Confirmation) or in any requisition or any financial report delivered by the Local Agency or in any instrument furnished in compliance with or in reference to this Resoliu~ion or the Purchase Agreement or in connection with the Note, is false or misleading in any material respect; (D) A petition is filed against the Local Agency under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, diss.o~ution or liquidation law of any jurisdiction, whel~her now or hereafter in effect and is not dismissed within 30 days after such filing, but the Trustee shall have the right to intervene in the proceedings prior to the expiration of such thirty (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 u~nder any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution o,r liqui,di.ation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under suc,h law:; or (F) The Local Agency admits insolvency or bankruptcy or is generally not paying its debts as such debts become due, or becomes insolvenit 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 Resolution No. FD99-004 Page 17 and such ord;er remains in effect or such possession continues for more than 30 days, but the Trustee shall have the right to intervene in the: proceedings prior to the expiration of such thirty (30) day!s to p,r~e,ct its and the Bond Owners' or Noteholders' interests. Whenever any Event of Default referred to in this Section 1! 3 shall:have happened and be continuing, the Trustee, as holdelr of the Note, shall, in addition to any other remedies provided herein or by law or under the Indenture, if applicable, have the rigiht, at its option without any further demand or notice, to take one or a, combination of the following remedial steps: ny (1) Without declaring the Note to be immediately due and payable, require the Local Agency to pay to the Trustee, as holder of the Note, an amount equal to the principal of the Note and interest thereon to maturity, plus all other amounts due hereunder, and upon notice to the Local Agency the same shall become immediately due and payable by 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 d,ue hereunder and under the Note or to enforce any other of its rights hereunder. Notwit:histanding the foregoing, if the Local Agency's Note is secured in whole or in part by a Credit Instrument (other than the Reserve Fu;~nd) or if the Credit Provider is subrogated to rights unclear the Local Agency's Note, as long as the Credit Provider has n~ot failed to comply with its payment obligations under the Credit Instrument, the Credit Provider shall have the right to diirect the remedies upon any Event of Default hereunder, and, not wi~hsta~nding the foregoing, if a Reserve Credit Instru~ment is a~ppliica~ble, as long as the Reserve Credit Provider has not failed t~o 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, 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 Resolution No. FD99-004 Page 18 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 siubj,ect 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 o~f and interest on the Note is not paid in full by the Reserve Prin¢ip,al Payment Date, the Defaulted Note shall become a Defauil!ted Reserve Note and the unpaid portion (including the intelrest component, if applicabie) 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 u~ntii! the Local Agency's obligation on the Defaulted Reserve Notie is paid in full or payment is duly provided for, all subject to Section 8 hereof. SECTION 14. Trustee. The Local Agency hereby directs and authorizes the payment by the Trustee of the interest o.n and principal of the Note when such become due and payable, from amounts received by the Trustee from the Local Agency in the manner set forth herein. The Local Agency hereby covenants to deposit funds in such account or fund, as applicable, 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 wh,ich it ,matu~res. Payment of the Note shall be in accordance with the terms of the Note and this Resolution. SECTION. 