HomeMy WebLinkAbout39-City Attorney
. .
. '
f'"'!r'\II""\I~'~,
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: JAMES F. PENMAN
City Attorney
Subject: Resolution Repealing Resolution 2006-118 and
Resolution Authorizing and Approving the Borrowing of
Funds for Fiscal Year 2006-2007; the Issuance and Sale
of a 2006-2007 Tax and Revenue Anticipation Note
Therefore and Participation in the California Cash Flow
Program
Dept: CITY ATTORNEY
Date: June 2, 2006
Synopsis of Previous Council Action:
May 1,2006 - Approved Resolution.
Recommended motion:
I. That Resolution Number 2006-118 adopted May I, 2006 be repealed.
2. That the Resolution with the correct Exhibit A be adopted.
.fe
Contact person: James F. Penman
Phone:
5255
Supporting data attached: Staff Report
Ward:
FUNDING REQUIREMENTS: Amount: N/A
Source:
Finance:
Council Notes: f(fSO, d.-ODf.c -1"8 \r J-000 -IJ D
Agenda Item No.~ A "I-- [3
~l5/0~~
KR-p1a ('YflWyi HP.JJ
'-
STAFF REPORT
Council Meeting Date: June 5, 2006
TO:
FROM:
DATE:
AGENDA:
Mayor and Common Council
City Attorney's Office
June 2, 2006
Resolution Repealing Resolution 2006-118 and Resolution Authorizing and
Approving the Borrowing of Funds for Fiscal Year 2006-2007; the Issuance and
Sale of a 2006-2007 Tax and Revenue Anticipation Note Therefore and
Participation in the California Communities Cash Flow Program
On May 1,2006, the Mayor and City Council approved the "Resolution Authorizing and
Approving the Borrowing of Funds for Fiscal Year 2006-2007; the Issuance and Sale ofa 2006-2007
Tax and Revenue Anticipation Note Therefore and Participation in the California Communities Cash
Flow Program." Attached to the Resolution as Exhibit A was a Note to be used in the financing.
Last week, pursuant to the request of the City Clerk's Office, the City Attorney's Office
reviewed two documents that had been submitted to that department by the Department of Finance.
During such review, it was determined that the form of Note that was attached to the Resolution
authorizing the $20,000,000 TRANS financing was not the Note required by Bond Counsel.
The Resolution and Note presented to the Mayor and Council are now in the proper form.
It is requested that the City Council repeal Resolution Number 2006-118 adopted on May 1, 2006
and adopt the Resolution with the correct Exhibit A submitted herein.
DHC/js [Staff ReportsITRANS.Staff.Repoll]
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
CITY OF SAN BERNARDINO
LOCAL AGENCY RESOLUTION
NUMBER
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF fUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH
FLOW FINANCING PROGRAM
WHEREAS, local agencies are authorized by Section 53850 to 53858, both
inclusive, of the Government Code of the State of California (the "Act") (being Article 7.6,
Chapter 4, Part I, 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 in Section 25 hereof (the "Local Agency") has determined that a sum (the
"Principal Amount"), not to exceed the Maximum Amount 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 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 or
notes therefore 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, 2007 ("Fiscal Year 2006-2007");
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 thereon, 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 to Fiscal Year 2006-2007 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 2006-2007;
WHEREAS, pursuant to Section 53856 of the Act, certain moneys which will be
received by the Local Agency during and attributable to Fiscal Year 2006-2007 can be
pledged for the payment of the principal of the Note and the interest thereon (as hereinafter
provided);
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH
FLOW FINANCING PROGRAM
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 participating local agencies (collectively, the "Issuers") will
simultaneously issue tax and revenue anticipation notes;
WHEREAS, the Program requires the participating Issuers to sell their tax and
revenue anticipation notes to the California Statewide Communities Development
Authority (the "Authority") pursuant to note purchase agreements (collectively, "Purchase
Agreements"), each between such individual Issuer and the Authority, and dated as of the
date of the Pricing Confirmation, a form of which has been submitted to the Legislative
Body;
WHEREAS, the Authority, in consultation with RBC Capital Markets, as financial
advisor for the Program (the "Financial Advisor"), will form one or more pools of notes
(the "Pooled Notes") and assign each note to a particular pool (the "Pool") and sell a series
(the "Series") of bonds (the "Bonds") secured by each Pool pursuant to an indenture (the
"Indenture") between the Authority and Wells Fargo Bank, National Association, 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, by whether interest on the Series of Bonds is a fixed rate of
interest or a variable rate of interest swapped to a fixed rate by the Authority, by whether
interest on the Series of Bonds is includable in gross income for federal income tax
purposes, or by other factors, and the Local Agency hereby acknowledges and approves the
discretion of the Authority to assign the Note to such Pool and such Indenture as the
Authority may determine;
WHEREAS, as additional security for the owners of each Series of Bonds, all or a
portion of the payments by all of the Issuers of the notes assigned to such Series 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 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 (collectively,
the "Credit Agreement") between the Authority and the respective 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;
2
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH
FLOW FINANCING PROGRAM
WHEREAS, as part of the Program each participating Issuer approves the
Indenture, the alternative forms of 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 to be determined and approved by
delivery of the Pricing Confirmation;
WHEREAS, pursuant to the Program each participating Issuer will be responsible
for its share of (a) the fees of the Trustee and the costs of issuing the applicable Series of
Bonds, and (b), if applicable, the fees of the Credit Provider (which shall be payable from,
among other sources, 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, 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 services of certain professionals to assist
the Local Agency in its participation in the Program;
NOW, THEREFORE, the Legislative Body hereby finds, determines, declares and
resolves as follows:
Section 1. Recitals. This Legislative Body hereby finds and determines that all the
above recitals are true and correct.
