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Resolution 2875-09 RESOLUTION NO. 2875 - }, ( [ '(g OF THE p pyp p Z p A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITH RESPECT TO THE SALE OF THE SELLER'S PROPOSITION lA RECEIVABLE FROM THE STATE; AND DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH WHEREAS, pursuant to Section 25.5 of Article XIII of the California Constitution and Chapter 14XXXX of the California Statutes of 2009 (Assembly Bill No. 15), as amended (the "Act "), certain local agencies within the State of California (the "State ") are entitled to receive certain payments to be made by the State on or before June 30, 2013, as reimbursement for reductions in the percentage of the total amount of ad valorem property tax revenues allocated to such local agencies during the State's 2009 -10 fiscal year (the "Reimbursement Payments "), which reductions have been authorized pursuant to Sections 100.05 and 100.06 of the California Revenue and Taxation Code; WHEREAS, the 1w t ?�� .4,1,, > Pi 04, , a local agency within the meaning of Section 6585(0 of the California Government Code (the "Seller"), is entitled to and has determined to sell all right, title and interest of the Seller in and to its "Proposition 1A Cie receivable ", as defined in Section 6585(g) of the California Government Code (the "Proposition 1A Receivable "), namely, the right to payment of moneys due or to become due to the Seller pursuant to Section 25.5(a)(1)(B)(iii) of Article XIII of the California Constitution and Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to fund public capital improvements or working capital; WHEREAS, the Seller is authorized to sell or otherwise dispose of its property as the interests of its residents require; WHEREAS, the California Statewide Communities Development Authority, a joint exercise of powers authority organized and existing under the laws of the State (the "Purchaser "), has been authorized pursuant to Section 6588(x) of the California Government Code to purchase the Proposition lA Receivable; WHEREAS, the Purchaser desires to purchase the Proposition 1A Receivable and the Seller desires to sell the Proposition lA Receivable pursuant to a purchase and sale agreement by and between the Seller and the Purchaser in the form presented to this Board of Directors (the "Sale Agreement ") for the purposes set forth herein; WHEREAS, in order to finance the purchase price of the Proposition lA Receivable from the Seller and the purchase price of other Proposition 1A Receivables from other local agencies, the Purchaser will issue its bonds (the "Bonds ") pursuant to Section 6590 of the California Government Code and an Indenture (the "Indenture "). by and between the Purchaser and Wells Fargo Bank, National Association, as trustee (the "Trustee "), which Bonds will be payable solely from the proceeds of the Seller's Proposition 1A Receivable and other Proposition 1A Receivables sold to the Purchaser by local agencies in connection with the issuance of the Bonds; WHEREAS, the Seller acknowledges that (i) any transfer of its Proposition 1A Receivable to the Purchaser pursuant to the Sale Agreement shall be treated as an absolute sale and transfer of the . ro se so transferred and not as a pledge or grant of a security interest by to secure a borrowing, (ii) any such sale of its Proposition lA Receivable to the Purchaser shall automatically be perfected without the need for physical delivery, recordation, filing or further act, (iii) the provisions of Division 9 (commencing with Section 9101) of the California Commercial Code and Sections 954.5 to 955.1 of the California Civil Code, inclusive, shall not apply to the sale of its Proposition 1 A Receivable, and (iv) after such transfer, the Seller shall have no right, title, or interest in or to the Proposition 1 A Receivable sold to the Purchaser and the Proposition 1A Receivable will thereafter be owned, received, held and disbursed only by the Purchaser or a trustee or agent appointed by the Purchaser; WHEREAS, the Seller acknowledges that the Purchaser will grant a security interest in the Proposition 1A Receivable to the Trustee and any credit enhancer to secure payment of the Bonds; WHEREAS, a portion of the proceeds of the Bonds will be used by the Purchaser to, among other things, pay the purchase price of the Proposition lA Receivable; WHEREAS, the Seller will use the proceeds received from the sale of the Proposition lA Receivable for any lawful purpose as permitted under the applicable laws of the State; NOW THEREFORE, the + , t F� `r f �te of the hereby resolves as follows: Section 1. All of the recitals set forth above are true and correct, and this I hereby so finds and determines. Section 2. The Seller hereby authorizes the sale of the Proposition lA Receivable to the Purchaser for a price equal to the amount certified as the Initial Amount (as defined in the Sale Agreement) b the Coun auditor pursuant to the Act. The form of Sale Agreement presented to the eA ;TA: is hereby approved. An Authorized Officer (as set forth in Appendix A of this Resolution, attached hereto and by this reference incorporated herein) is hereby authorized and directed to execute and deliver the Sale Agreement on behalf of the Seller, which shall be in the form presented at this meeting. Section 3. Any Authorized Officer is hereby authorized and directed to send, or to cause to be sent, an irrevocable written instruction to the State Controller (the "Irrevocable Written Instruction ") notifying the State of the sale of the Proposition 1A Receivable and instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the Proposition 1A Receivable to the Trustee, on behalf of the Purchaser, which Irrevocable Written Instruction shall be in the form presented at this meeting. 2 4 1110' Section 4. The Authorized Officers and such other Seller officers, as appropriate, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents, including but not limited to, if required, appropriate escrow instructions relating to the delivery into escrow of executed documents prior to the closing of the Bonds, and such other documents mentioned in the Sale Agreement or the Indenture, which any of them may deem necessary or desirable in order to implement the Sale Agreement and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution; and all such actions heretofore taken by such officers are hereby ratified, confirmed and approved. Section 5. All consents, approvals, notices, orders, requests and other actions permitted or required by any of the documents authorized by this Resolution, whether before or after the sale of the Proposition IA Receivable or the issuance of the Bonds, including without limitation any of the foregoing that may be necessary or desirable in connection with any default under or amendment of such documents, ma be riven or taken by an Authorized Officer without further authorization by this �� >�{E�e , ,air_?, and each Authorized Officer is hereby authorized and directed to give any such consent, approval, notice, order or request, to execute any necessary or appropriate documents or amendments, and to take any such action that such Authorized Officer may deem necessary or desirable to further the purposes of this Resolution. Section 6. The Board of Directors acknowledges that, upon execution and delivery of the Sale Agreement, the Seller is contractually obligated to sell the Proposition IA Receivable to the Purchaser pursuant to the Sale Agreement and the Seller shall not have any option to revoke its approval of the Sale Agreement or to determine not to perform its obligations thereunder. 3 Section 7. This Resolution shall take effect from and after its adoption and approval. PASSED AND ADOPTED by the _ z . r , , of the • _ ' _ ;:' =, , State of California, this day of O 40 k , 2009, by the following vote: AYES: Directors Mosbacher, Rise, Claudio, Jones, Schafer NOES: None ABSENT: None )7Zattly__/tee.A-- Attest: U / 4 1- 1 4■ Y.attAySLe(rT Approved as to form : SELLER'S COUNSEL By • Dated: /O/ 17.4 4 APPENDIX A Authorized Officers: t' 2 ; , any designee of any of them, as appointed in a written certificate of such Authorized Officer delivered to the Trustee.