12. Salle of Nete. The Note shall be sold to the Authority, in accordance with the terms of the Puirc!hase Agreement., hereinbefore approved, and issued payable to the Trustee, as ass~ignee of the Authority. SECTION 16. Inte~nt!ione!ly L~ B!enk This section has been included to preserve the sequence Of sectlion numbers for cross-referencing purposes. SECTION 17. Approval of ~til,ons. The aforementioned Authorized Representatives of the Loca,I Agency are hereby authorized and directed to execute the Note and cause the Trustee to accept delivery of the Note, pursuant to the terms and conditions of the Puirchase 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 Authorized Resolution No. FD99-004 Page 19 Representatives and agents o:f the Local Agency are hereby authorized and directed, for and in the ~.ame and ,on behalf of the Local Agency, to do any and all things and take any and all a,ctt,o,ns and execute any and all certificates, agreements and other documents, whi.ch they, or any of them, may deem necessary or advisable in order to consummate the la~ul issuance and delivery of the Note in accordance with, and related transactions contemplated by, this Resolution. The Authorized Representatives of the Local Ag!ency referred to above in Section 4 hereof are hereby designated as "Authorized Local Agency Representatives" under the Indenture. In the event that the Note or a portion thereof is secured by a Credit Instrument, any one of the Authorized Representatives of the Local Agency is hereby authorized and directed to provide the Credit Provider and, if applicable, the Reserve Credit Provider, with .ainy and all information relating to the Local Agency as such Credit Provider or Res~erve Credit Provider may reasonably request. SECTIOH:. !.8. Pmceed!i!ne_s,Ce!n!stitu!te Contract. The provisions of the Note and of this Resol~utton shall iconstiitute a contract between the Local Agency and the registered owner of the Note, and su~,ch provisions shall be enforceable by mandamus or any other ap!prO~p~iate suit, action or proceeding at law or in equity in any court of competent jiurisdictio,n, and shall be irrepealable. The Credit Provider, if any, and the Reserve Crediit Prowider, if any, are third party beneficiaries of the provisions of this Resolution and the Note. S. ECTIQN..1.9. Limited:LiabilitY. Notwithstanding anything to the contrary contained herein .or in the Note ,or in any other document mentioned herein or related to the Note or to any Series of Bonds to which the Note may be assigned, the Local Agency shall not have any liability hereunder or by reason hereof or in connection with the transactions contemplated hereby except to the extent payable from moneys available tiherefor as s~et forth in Section 8 hereof. SECTION :20. Amendments. At any time or from time to time, the Local Agency may adopt one or more Su~pplemental Resolutions with the written consents of the Authority, the Credit Provider, i~ any, and the Reserve Credit Provider, if any, but without the necessity for consent of the owner of the Note or of the Bonds issued in connection with the Note for ,any one or more of the following purposes: (A) to add to the covenants and agreements of the Local Agency in this Resolution, other covenants and agreements to be observed by the Local Agency wihilch are not contrary to or inconsistent with this Resolution as t!h,eretofore in effect; (B) to add to the Iiimttati,ons 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; Resolution No. FD99-004 Page 20 (C) to confirm, as further assurance, any pledge under, and the subjection to any lien or p~edge created or to be created by, this Resolution, of a~y 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 a~ the interests of the owners of the Note or of the Bonds is;sued in connection with the Notes. Any modiifications or amendment of this Resolution and of the rights and ob~i!gations of the Local Agency and of the owner of the Note or of the Bonds issued in connection with the Note may be made by a Supplemental Resolution, with the written consent of the owners of at least a majority in principal amount of the Note and of tihe Bonds issued in connection with the Note outstanding at t~h.e tiptoe such consent is given; provided, however, that if;Such modi~cation or amendment will, by its terms, no~ take effect so long as the Note or any Bonds issued in connection wll~h the Note remain outstanding, the consent of the owners of such Note ,or of such :Bonds shall not be required. No such modifi~tio~n 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 t~nterest thereon, or a change in the date or amounts Of the pliedge set forth in this Resolution, without the consent of the owners of such Note o.r the owners of all the Bonds issiued in connexion with the Note, or shall reduce the percentage of the, Note o,r Bonds the consent of the owners of which is required to e~ct any such modification or amendment, or shall change or modify any of the rights or obligations of the Trustee without its written assent thereto. SECTION 21. Severabiii!ity. In the event any pro,vision of this Resolution shall be held invalid or unenforceiable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. SECTION 22. Ap:poiintme!