Section 2. (A) 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 2006-2007, by the issuance of a note or notes in
the aggregate Principal Amount under Sections 53850 et seq. of the Act, designated the
Local Agency's "2006 Tax and Revenue Anticipation Note," with an appropriate series
designation if more than one note is issued (collectively, the "Note"), to be issued in the
form of a fully registered note or notes at the Principal Amount thereof, to be dated the date
of its delivery to the initial purchaser thereof, to mature (without option of prior
redemption) not more than fifteen months thereafter on a date indicated on the face thereof
and determined in the Pricing Confirmation (the "Maturity Date"), and to bear interest,
payable at maturity (and if the maturity is more than twelve months from the date of
issuance, payable on the interim payment date set forth in the Pricing Confirmation) and
computed upon the basis of a 360-day year consisting of twelve 30-day months, or a 365 or
366-day year, as the case may be, and actual days elapsed, at a rate or rates, if more than
3
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMU~ITlES CASH
FLOW FINANCING PROGRAM
one Note is issued, not to exceed twelve percent (12%) 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 secures the Note in whole or in part and all principal
of and interest on the Note is not paid in full at maturity or if payment of principal of and/or
interest on the Note is paid (in whole or in part) by a draw under. payment by or claim upon
a Credit Instrument which draw, payment or claim is not fully reimbursed on such date,
such Note shall become a Defaulted Note (as defined in the Indenture), and the unpaid
portion (including the interest component, if applicable) thereof (or the portion (including
the 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 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, however, 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 2006-2007, as provided in Section 8 hereof. The
percentage of the Note to which a Credit Instrument, if any, applies (the "Secured
Percentage") shall be equal to the amount of the Credit Instrument divided by the aggregate
amount of unpaid principal of and interest on the unpaid notes (or portions thereof) of all
Issuers, expressed as a percentage (but not greater than 100%) as of the maturity date.
Both the principal of and interest on the Note shall be payable in lawful money of
the United States of America. The principal of and interest on the Note at maturity shall be
paid upon surrender of the Note at the corporate trust office of Wells Fargo Bank, National
Association 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.
(B) Anything in this Resolution to the contrary notwithstanding, the Pricing
Confirmation may specify that a portion of the authorized Principal Amount of the Note
shall be issued as a taxable Note the interest on which is includable in the gross income of
the holder thereof for federal income tax purposes (a 'Taxable Note"). In such event, the
Taxable Note shall be issued with an appropriate series designation and other terms
reflecting such taxability of interest income, including without limitation, a taxable Note
Rate and a taxable Default Rate; the term Note, and other terms as appropriate, shall be
deemed to include or refer to such TaxableNote; and the agreements, covenants and
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH
FLOW FINANCING PROGRAM
provisions set forth in this Resolution to be performed by or on behalf of the Local Agency
shall be for the equal and proportionate benefit, security and protection of the holder of any
Note without preference, priority or distinction as to security or otherwise of any Note over
and other Note.
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.
Section 4. Sale of Note; Delegation. The Note shall be sold to the Authority
pursuant to the Purchase Agreement. The form of the Purchase Agreement, including the
form of the pricing confirmation supplement (the "Pricing Confirmation") set forth as
Exhibit A thereto, presented to this meeting are hereby approved. The authorized
representatives set forth in Section 25 hereof (the "Authorized Representatives") are each
hereby authorized and directed to execute and deliver the Purchase Agreement in
substantially said form, with such changes thereto as such Authorized Representative shall
approve, such approval to be conclusively evidenced by his or her execution and delivery
thereof; provided, however, that the Purchase Agreement shall not be effective and binding
on the Local Agency until the execution and delivery of the Pricing Confirmation. The
Authorized Representatives are each hereby further authorized and directed to execute and
deliver the Pricing Confirmation in substantially said form, 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 interest rate on the
Note shall not exceed twelve percent (12%) per annum, the discount on the Note, when
added to the Local Agency's share of the costs of issuance of the Bonds, shall not exceed
one percent (1.0%), and the Principal Amount shall not exceed the Maximum Amount of
Borrowing. Delivery of an executed copy of the Pricing Confirmation by fax or telecopy
shall be deemed effective execution and delivery for all purposes.
Section S. Program Approval. The Pricing Confirmation shall indicate whether
and what type of Credit Instrument will apply.
The forms of Indenture, alternative general types and forms of 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, which shall be identified in the Pricing Confirmation, in substantially one or
more of said forms with such changes therein as the Authorized Representative who
executes the Pricing Confirmation shall require or approve (substantially final forms of the
Indenture and the Credit Agreement are to be delivered to the Authorized Representative
5
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH
FLOW FINANCING PROGRAM
concurrent with the Pricing Confinnation), such approval of the Authorized Representative
and this Legislative Body to be conclusively evidenced by the execution of the Pricing
Confinnation.
