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HomeMy WebLinkAboutResolution 2009-175 N.C.S. 10/19/20092009-175 N.C.S. RESOLUTION NO. CITY COUNCIL OF THE CITY OF PETALUMA A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT AND RELATED DOCUMENTS WITI-I RESPECT TO THE SALE OF TFIE SELLER'S PROPOSITION lA RECEIVABLE 1 ROM "hHE S"GATE; AND DIRECTING AND AUTI-LORIZING CERTAIN OTHER AC"LIONS IN CONNEC"C10N TH.EREWI~IH WHEREAS, pursuant to Section 25.5 of Article XTII of the California Constitution and C1lapter 14XXXX of the California Statutes of 2009 (Assembly Bill No. ] 5), 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 abencies during the State's 2009-10 fiscal year (the "Reimbursement Payments"), which reductions have been authorized pursuant to Sections L00.05 and 100.06 of the California Revenue and Taxation Code; WHEREAS, the City of Petaluma, a local agency within the meaning of Section 6585(1) 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 lA receivable", as defined in Section 6585(8) of the California Government Code (the "Proposition IA Receivable"), namely, the right to payment old 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 workii8 capital; WHEREAS, the Seller is authorized to sell or otherwise dispose of its property as the interests of its residents require; WI-IEREAS, the California Statewide Communities Development Authority, a joint exercise of powers authority organised 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 1 A Receivable; WHEREAS, the Purchaser desires to purchase the Proposition lA Receivable and the Seller desires to sell the Proposition lA Receivable p~irsuant to a purchase and sale agreement by and between the Seller and the Purchaser in the form presented to this City Council (die "Sale Agreement") for the purposes set forth herein; WHEREAS, in order to finance the purchase price of the Proposition 1 A Receivable from the Seller and the purchase price of other Proposition 1 A Receivables from other local .abencies, 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 Resolution No. 2009-175 N.C.S. Page t from the proceeds of the Seller's Proposition I A Receivable and other .Proposition 1 A 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 plrr-suant to the Sale Agreement shall be treated as an absolute sale and transfer of the property so transferred aid not as a pledge or grant of a security interest by City of Petaluma 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 fiu-ther act, (iii) the provisions of Division 9 (commencing with Section 9]01) of the California Commercial Code and Sections 9S4.S to 9SS.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 IA Receivable sold to the Purchaser and the Proposition lA Receivable will thereafter be owned, received, held and disbursed only by the Purchaser or a trustee or agent appointed by the Purchaser; WH>/R>/AS, the Seller acknowledges that the Purchaser will grant a security interest in the Proposition lA Receivable to the Trustee and any credit enhancer to secure payment of the Bonds; WHIJREAS, 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 1 A Receivable; WHEREAS, the Seller will use the proceeds received fi-om the sale of the Proposition lA Receivable for any lawful purpose as permitted under the applicable laws of the State; NOW THEREFORE, the City Council of the City of Petaluma 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 determines. Section 2. The Seller hereby authorizes the sale of the Proposition 1 A Receivable to the Purchaser for a price equal to the amount certified as the Initial AmOLnlt (as defined in the Sale Agreement) by the County 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 Appendix A of this Resolution, attached hereto and b_v 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 "lrrevocable Written Instruction") notifying the State of the sale of the Proposition I A Receivable and instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the Proposition I A Receivable to the Trustee, on behalf of the Purchaser, which Irrevocable Written Instruction shall be in the form presented at this meetin~~. Resolution No. 2009-175 N.C.S. Page 2 Section 4. The Authorized Officers and such other Seller oPlicers, as appropriate, are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and al] documents, .including but not limited to, if required, appropriate escrow instructions relating to the delivery into escrow of executed docrnnents prior to the closing of the Bonds, and such other documents mentioned in the Sale Agreement or the Indenhu-e, 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 Resolutio~l; 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 Resohttion, whether before or after the sale of the Proposition 1 A 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 fiu-ther authorization by this City Council, and each Authorized Ofticer 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 City Council acknowledges that, upon execution and delivery of the Sale Agreement, the Seller is contractually obligated to sell the Proposition lA .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. Resolution No. 2009-175 N.C.S. Page 3 approval. Section 7. This Resolution shall take effect from and after its adoption and PAS~ED AND ADOPTED by the City Council of the City of Petaluma, State of California, this 19t day of October , 2009, by the following vote: AYES: Glass, Hams, Healy, Rabbitt, Renee, Mayor Torliatt NOES: None ABSENT: Vice Mayor Barrett Attest: 4~ City Clerl< Approved as to form SELLER'S CO EL By Dated: r ~~ ~~ 7 Resolution No. 2001-175 N.C.S. Page 4 APPENDIX A CITY OF PETALUMA Authorized Officers: Tames Haas, Interim Finance Director Kate Lloyd, Finance Manager Sue Simmons, Commercial Services Manager any designee of any of them, as appointed in a written certi irate o{~ such Authorized Officer delivered to the Trustee. Kcsolution No. 2009-175 N.C.S. Page 5