~t ~ B:p~,d Counsel, The law firm of Orrick, Herrington & Sutcliffe, Los Angeles,i, C,aliifo~ni!p is here,by appointed as Bond Counsel for the Program. The Local Agency acknowledges that Bond Counsel regularly performs legal services for many private and public entities in connection with a wide variety of matters, and that Bond Counsel has represented, is representing or may in the Resolution No. FD99-004 Page 21 future represent other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement providers, lenders, financial and other consultants who may have a role or interest in the proposed financing or that may be involved with or adverse to Loca~l Agen,cy in this or some other matter. Given the special, limited role of Bond Counsel described above: the Local. Agency acknowledges that no conflict of interest exists or would exist, waives any conflict of interest that might appear to exist, and consents to any and all such relationshiips. SECTION 23, Al~pointment of Financial Advisor and Underwriter. Sutro & Co. Incorporated, Los Angeiles, Caiiifornia is hereby appointed as financial advisor for the Program. Morgan Stanley &Co. Inc., together with such co-underwriters, if any, identified in the Purchase Con,tract, is hereby appointed as underwriter for the Program. SECTION 24. Effective Date. This Resolution shall take effect from and after its date of adoption. SECTION 25. Resolution _Parameters_. (A) Name of Local Agency: RANCHO CUCAMONGA FIRE PROTECTION DISTRICT (B) Maximum Amount: of Borrowing: $1,500,000 ONE MILLION, FIVE HUNDRED THOUSAND DOLLARS (C) Authorized Repre.sentatives: TITLE 1. ADMINISTRATIVE SERVICES DIRECTOR 2. FINANCIAL OFFICER 3. FIRE CHIEF [Attach form of Certification of the Secretary or Clerk of the Legislative Body, with respect to the Resolution, if desired (such form of Certification is not required).] Resolution No. FD99-004 Page 22 PASSED, APPROVED, AND ADOPTED this 5th day of May, 1999. AYES: Alexander, Biane, Curatalo, Dutton, Wiiliams NOES: None ABSENT: None ABSTAINED: None William J. ~nt ATTEST: J. s, Secretary I, DEBRA J. ADAMS, SECRETARY of the Rancho Cucamonga Fire Protection District, do hereby certify that the foregoing Resolution was duly passed, approved, and adopted by the Board of Directors of the Rancho Cucamonga Fire Protection District, at a regular meeting of said Board held on the 5'h day of May, 1999. Executed this 6th day of May 1999, at Rancho Cucamonga, California. D~bra J. Ada~/Secretary Resolution No. FD99-004 Page 23 EXHIBIT "A" [NAME OF LOCAL AGENCY] 1999-2000 TAX AND REVENUE ANTICIPATION NOTE, [SERIES _]~-~ Date of Interest Rate Maturity. Date Original Issue 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, and to pay interest thereon [on , 1999 and] at maturity at the rate of interest specified above (the '"Note Rate"). Principal of and interest on this Note are payable in such coin or currency of the United States as at the time of payment is legal tender for payment of private and public debts. Principal and interest at maturity shall be paid upon surrender hereof at the principal corporate trust office of U.S. Trust Company of California, N.A. in Los Angeles, California, or its successor in trust (the "Trustee"). Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months. Both the principal of and interest on this Note shall be payable only to the regis~tered 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 and in that certain Indenture of Trust, dated as of 1, 1999 (the "Indenture"), by and between the California Statewide Communities Development Authority and U.S. Trust Company of California, N.A, a:s trustee), if any, is not reimbursed in full for the amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution and the Indenture) to pay all or a portion (including the interest compon, ent, if applicable) of this Note on the date of such payment, this Note shall become a Defaulted Note (as defined in the Resolution and the Indenture and with the consequences set forth in the Resolution and the Indenture, including, without limitation, that this Note as a Defaulted Note (and