Anyone of the Authorized Representatives of the Local Agency is hereby
authorized and directed to provide the Financial Advisor or the undeIWriter with such
infonnation relating to the Local Agency as the Financial Advisor or the undeIWriter shall
reasonably request for inclusion in the Preliminary Official Statement and Official
Statement of the Authority. Upon inclusion of the infonnation relating to the Local Agency
therein, the Preliminary Official Statement and Official Statement or such other offering
document is, except for certain omissions pennitted by Rule ISc2-12 of the Securities
Exchange Act of 1934, as amended (the "Rule"), hereby deemed final within the meaning
of the Rule with respect to the Local Agency and any Authorized Representative of the
Local Agency is authorized to execute a certificate to such effect. If, at any time prior to the
end of the undeIWriting period, as defined in the Rule, any event occurs as a result of which
the infonnation 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 shaIl
promptly notify the Financial Advisor and the undeIWriter.
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 fuIl reimbursement on a draw, payment or claim has
not been made by the Maturity Date shall be deemed outstanding and shall not be deemed
to be paid until (i) any Credit Provider providing a Credit Instrument with respect to the
Note or the Series of Bonds issued in connection with the Note, has been reimbursed for
any drawings, payments or claims made under or from the Credit Instrument with respect to
the Note, including interest accrued thereon, as provided therein and in the applicable
Credit Agreement, and, (ii) the holders of the Note, or Series of the Bonds issued in
connection with the Note, are paid the full principal amount represented by the unsecured
portion of the Note plus interest accrued thereon (calculated at the Default Rate) to the date
of deposit of such aggregate required amount with the Trustee. For purposes of clause (ii)
of the preceding sentence, holders of the Series of Bonds will be deemed to have received
such principal amount upon deposit of such moneys 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 pennitted by
law, if the Local Agency's Note is secured in whole or in part by a Credit Instrument (by
virtue of the fact that the Series of Bonds is secured by a Credit Instrument), any Predefault
Obligations and Reimbursement Obligations (to the extent not payable under the Note), (i)
6
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR
AND PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH
FLOW FINANCING PROGRAM
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 Obligation. The Note will be issued in conjunction with a note
or notes of one or more other Issuers, assigned to secure a Series of Bonds. In all cases, the
obligation of the Local Agency to make payments on or in respect to its Note is a several
and not ajoint obligation and is strictly limited to the Local Agency's repayment obligation
under this Resolution and the Note.
Section 7. Disposition of Proceeds of Note. A portion of the moneys received
from the sale of the Note in an amount equal to the Local Agency's share of the costs of
issuance (which shall include any fees and expenses in connection with any Credit
Instrument applicable to the Note or Series of Bonds) shall be deposited in the Costs of
Issuance Fund held and invested by the Trustee under the Indenture and expended as
directed by the Authority on costs of issuance as provided in the Indenture. The balance of
the moneys received from the sale of the Note to the Authority shall be deposited in the
Local Agency's Proceeds Subaccount hereby authorized to be created pursuant to, and held
and invested by the Trustee under, the Indenture for the Local Agency and said moneys
may be used and expended by the Local Agency for any purpose for which it is authorized
to use and expend moneys, upon requisition from the Proceeds Subaccount as specified in
the Indenture. Amounts in the Proceeds Subaccount are hereby pledged to the payment of
the Note. The Trustee will not create subaccounts within the Proceeds Fund, but will keep
records to account separately for proceeds of the Bonds allocable to the Local Agency's
Note on deposit in the Proceeds Fund which shall constitute the Local Agency's Proceeds
Subaccount.
Section 8. Source of Payment.
(A) The principal amount of the Note, together with the interest thereon, shall
be payable from taxes, income, revenue (including, but not limited to, revenue 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
2006-2007 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
umestricted revenues (as hereinafter provided, the "Pledged Revenues") which are
7
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
o
25
o
26
27
28
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE A.."W SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
received by the Local Agency for the general fund of the Local Agency and are
attributable to Fiscal Year 2006-2007, 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 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 2006-2007 and which are generally available
for the payment of current expenses and other obligations of the Local Agency. The
Noteholders, Bondholders and 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 2006-2007.
In order to effect the pledge referenced in the preceding paragraph, the Local
Agency hereby agrees and covenants to establish and maintain a special account within
the Local Agency's general fund to be designated the "2006 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. Notwithstanding the foregoing, if the Local Agency elects to
have Note proceeds invested in Permitted Investments to be held by the Trustee pursuant
to the Pricing Confirmation, a subaccount of the Payment Account (the "Payment
Subaccount") shall be established for the Local Agency under the Indenture and proceeds
credited to such account shall be pledged to the payment of the Note. The Trustee need not
create a subaccount, but may keep a record to account separately for proceeds of the Note
so held and invested by the Trustee which record shall constitute the Local Agency's
Proceeds Subaccount. Transfers from the Payment Subaccount shall be made in
accordance with the Indenture. The Local Agency agrees to transfer to and deposit in 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 2006-2007) until the amount on deposit in the Payment Account, together
with the amount, if any, on deposit in the Payment Subaccount, and taking into
consideration anticipated investment earnings thereon to be received by the Maturity Date,
is equal in the respective Repayment Months identified in the Pricing Confirmation to the
percentage of the principal and interest due on the Note specified in the Pricing
Confirmation. In making such transfer and deposit, the Local Agency shall not be
required to physically segregate the amounts to be transferred to and deposited in the
Payment Account from the Local Agency's other general fund moneys, but,
notwithstanding any commingling of funds for investment or other purposes, the amounts
8
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
required to be transferred to and deposited in the Payment Account shall nevertheless be
subject to the lien and charge created herein.
