Item 24 - Installment Sale Agreement for Well 32 Project

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City of Santa Ana Agreement No.: D2202003 Project No.: 3010038-003C Page 32 of 49 DrinkingWaterSRF@waterboards.ca.gov; and by mail to the contact address set forth in Section 4 of this Agreement of the occurrence of any of the following events: i. Bankruptcy, insolvency, receivership or similar event of the Recipient, or actions taken in anticipation of any of the foregoing; ii. Change of ownership of the Project or the System or change of management or service contracts, if any, for operation of the System; iii. Loss, theft, damage, or impairment to Project, the Revenues or the System; iv. Failure to meet any debt service coverage test in Exhibit B of this Agreement; v. Draws on the Reserve Fund; vi. Listed Events and Events of Default, except as otherwise set forth in this section; vii. Failure to observe or perform any covenant or comply with any condition in this Agreement; viii. An offer from a public entity to purchase the Project or the System or any portion thereof, or any of the real or personal property related to or necessary for the Project; ix. A proceeding or action by a public entity to acquire the Project or the System by power of eminent domain; x. Incurrence of a System Obligation or other Material Obligation by the Recipient; or xi. A default, event of acceleration, termination event, modification of terms, or other similar event under the terms of a System Obligation or other Material Obligation of the Recipient, any of which reflect financial difficulties. (c) Within ten (10) business days, the Recipient must notify the Division by phone at (916) 327-9978, by email to uven.trinh- leCcD_waterboards.ca.gov and DrinkingWaterSRF(cDwaterboards.ca.gov, and by mail to the contact address set forth in Section 4 of this Agreement of the following events: i. Material defaults on Material Obligations, other than this Obligation; ii. Unscheduled draws on material debt service reserves or credit enhancements, reflecting financial difficulties; iii. Substitution of credit or liquidity providers, if any or their failure to perform; iv. Any litigation pending or threatened with respect to the Project or the Recipient's technical, managerial or financial capacity to operate the System or the Recipient's continued existence; v. Circulation of a petition to repeal, reduce, or otherwise challenge the Recipient's rates for services of the System; vi. Consideration of dissolution, or disincorporation, or any other event that could materially impair the Revenues; vii. Adverse tax opinions, the issuance by the Internal Revenue Service or proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices of determinations with respect to the tax status of any tax-exempt bonds; viii. Rating changes on outstanding System Obligations, if any; ix. Issuance of additional Parity Obligations; x. Enforcement actions by or brought on behalf of the State Water Board or Regional Water Board; or A. Any investigation by the District Attorney, California State Auditor, Bureau of State Audits, United States Environmental Protection Agency's Office of Inspector General, the Internal Revenue Service, Securities and Exchange Commission, a grand jury, or any other state or federal agency, relating to the Recipient's financial management, accounting procedures, or internal fiscal controls; Exhibit C