any related reimbursement obligation with respect to a credit instrument) shall bear interest at the Default Rate, as defined in the Indenture). It is hereby certified, recited and declared that this Note represents the authorized issue of 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 of this Note, by acceptance hereof, assents and agrees. · ~/ If more than one Series of Bonds is issued under the Program in Fiscal Year 1999-2000 and if the Note is pooled with notes issued by other Issuers (as defined in the Resolution), Resolution No. FD99-004 Page 24 The principal of the Note, together with the interest thereon, shall be payable from taxes, income, revenue, cash receipts and other moneys which are received by the Local Agency for the general fund of the Local Agency and are attributable to Fiscal Year 1999-2000 and which are available for payment thereof. As security for the payment of the principal of and interest on the Note, the Local Agency has pledged the first amounts of unrestricted revenues of the Local Agency received on the last day of and (and any amounts received thereafter attributable to Fiscal Year 1999-2000) until the amount on deposit in the Payment Account (as defined in the Resolution), together with available amounts, if any, on deposit in the Payment Subaccount (as defined in the Resolution) in each such month, is equal to the corresponding 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. The Local Agency and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Local Agency and the Trustee shall not be affected by any notice to the contrary. 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 o.f the Local Agency, does not exceed any limit prescribed by the Constitution or statutes of the State of California.. IN WITNESS WHEREOF, the Legislative Body of the Local Agency has caused this Note to be executed by the manual or facsimile signature of a duly Authorized Representative of the Local Agency and countersigned by the ~manual or facsimile signature of the Secretary or Clerk of the Legislative Body as of the date of authentication set forth below. [NAME OF LOCAL AGENCY] By Title: Countersigned By Title: Resolution No. FD99-004 Page 25 EXHIBIT "B" PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the, "Purchase Agreement"), dated as of the purchase date (the "Purchase Date") specified in Exhibit A attached hereto and made a part hereof, entered into by and between the signatory local agency designated in Exhibit A (the "Local Agency") and the California Statewide Communities Development Authority (the "Authority"), for the sale and delivery of the principal amount specified in Exhibit A of the Local Agency's 1999-2000 Tax and Revenue Anticipation Note (the "Note") to be issued in conjunction with the notes of other Issuers (as hereinafter defined) participating in the Program (as hereinafter defined), as determined in the Pricing Confirmation (as hereinafter defined), pooled with notes of other Issuers and assigned to secure a series (the "Series") of bonds (the "Bonds") designated in Exhibit A; WITNESSETH: WHEREAS, local agencies are authorized by Sections 53850 to 53858, both inclusive, of the Government Code of the State of Cal~ifornia (the "Act") (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 of the Local Agency (the "Legislative Body") has heretofore adopted its resolution finding that the Local Agency needs to borrow funds in its fiscal year ending June 30, 2000 ("Fiscal Year 1999-2000") in the principal amount set forth in Exhibit A and that it is necessary that said sum be borrowed at this time by the issuance of a note therefor in anticipation of the receipt of taxes, income, revenue, cash receipts and other moneys to be received by the Local Agency during or attributable to Fiscal Year 1999-2000; WHEREAS, on the resolution date set forth in Exhibit A, the Local Agency adopted (as specified in Exhibit A) a resolution or resolutions (collectively or singularly, as applicable, the "Resolution") authorizing the issuance and sale of the Note in the name and on behalf of the Local Agency; WHEREAS, the Local Agency has determined that it is in the best interests of the Local Agency to participate in the Caliifornia Communities Cash Flow Financing Program (the "Program"), whereby participating local agencies (the "Issuers") will simultaneously issue tax and revenue anticipation promissory notes for purchase by the Authority; WHEREAS, under the Program, the Authority will form one or more pools of notes (the "Pooled Notes") and assign each ,note to a particular pool (the "Pool") and sell a Series of Bonds secured by each Pool pursuant to an indenture, dated as of July 1, 1999 (the "Indenture"), by and between the Authority and U.S. Trust Company, N.A. (the "Trustee"), and sell each such Series to Morgan Stanley 8, Co. Incorporated, as representative of the underwriters of the Program (collectively, the "Underwriter"); ~)1999, ORRICK, HERRINGTON & SUTCLIFFE LLP, ALL RIG]~i:TS R~:.