Anyone of the Authorized Representatives of the Local Agency is hereby
authorized to approve the determination of the Repayment Months and percentages of the
principal and interest due on the Note required to be on deposit in the Payment Account
and/or the Payment Subaccount in each Repayment Month, all as specified in the Pricing
Confirmation, by executing and delivering the Pricing Confirmation, such execution and
delivery to be conclusive evidence of approval by this Legislative Body and such
Authorized Representative; provided, however, that the maximum number 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 aggregate
principal and interest due on the Note. 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.
(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 and (ii) (to the extent provided in the Indenture) the 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 (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 PredefauIt Obligations and Reimbursement Obligations owing to the 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, to
make payments to a Swap Provider, if any, as defined in the Indenture, pursuant to a Swap
Agreement, if any, as defined in the Indenture, or to reimburse the Credit Provider for
payments made under or pursuant to the Credit Instrument. In the event that moneys in the
9
o
1
2
3
4
5
6
7
8
9
10
1]
12
13
14
15
16
17
18
19
20
2]
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
Payment Account and/or the Payment Subaccount are insufficient to pay the principal of
and interest on the Note in full when due, such moneys shaH be applied in the foHowing
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; and fifth 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.
Any moneys remaining in or accruing to the Payment Account and/or the Payment
Subaccount after the principal of the Note and the interest thereon and any Predefault
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 shaH be deemed to relieve the Local Agency from its
obligation to pay its Note in fuH on the Maturity Date.
(D) Moneys in the Proceeds Subaccount and in the Payment Subaccount shaH be
invested by the Trustee pursuant to the Indenture as directed by the Local Agency in
Permitted Investments as described in and under the terms of the Indenture. Any such
investment by the Trustee shaH be for the account and risk of the Local Agency, and the
Local Agency shaH not be deemed to be relieved of any of its obligations with respect to
the Note, the Predefault Obligations or Reimbursement Obligations, if any, by reason of
such investment of the moneys in its Proceeds Subaccount or the Payment Subaccount.
(E) At the written request of the Credit Provider, if any, the Local Agency shaH,
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.
Section 9. Execution of Note. Anyone of the Authorized Representatives 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, shaH be
authorized to countersign the Note by manual or facsimile signature. Said Authorized
Representative of the Local Agency, is hereby authorized to cause the blank spaces of the
Note to be fiHed in as may be appropriate pursuant to the Pricing Confirmation. The
Authorized Representative is hereby authorized and directed to cause the Authority to
assign the Note to the Trustee, pursuant to the terms and conditions of the Purchase
Agreement, this Resolution and the Indenture. In case any Authorized Representative
whose signature shall appear on any Note shaH cease to be an Authorized Representative
10
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
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 Left Blank. This section has been included to preserve
the sequence of section numbers for cross-referencing purposes.
Section 11. Representations and Covenants of the Local Agency.
The Local Agency makes the following representations for the benefit of the
holder of the Note, the owners of the Bonds and the Credit Provider, if any:
(A) The Local Agency is duly organized and existing under and by virtue of the
laws of the State of California and has all necessary power and authority to (i) adopt this
Resolution and 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,
regularly and properly adopted a preliminary budget for Fiscal Year 2006-2007 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
11
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
hereby covenants that it shall (i) duly, regularly and properly prepare and adopt its final
budget for Fiscal Year 2006-2007, (ii) provide to the Trustee, the Credit Provider, if any, .
the Financial Advisor and the underwriter, promptly upon adoption, copies of such final
budget and of any subsequent revisions, modifications or amendments thereto and (iii)
comply with all applicable laws pertaining to its budget.
(F) The sum of the principal amount of the Local Agency's Note plus the
interest payable thereon, on the date of its issuance, shall not exceed fifty percent (50%) of
the estimated amounts of the Local Agency's uncollected taxes, income, revenue
(including, but not limited to, revenue from the state and federal governments), cash
receipts, and other moneys to be received by the Local Agency for the general fund of the
Local Agency attributable to Fiscal Year 2006-2007, all of which will be legally available
to pay principal of and interest on the Note.
(G) The Local Agency (i) has not defaulted within the past twenty (20) years, and
is not currently in default, on any debt obligation and (ii), to the best knowledge of the
Local Agency, has never defaulted on any debt obligation.
