1074u
RESOLUTION NO; 1074
CITY COUNCIL
OF THE
CITY OF ROLLING HILLS
A RESOLUTION APPROVI G 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 IA 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 14..VCX K of the California Statutes of 2009 (.Assembly Bill No. 15), as attended (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 City, of Rolling, Hills. a local agency within the meaning of Section
6585(f) of the California Government Cade (the "Seller"), is entitled to and has determined to
sell all right, title and interest of the Seller in and to its "Proposition IA receivable", as defined in
Section 6585(g) of the California Government Code (the "Proposition iA 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 X111 of the California Constitution and Section 100.06 of the
California Revenue and Taxation Code. in order to obtain money to fluid 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 pursuuaut to Section 6588(x) of the California Government
Code to purchase the Proposition 1A Receivable,
WHEREAS, the Purchaser desires to purchase the Proposition IA Receivable and, the
Seller desires to sell the Proposition I Receivable pursuant to a purchase and sale agreement by
and between the Seller and the Purchaser in the form presented to this City Council (the "Sale
Agreement") for the purposes set forth herein:
WHEREAS. in order to finance the purchase price of the Proposition IA Receivable frown
the Seller and the purchase price of other Proposition IA 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 Ball:. National Association. as trustee (the "Trustee"). which Bonds will be payable solely
Resolution No. 1074 -1-
from the proceeds of the Seller's Proposition IA Receivable and other Proposition IA
Receivables sold to the Purchaser by local agencies in cormection with the issuance of the
Bonds:
WHEREAS. the Seller aclaiowledges 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 property so transferred and not as a pledge or grant of a security interest by
City of Rolling Hills to secure a borrowing. (ii) any such sale of its Proposition IA Receivable to
the Purchaser shall automatically be perfected without the need for physical delivery.
recordation. filing or firther act. (iii) the provisions of Division 9 (conuuencing 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 1A Receivable. and (iv) after such
transfer. the Seller shall have no right, title. or interest in or to the Proposition lA Receivable
sold to the Purchaser and the Proposition IA 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 aclarowledges that the Purchaser will grant a security interest in
the Proposition IA Receivable to the Trustee and any credit enhancer to secure payment of the
Bonds:
)ATHEREAS, a portion of the proceeds of the Bonds will be used by the Purchaser to.
aurong other things. pay the purchase price of the Proposition I Receivable:
NVHEREAS. the Seller will use the proceeds received from the sale of the Proposition 1A
Receivable for any lawfiul purpose as penuitted under the applicable laws of the State:
NOW THEREFORE. the City Council of the City of Rolling Hills hereby resolves as
follows:
Section 1. All of the recitals set forth above are true and correct. and this City
Council hereby so finds and detenuines.
Section 2. The Seller hereby authorizes the sale of the Proposition IA Receivable
to the Purchaser for a price equal to the amouurt certified as the Initial Amount (as defined in the
Sale Agreement) by the Comity auditor pursuant to the Act. The form of Sale Agreement
presented to the City Council is hereby approved. An Authorized Officer (as set forth in
Avvendix 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 rneetiug.
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 lA Receivable and
instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the
Proposition 1 A Receivable to the Trustee. on behalf of the Purchaser. which In -evocable Written
Instruction shall be in the fi�nn presented at this meeting.
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Resolution No. 1074 -2-
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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, may be given or taken by an Authorized Officer
without further authorization by this'_ ity`Council, and each Authorized Off -leer is hereby
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authorized and directed to give an), 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 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.
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Resolution No. 1074 -3-
approval. Section 7. This Resolution shall take effect from and after its adoption and
PASSED AND ADOPTED by the City Council of the City of Rolling Hills, State
of California, this 12th day of October , 210091 by the following vote:
AYES: Councilmembers Black, Hill, Lay, Pernell and Mayor Heinsheimer
NOES: None.
ABSENT: None .
Attest:
Approved as to form :
SELLER'S COUNAEL
Dated: I
Mayor
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APPENDIX A
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CITY;{? -- 041 �`Ls
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Authorized Officers:
Finan Director
any designee of any of them, as appointed in a written certificate of
such Authorized Officer delivered to the Trustee.
Resolution No.* -.1074