$ERVED. DOCSLA 1:296171. l 40929-205 JC6 Resolution No. FD99-004 Page 26 WHEREAS, if so indicated in Exhibit A, the payment by the Local Agency of its Note will be secured in whole or in part (jointly, but not severally, with notes of the other participating Issuers assigned to the same Series of Bonds)by a letter of credit, policy of insurance, proceeds received from a separate bond issue issued by the Authority for such purpose (the "Reserve Fund") or other credit instrument (collectively, the "Credit Instrument") to be issued by the entity or entities designated in Exhibit A as the credit provider (the "Credit Provider"); WHEREAS, such Credit Instrument may be issued pursuant to a reimbursement agreement, commitment letter, indenture or other agreement (the "Credit Agreement") as identified in Exhibit A; WHEREAS, in order to participate in the Program, the Local Agency has agreed to be responsible for its share of the fees and expenses of the Trustee, and, if applicable, the Credit Provider and the costs of issuing the Bonds, and the costs, if applicable, of issuing the Credit Instrument, which anticipated fees, expenses and costs of issuance will be deducted from the purchase price set forth in Exhibit A and which unanticipated fees, expenses and costs of issuance will be billed to the Local Agency as the same may arise; WHEREAS, the costs of issuance which will be deducted from the purchase price set forth in Exhibit A for the Local Agency shall not exceed one percent (1%) of the principal amount of each Note; and WHEREAS, pursuant to the Program, the Authority is submitting this offer to purchase the Note pursuant to this Purchase Agreement; NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1: Obligation to Purchase. Upon the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Authority shall purchase from the Local Agency, and the Local Agency shall sell to the Authority, the Note, as described herein and in the Resolution. SECTION 2: Purchase Price, The purchase price, of the Note shall be the purchase price set forth in the pricing confirmation attached hereto as Exhibit A (the "Pricing Confirmation"). The Note shall bear interest at an interest rate per annum set forth in the Pricing Confirmation, which is hereby agreed to by and between the Authority and the Local Agency by its duly authorized representative executing this Purchase Agreement on behalf of the Local Agency. SECTION 3: Adjustments te ,PrinciPp! Amount of Note and Purchase Price. The Authority and the Local Agency hereby agree that the principal amount of the Note purohased by the Authority and sold to the Authority by the Local Agency pursuant to this Purchase Agreement may be reduced, as determined by the Authority and each Local Agency, based upon the advice of ©1999, ORRICK~ HERRINGTON & SUTCLIFFE LLP. ALl., RIGHT,'~ RI~,'~ER¥1~D, DOCSLA 1:296171.1 40929-205 JC6 Resolution No. FD99-004 Page 27 Orrick, Herrington & Sutcliffe LLP ("Bond Counsel"), in order that the proceeds produced from such sale of such Note will be an amount which will not be subject to either (i) yield restriction (in order for interest to be excluded from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code")) or (ii) a rebate requirement (under Section 148 of the Code). The Authority and the Local Agency hereby further agree that the purchase price of the Note shall be reduced as a result of any reduction of the principal amount of the Note required by this section. SECTION 4: Del!very.ofsn~ Payment for the Note. The delivery of the Note (the "Closing") shall take place at 8:00 a.m., California time, on the closing date set forth in the Pricing Confirmation or at such other time or date as may be mutually agreeable to the Local Agency, the Authority and the Underwriter, at the Los Angeles office of Orrick, Herrington & Sutcliffe LLP or such other place as the Local Agency, the Authority