(H) The Local Agency's most recent audited financial statements present fairly the
financial condition of the Local Agency as of the date thereof and the results of operation
for the period covered thereby. Except as has been disclosed to the Financial Advisor and
the underwriter and the 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
Authority, the Financial Advisor, the underwriter, the Trustee and the 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, 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 orresults of operations or on the ability of the
12
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
Local Agency to conduct its actl vltIes 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, or
this Resolution.
(1) Upon issuance of the Note and execution of the Purchase Contract, this
Resolution, the Purchase Contract and the Note will constitute legal, valid and binding
agreements of the Local Agency, enforceable in accordance with their respective terms,
except as such enforceability may be limited by bankruptcy or other laws affecting
creditors' rights generally, the application of equitable principles if equitable remedies are
sought, the exercise of judicial discretion in appropriate cases and the limitations on legal
remedies against local agencies, as applicable, in the State of California.
(K) The Local Agency and its appropriate officials have duly taken, or will take,
all proceedings necessary to be taken by them, if any, for the levy, receipt, collection and
enforcement of the Pledged Revenues in accordance with law for carrying out the
provisions of this Resolution and the Note.
(L) The Local Agency shall not incur any indebtedness secured by a pledge of its
Pledged Revenues unless such pledge is subordinate in all respects to the pledge of
Pledged Revenues hereunder.
(M) So long as the Credit Provider, if any, is not in payment default under the
Credit Instrument, 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, and/or the
Indenture, as applicable. Prior to the Maturity Date, moneys in the Local Agency's
Payment Account and/or Payment Subaccount shall not be used to make such payments.
The Local Agency shall pay such amounts promptly upon receipt of notice from the Credit
Provider that such amounts are due to it.
(N) So long as any Bonds issued in connection with the Notes are Outstanding, or
any Predefault Obligation or Reimbursement Obligation is outstanding, the Local Agency
will not create or suffer to be created any pledge of or lien on the Note other than the
pledge and lien of the Indenture.
Section 12. Tax Covenants. (A) The Local Agency shall not take any action or
fail to take any action if such action or failure to take such action would adversely affect
13
o
I
2
3
4
5
6
7
8
9
10
II
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING OF
FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE OF A 2006-
2007 TAX AND REVENUE ANTICIPATION NOTE THEREFOR AND
PARTICIPATION IN THE CALIFORNIA COMMUNITIES CASH FLOW
FINANCING PROGRAM
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 Local Agency which would cause the Note or
Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, a "private
activity bond" within the meaning of Section 141(a) of the Code, or an obligation the
interest on which is subject to federal income taxation because it is "federally guaranteed"
as provided in Section 149(b) of the Code. The Local Agency, with respect to the
proceeds of the Note, will comply with all requirements of such sections of the Code and
all regulations of the United States Department of the Treasury issued or applicable
thereunder to 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 2006, including
the Note, is not reasonably expected to exceed $5,000,000; or in the alternative, (ii)
covenants that the Local Agency will take all legally permissible steps necessary to ensure
that all of the gross proceeds of the Note will be expended no later than the day that is six
months after the date of issuance of the Note so as to satisfy the requirements of Section
I 48(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 owners
of the Bond, the Credit Provider, if any, or the Trustee on their behalf shall be entitled to
exercise any right or remedy under this Resolution. on the basis of the Local Agency's
failure to observe, or refusal to comply with, such covenants.
(D) The covenants contained in this Section 12 shall survive the payment of the
Note.
(E) The provisions of this Section 12 shall not apply to a Taxable Note.
Section 13. Events of Default and Remedies.
If any of the following events occurs, it is hereby defined as and declared to be and
to constitute an "Event of Default":
14
o
o
I
1
,
I
10
'j
I
I
,
i
I
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTIO:-.l AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
(A) Failure by the Local Agency to make or cause to be made the transfers and
deposits to the Payment Account, or any other payment required to be paid hereunder,
including payment of principal and interest on the Note, on or before the date on which
such transfer, deposit or other payment is due and payable;
(B) Failure by the Local Agency to observe and perform any covenant, condition
or agreement on its part to be 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 the Credit Provider, if
applicable, unless the Trustee and the Credit Provider 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 Resolution or the
Purchase Agreement or in connection with the Note, is false or misleading in any material
respect;
(D) A petJtlOn 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 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
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 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.
15
1
0 2
3
.(
5
6
7
8
9
10
11
12
13
14
I 0 15
I 16
17
18
19
20
21
22
23
24
25
26
0 27
28
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
Whenever any Event of Default referred to in this Section 13 shall have happened
and be continuing, the Trustee, as holder of the Note, shall, in addition to any other
remedies provided herein or by law or under the Indenture, if applicable, have the right, at
its option without any further demand or notice, to take one or any combination of the
following remedial steps:
(I) 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 due hereunder and under the Note 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 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 the Credit Provider's
prior consent shall be required to any remedial action proposed to be taken by the Trustee
hereunder.
If the Credit Provider is not reimbursed for any drawing, payment or claim, as
applicable, used to pay principal of and interest on the Note due to a default in payment on
the Note by 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 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.