and the Underwriter shall mutually agree. At the Closing, the Local Agen~cy shall cause the Note to be delivered to the Authority, duly executed and authenticated, together with the other documents hereinafter mentioned, and the proceeds of the purchase price of the Note set forth in the Pricing Confirmation shall be deposited in an amount indicated in the Pricing Confirmation as the Deposit to Proceeds Fund which shall be held by the Trustee for the Local Agency and the remainder in the Costs of Issuance Fund held thereunder. If at any time prior to 90 days after the Closing Date, any event occurs as a result of which information relating to the Local Agency included in the official statement of the Authority relating to the Series of Bonds to which the Note is assigned (the "Official Statement") contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the Local Agency shall promptly notify the Authority and the Underwriter thereof, and if, in the opinion of the Authority or the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Local Agency shall cooperate with the Authority and the Underwriter in t!he preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriter', and all reasonable expenses incurred thereby shall be paid by the Local Agency,, SECTION 5: The Note. The Note shall be issued in substantially the form set forth in the Resotution, without coupons in the full principal amount set forth in Exhibit A. SECTION 6: Rer)resentations and Warranties of the Local Aqency. The Local Agency represents and warrants to the Authority and the Underwriter that: ~)1999, ORRICK, HERRINGTON & SIJI'CLIFFE LLP. ALL RIGU'IS RESER¥'ED. DOCSLA1:29617 l. I 40929-205 JC6 Resolution No. FD99-004 Page 28 (a) All representations and warranties set forth in the Resolution are true and correct on the date hereof and are made for the benefit of the Authority and the Underwriter as if set forth herein. (b) The information relating to the Local Agency included in the Official Statement does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstance under which they were made not misleading (c) A copy of the Resolution has been delivered to the Authority and the Underwriter, and the Resolution will not be amended or repealed without the consent of the Authority and the Underwriter, which consent will not be unreasonably withheld (d) The Local Agency acknowledges that the Authority is authorized to execute the Indenture, to assign the Note to the Trustee under the Indenture and to issue the Series of Bonds pursuant to the Indenture. (e) The Local Agency shall provide the required Payment Account Deposit Certification (upon a request therefor) in accordance with Section 5~06 of the Indenture, (f) The Local Agency has not issued and will not issue any obligation or obligations, other than the Note, to finance the working capital deficit for which the Note is being issued. SECTION 7: Conditions Precedent to the Closinq. Conditions precedent to the Closing are as follows: The execution and delivery of the Note consistent with the Resolution. Delivery of a legal opinion addressed to the Local Agency (with a reliance letter addressed to the Authority and the Underwriter), dated the date of closing of Bond Counseil with respect to the validity of the Note in form and substance acceptable t:o the Authority and the Underwriter. Delivery of a legal opinion, dated the date of Closing, of counsel to the Local Agency, with respect to the due authorization, execution and delivery of the Note, in form and subs:tance acceptable to Bond Counsel. Approval by the Credit Provider of the credit of the Local Agency and inclusion of the Local Agency's Note in the assignment, together with notes of other Issuers, to a Series of Bonds, to secure the Series of Bonds, which approval in the event the Credit Instrument is the Reserve Fund shall be evidenced by the issuance of an "SP-I+" rating with respect to the applicable Series of Bonds by Standard & Poor's Ratings Services. Delivery of each certificate, document, instrument and opinion required by the agreement between the Authority and the Underwriter for the sale by the Authority and purchase by the Underwriter of the Series of Bonds to which the Pooled Note is assigned. ©1999, ORRICK, HERRINGTON & SUTC'L1FFE LLP. AI,L RIGHTS RESERVE[). DOCSLA1:29617 l. 1 40929-2(15 JC6 Resolution No. FD99-004 Page 29 Delivery of such other certificates, instruments or opinions as Bond Counsel