Section 14. Trustee. The Local Agency hereby directs and authorizes the payment
by the Trustee of the interest on and principal of the Note when such become due and
payable, from amounts received by the Trustee from the Local Agency in the manner set
forth herein. The Local Agency hereby covenants to deposit funds in such account or
16
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
fund, as applicable, at the time and in the amount specified herein to provide sufficient
moneys to pay the principal of and interest on the Note on the Note Payment Deposit
Date. Payment of the Note shall be in accordance with the terms of the Note and this
Resolution.
Section 15. Sale of Note. The Note shall be sold to the Authority, in accordance
with the terms of the Purchase Agreement, hereinbefore approved, and issued payable to
the Trustee, as assignee of the Authority.
Section 16. Intentionally Left Blank. This section has been included to preserve
the sequence of section numbers for cross-referencing purposes.
Section 17. Approval of Actions. The aforementioned Authorized
Representatives of the Local Agency are hereby authorized and directed to execute the
Note and cause the Trustee to accept delivery of the Note, pursuant to the terms and
conditions of the Purchase 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 Representatives and agents of the Local
Agency are hereby authorized and directed, for and in the name and on behalf of the Local
Agency, to do any and all things and take any and all actions and execute any and all
certificates, agreements and other documents which they, or any of them, may deem
necessary or advisable in order to consummate the lawful issuance and delivery of the
Note in accordance with, and related transactions contemplated by, this Resolution. The
Authorized Representatives of the Local Agency referred to above in Section 4 hereof are
hereby designated as "Authorized Local Agency Representatives" under the Indenture.
In the event that the Note or a portion thereof is secured by a Credit Instrument,
anyone of the Authorized Representatives of the Local Agency is hereby authorized and
directed to provide the Credit Provider, with any and all information relating to the Local
Agency as such Credit Provider may reasonably request.
Section 18. Proceedings Constitute Contract. The provisions of the Note and of
this Resolution shall constitute a contract between the Local Agency and the registered
owner of the Note, and such provisions shall be enforceable by mandamus or any other
appropriate suit, action or proceeding at law or in equity in any court of competent
jurisdiction, and shall be irrepealable. The Credit Provider, if any, is a third party
beneficiary of the provisions of this Resolution and the Note.
Section 19. Limited Liability. Notwithstanding anything to the contrary
contained herein or in the Note or in any other document mentioned herein or related to
17
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
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 20. 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 and the 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 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;
(B) to add to the limitations and restrictions in this Resolution, other limitations
and restrictions to be observed by the Local Agency which are not contrary to or
inconsistent with this Resolution as theretofore in effect;
(C) to 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 owner of the Note or of the Bonds issued in
connection with the Note may be made by a Supplemental Resolution, with the written
consents of the Authority and the Credit Provider, if any, and with the written consent of
the owners of at least a majority in principal amount of the Note and of the Bonds issued
in connection with the Note outstanding at the time such consent is given; provided,
however, that if such modification or amendment will, by its terms, not take effect so long
18
1
0 2
3
4
5
6
7
8
9
10
11
12
13
14
0 15
16
17
18
19
20
21
22
23
24
25
26
0 27
28
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
as the Note or any Bonds issued in connection with the Note remain outstanding, the
consent of the owners of such Note or of such Bonds shall not be required. No such
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 ofthe rate of interest thereon, or a change in the date or amounts of
the pledge set forth in this Resolution, without the consent of the owners of such Note or
the owners of all the Bonds issued in connection with the Note, or shall reduce the
percentage of the Note or Bonds the consent of the owners of which is required to effect
any such modification or amendment, or shall change or modify any of the rights or
obligations of the Trustee without its written assent thereto.
Section 21. 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 22. Appointment of Bond Counsel. The law firm of Orrick, Herrington
& Sutcliffe LLP, Los Angeles, California is hereby appointed as Bond Counsel for the
Program. The Local Agency acknowledges that Bond Counsel regularly performs legal
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 future represent
other public entities, underwriters, trustees, rating agencies, insurers, credit enhancement
providers, lenders, financial and other consultants who may have a role or interest in the
proposed financing or that may be involved with or adverse to Local Agency in this or
some other matter. Given the special, limited role of Bond Counsel described above the
Local Agency acknowledges that no conflict of interest exists or would exist, waives any
conflict of interest that might appear to exist, and consents to any and all such
relationships.
Section 23. Appointment of Financial Advisor and Underwriter. RBC Dain
Rauscher, Inc., Los Angeles, California is hereby appointed as financial advisor for the
Program. Lehman Brothers, Inc., together with such co-underwriters, if any, identified in
the Purchase Contract, is hereby appointed as underwriter for the Program.
Section 24. Effective Date. This Resolution shall take effect from and after its
date of adoption.
19
o
o
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16 III
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
Section 25. Resolution Parameters.
(A) Name of Local Agency: City of San Bernardino
(B) Maximum Amount of Borrowing: $20,000,000
(C) Authorized Representatives:
TITLE
I. Mayor
2. City Clerk
3. City Manager
III
III
III
III
III
III
III
III
III
III
III
20
o
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
o
o
RESOLUTION AUTHORIZING AND APPROVING THE BORROWING
OF FUNDS FOR FISCAL YEAR 2006-2007; THE ISSUANCE AND SALE
OF A 2006-2007 TAX AND REVENUE ANTICIPATION NOTE
THEREFOR AND PARTICIPATION IN THE CALIFORNIA
COMMUNITIES CASH FLOW FINANCING PROGRAM
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
Mayor and Common Council of the City of San Bernardino at a
meeting
thereof, held on the
day of
, 2006 by the following vote, to
wit:
Council Members: A YES
NAYS
ABSTAIN ABSENT
ESTRADA
BAXTER
MCGINNIS
DERRY
KELLEY
JOHNSON
MCCAMMACK
Rachel G. Clark, City Clerk
The foregoing resolution is hereby approved this _ day of
,2006.
Patrick J. Morris, Mayor
City of San Bernardino
Approved as to Form:
~
! .,1
f/,
, ' ,'"\".....:l . 7 ~;I C/t.....~
/res F. Pellman, City Attorney
[j/
21
EXHIBIT A
CITY OF SAN BERNARDINO
o
2006 TAX AND REVENUE ANTICIPATION NOTE, SERIES
Interest Rate
Maturitv Date
Date of
Original Issue
REGISTERED OWNER: WELLS FARGO BANK, NA TIONAL ASSOCIATION
PRINCIPAL AMOUNT: $20,000,000
o
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 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 Wells Fargo Bank, National Association in Los Angeles,
California, or at such other place as shall be designated in writing, 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 registered
owner hereof 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 that certain Indenture of Trust, dated as of July I, 2006
(the "Indenture"), by and between the California Statewide Communities Development Authority
and Wells Fargo Bank, National Association, as trustee), if any, is not reimbursed in full for the
amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution and the
Indenture) to pay all or a portion (including the interest component, if applicable) of this Note on
the date of such payment, this Note shall become a Defaulted Note (as defined 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 (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 I, 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.
o
o
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 2006-2007 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 umestricted revenues of the Local
Agency received on the last day of the Repayment Months (as defined in the Resolution) identified
in the Pricing Confirmation (as defined in the Resolution) (and any amounts received thereafter
attributable to Fiscal Year 2006-2007) until the amount on deposit in the Payment Account (as
defined in the Resolution) in each such month, is equal to the corresponding percentages of
principal of and interest due on the Note as set forth in the Pricing Confirmation (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.
o
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.
o
2
o
o
o
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.
CITY OF SAN BERNARDINO
By:
Patrick J. Morris, Mayor
Countersigned:
By:
Rachel Clark, City Clerk
3
o
2006.
o
o
CERTIFICATE OF AUTHENTICIATION AND REGISTRATION
This Note, described in the within-mentioned Resolution, was authenticated on July 5,
WELLS FARGO BM'K, NATIONAL
ASSOCIATION
By:
Authorized Signatory
4
o
o
o
ASSIGNMENT
For value received the undersigned dotes) hereby sell, assign and transfer unto
(Insert name, address, zip code and Social Security, taxpayer or other identification numbers of
Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the same on the books of the Bond Registrar with full power of
substitution in the premises.
Dated:
Notice: The signature on this Assignment must
Correspond with the name of the Registered
owner as it appears upon the face of the
within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Signature guaranteed:
(Bank, Firm or Trust Company)
5
CITY OF SAN BERNARDINO
o
2006 T ~'{ AND REVENUE ANTICIPATION NOTE, SERIES
Interest Rate
Maturitv Date
Date of
Original Issue
REGISTERED OWNER: WELLS FARGO BANK, NA TIONAL ASSOCIATION
PRINCIPAL AMOUNT: $20,000,000
o
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 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 Wells Fargo Bank, National Association in Los Angeles,
California, or at such other place as shall be designated in writing, 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 registered
owner hereof 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 that certain Indenture of Trust, dated as of July I, 2006
(the "Indenture"), by and between the California Statewide Communities Development Authority
and Wells Fargo Bank, National Association, as trustee), if any, is not reimbursed in full for the
amount drawn on or paid pursuant to the Credit Instrument (as defined in the Resolution and the
Indenture) to pay all or a portion (including the interest component, if applicable) of this Note on
the date of such payment, this Note shall become a Defaulted Note (as defined 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 (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 I, Division 2, Title 5 of the California Govemment Code (collectively, the "Resolution"), to
all of the provisions and limitations of which the owner of this Note, by acceptance hereof, assents
and agrees.
o
o
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 2006-2007 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 the Repayment Months (as defined in the Resolution) identified
in the Pricing Confirmation (as defined in the Resolution) (and any amounts received thereafter
attributable to Fiscal Year 2006-2007) until the amount on deposit in the Payment Account (as
defined in the Resolution) in each such month, is equal to the corresponding percentages of
principal of and interest due on the Note as set forth in the Pricing Confirmation (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.
o
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.
o
2
o
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.
CITY OF SAN BERNARDINO
By:
Patrick J. Morris, Mayor
Countersigned:
By:
Rachel Clark, City Clerk
o
o
3
o
2006.
o
o
CERTIFICATE OF AUTHENTICIATION AND REGISTRATION
This Note, described in the within-mentioned Resolution, was authenticated on July 5,
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By:
Authorized Signatory
4
ASSIGNMENT
o
For value received the undersigned do(es) hereby sell, assign and transfer unto
(Insert name, address, zip code and Social Security, taxpayer or other identification numbers of
Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and
appoint(s) attorney, to transfer the same on the books of the Bond Registrar with full power of
substitution in the premises.