may deem necessary or desirable to evidence the due authorization, execution and delivery of documents pertaining to this transaction and the legal, valid and binding nature thereof or as may be required by the Credit Agreement, as well as compliance of al~ parties with the terms and conditions thereof. SECTION 8: Events Perm!ffinq the Authority to Terminate. The Authority may terminate its obligation to purchase the Note at any time before the Closing if any of the following occurs: Any legislative, executive or regulatory action (including the introduction of legislation) or any court decision which, in the judgment of the Authority, casts sufficient doubt on the legality of obligations such as the Note, and the tax- exempt status of interest on obligations such as the Bonds, so as to impair materially the marketability or to reduce materially the market price of such, obligations; Any action by the Securities and Exchange Commission or a court which would require registration of the Note, the Bonds or any instrument securing the Note or Bonds under the Securiities Act of 1933, as amended, in connection with the public offering thereof, or qualification of the Resolution or the Indenture under the Trust Indenture Act of 193'9, as amended; Any restriction on trading in securities, or any banking moratorium, or the inception or escalation of any war or major military hostilities which, in the judgment of the Authority, substantially impairs the ability of the Underwriter to market the Bonds', or The Underwriter terminates its obligation to purchase the Series of Bonds to which the Note is assigned pursuant to its agreement with the Authority for the purchase of such Series of Bonds. Neither the Underwriter nor the Authority shall be responsible for the payment of any fees, costs or expenses of the issuance, offering and sale of the Local Agency's Note except the Underwriter shall be responsible for California Debt and Investment Adivisory Commission fees and for its own internal costs. The fees, costs and expenses that are categorized in the "Costs of Issuance" definition in the Indenture shall be paid from the Costs of Issuance Fund. The Local Agency shall pay any additional costs attributable to it as set forth in the Resolution other than the fees, costs and expenses so payable from the applicable Costs of Issuance Fund. SECTION 9: Indemn:ification: To the extent permitted by law, the Local Agency agrees to indemnify and hold harmless the Authority and the Underwriter and each person, if any, who controls (within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Act of 1934, as amended) the Authority or the Underwriter, and the officers, directors, agents and employees of the Authority and the Underwriter ~)1999, ORRICK, HERRINGTON & SIJTCLIFFE !,LP. ALL RIGI[I'S RI,;SERVED. DOCSLA1:29617 I. I 40929-205 JC6 Resolution No. FD99-004 Page 30 against any and all losses, claims, damages, liabilities and expenses arising out of any statement or information in the Preliminary Official Statement or in the Official Statement (other than statements or information regarding an Issuer other than the Local Agency) that is untrue or incorrect in any material respect or the omission or alleged omission therefrom of any statement or information (other than statements or information regarding an Issuer other than the Local Agency) that should be stated therein or that is necessary to make the statements and information therein not misleading in any material respect SECTION 10: Credit A~_reemient. The Local Agency shall comply with all lawful and proper requests of the Authority in order to enable the Authority to comply with all of the terms, conditions and covenants binding upon it under the Credit Agreement. SECTION 11: Notices. Any notices to be given to the Underwriter under the Purchase Agreement shall be given in writing to Morgan Stanley & Co. Incorporated, Attention: 555 California Street, Suite 2200, San Francisco, CA 94104. Any notices to be given to the Authority under the Purchase Agreement shall be given in writing to the Authority, 1100 "K" Street, Suite 101, Sacramento, CA 95814., Attenti,on: Secretary. Any notices to be given to the Local Agency shall be given in writing to the address specified in Exhibit A. SECTION 12: Assi_~nment. The Purchase Agreement has been made by the Local Agency and the Authority, and no person other than the Local Agency and the Authority or their successors