Dated:
Notice:The signature on this Assignment must
Correspond with the name of the Registered
owner as it appears upon the face of the
within Bond in every particular without
alteration or enlargement or any change
whatsoever.
Signature guaranteed:
o
(Bank, Firm or Trust Company)
o
5
1
2
RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO
REPEALING RESOLUTION NUMBER 2006-118
3
4
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
6
7
8
9 III
10 III
11 III
12 III
13 III
14 III
15 III
16 III
17 III
18 III
19 III
20 III
21 III
22 III
23 III
24 III
25 III
26 III
27 III
28
SECTION 1. That Resolution Number 2006-118 is hereby repealed.
SECTION 2. This Resolution shall take effect from and after its date of adoption.
Ylo. "9
o ~ I () .s--Io~
1
2
3
RESOLUTION OF THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO
REPEALING RESOLUTION NUMBER 2006-118.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
4 Common Council of the City of San Bernardino at a
meeting thereof, held on the
5 day of , 2006, by the following vote, to wit:
6 Council Members: AYES NAYS ABSTAIN ABSENT
7 ESTRADA
8 BAXTER
9 McGINNIS
10 DERRY
11 KELLEY
12 JOHNSON
13 MCCAMMACK
14
15
16
Rachel G. Clark, City Clerk
17
The foregoing resolution is hereby approved this
day of
,2006.
18
19
20
PATRICK J. MORRIS, Mayor
City of San Bernardino
21
22
23 Approved as to Form:
24
25 J
Ie
es F. Penman, City Attorney
\..
26
27
28
2
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): S:cl51 O~ Item # f(::A A ~ G Resolution #
Vote: Ayes))'Jt:5)iJlJ Nays ---E:T Abstain-Er
Change to motion}o amend original documents ~ Companion Resolutions
Ylft't- lift .ft.YP6 ,
JOOb-/~q ~dDOb-/~ [)
Absent 3
Null/Void After: days /
Resolution # On Attachments: D Note on Resolution of attachment stored separately: D
PUBLISH D
RECORD W/COUNTY D
POST D
Jd -7!OG
b -1 -(\(P
Date ofClerk/CDC Signature: b -'is -' Dc"
Date Sent to Mayor:
Date of Mayor's Signature:
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
Date Returned:
2nd Reminder Letter Sent:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Copies Distributed to:
Animal Control D EDA D
City Administrator D Facilities D
City Attorney lSr leI '\ Finance kV\"'I
Code Compliance D Fire Department D
Development Services D Human Resources D
Others:
By:
Reso. Log Updated: D
Seal Impressed: ~
Reso. # on Staff Repo~
Not Returned: D
Yes / No By_
-
Yes No --L By_
Yes No v' By_
-
Yes No ./ By_
Yes No ./ By_
Information Services D
Parks & Recreation D
Police Department D
Public Services D
Water Department D
Ready to File: _
Date:
Revised 12/18/03
OFFICE OF THE CITY CLERK
RACHEL G. CLARK, C.M.C. - CITY CLERK
300 North "D" Street. San Bernardino. CA 92418-0001
909.384.5002. Fax: 909.384.5158
www.sbcity,org
,.
June 13, 2006
Laura Gao
Orrick, Harrington & Sutcliff
777 S. Figueroa Street, Suite 300
Los Angeles, CA 90017
Dear Ms. Gao:
At the Mayor and Common Council meeting of June 5, 2006, the City of San
Bernardino adopted Resolution 2006-170 - Resolution authoring and approving the
borrowing of funds for Fiscal Year 2006-2007; the issuance and sale of a 2006-2007 Tax
and Revenue Anticipation Note therefor and participation in the California Communities
Cash Flow Financing Program.
Enclosed is a copy of the City of San Bernardino's Resolution 2006-170, an
original 2006 Tax and Revenue Anticipation Note, and Certificate of the Local
Agency,
If you have any questions, please do not hesitate to contact Gary Silvius,
Accounting Manager, at (909) 384-5544 or Dodie Otterbein, Records Management
Coordinator, at (909) 384-5101,
Sincerely"
I '~'
C-""; 'JLILLi\..... /YU!.{Lt )It;;......
Sandra Medina
Assistant to the City Clerk
Enclosures
CITY OF SAN BERNARDINO
ADOPTED SHARED VALUES: Integrity. Accountability. Respect for Human Dignity. Honesty
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
June 14,2006
TO:
Doug Calkins, Senior Assistant City Attorney
FROM:
Dodie Otterbein, Records Management Coordinator
RE:
Resolution 2006-170 Approving the Borrowing of Funds
CC:
Sandra Medina, Assistant to the City Clerk
I am forwarding to you a copy of the cover letter and documents sent to Laura Gao at
Orrick, Harrington and Sutcliff for Resolution 2006-170 - Resolution authoring and
approving the borrowing of funds for Fiscal Year 2006-2007; the issuance and sale of a
2006-2007 Tax and Revenue Anticipation Note therefor and participation in the
California Communities Cash Flow Financing Program.