or assigns and the Underwriter shall acquire or have any right under or by virtue of the Purchase Agreement. All of the representations, warranties and agreements contained in the Purchase Agreement shall survive the delivery of and payment by the Authority for the Note and any termination of the Purchase Agreement SECTION 13: Applicable Law'. The Purchase Agreement shall be interpreted, governed and enforced in accordance with the laws of the State of California. SECTION 14: Effect:ivene~s. "The Purchase Agreement shall become effective upon the execution hereof by the Authority and execution of the Pricing Confirmation by the Local Agency, and the Purchase Agreement, including the Pricing Confirmation, shiail be valid, binding and enforceable from and after the time of such effectiveness.. ©1999, ORRICK, HERRINGTON & SUTCLIFFE LLP. ALL RIGHTS RESERYED. DOCSLA 1:296171. I 40929-205 JC6 Resolution No. FD99-004 Page 31 SECTION 15: Seve.ra~ility. In the event any provision of the Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding sihall not invalidate or render unenforceable any other provision hereof. SECTION 16: Headiinqs. Any headings preceding the text of several sections hereof shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. SECTION 17: Execution in Counterparts. This Purchase Agreement may be executed and entered into in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Purchase Agreement to be executed by their duly authorized representatives as of the Purchase Date set forth in Exhibit C attached hereto and incorporated herein. CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY By:. Member of the Commission of the Authority ~1999, ORRICK, HERRINGTON & SU'FCLIFFE LLP. AI.I. RI(;]tT$ RI~SERVED. DOCSLA1:296171.1 40929-205 JC6 Resolution No. FD99-004 Page 32 EXHIBIT "C" Pricing Confirmation Supplement Local Agency: RANCHO C:UCAMONGA FIRE PROTECTION DISTRICT Pricing Information Principal Amount of Note: Interest Rate on Note: Re-Offering Yield: Purchase Price Default Rate: Purchase Price: Less: Cost of Issuance: .... % Credit Enhancement: .... % Deposit to Note Proceeds Account: Important Dates Resolution Date of Local Agency: Purchase Date: Closing Date: Maturity Date: Interest Payment Date(s): Note Payment Deposit Date: First Pledge Month Ending:: Pledge Amount: Pledge Percentage: Second Pledge Month Ending: Pledge Amount: Pledge Percentage: Investment Agreement Information GIC Provider Long Term Ratings (S&P/Moody's) Short Term Credit Ratings (S&P/Moody's) Interest Rate on GIC g31999, ORRICK, HERRINGTON & SUTCLIFFE LLP. AI,L RI(;IITS I~[~:SERVEI). DOCSLA 1:29§171.1 40929-205 JC6 Resolution No. FD99-004 Page 33 * By initialing the box at the end of this paragraph, the undersigned Local Agency certifies that, in connection with the issuance of the Note under the Resolution and after reasonable inquiry, it is the reasonable expectation of the Local Agency that the aggregate amount of all tax-exempt obligations (excluding private activity bonds) issued or to be issued by the Local Agency during the 1999 calendar year, including the Note, all other notes and bonds, and all tax-exempt leases, executed or delivered during the 1999 caie~ndar year will not exceed $5,000,000 (See Section 3.8 of the Certificate of the Local Agency if the Local Agency is unable to make this certification). Investment Alternative - Initial the appropriate box relating to the investment of proceeds received from the issuance an~d delivery of the Lo,cal Agency's Note: Initial One Box Yes, the undersigned directs the Trustee to invest the proceeds received from the issuance and delivery of the Local Agency's Note in the Guaranteed Investment Yes Contract described on page A-1. (Do not wire the proceeds as previously directed in Section 4.7 of the Certificate of the Local Agency.) No, do not invest the proceeds received from the issuance and delivery of the Local Agency's Note in the Guaranteed Investment contract, wire the proceeds as No [~ directed in Section 4.7 of the Certificate of the Local Agency. IN WITNESS WHEREOF, the Purchase Agreement, including this Pricing Confirmation, is agreed and accepted to on the Purchase Date set forth above. RANCHO CUCAMONGA FIRE PROTECTION DISTRICT By: Authorized Representative C-2 * Please initial the box o_.nlv if applicable to the Local Agency. ~©1999, ORRICK, HERRINGTON & SUTCLII~'FE LLP. AI.I.. RI(;HT$ Rt~Si~.~RVED. DOCSLA1:296171.1 40929-205 JC6