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Home My Public Portal About20091028 - Resolution - Board of Directors (BOD) Cover Sheet for Scanning by ECS Originatinst Department General Manager Laserfiche Template Board of Directors Template Fields Document Date: 10/28/2009 Document Type: Resolution Preserve Name: Keywords(no more than 4): Proposition IA Securitization Project Name: Project Number: Vendor or Other Party: Name (First): Name (Last): Address: APN Number: Document No. 09-29 Additional Field: Additional Field: Additional Field: Additional Field: RESOLUTIONNO. BOARD OF DIRECTORS OF THE MIDPENINSULA REGIONAL OPEN SPACE DISTRICT A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE � EXECUTION AND DELIVERY OP & 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 VVH5HL[l/\S, pursuant to Section 25.5 of Article }{lll of the California Constitution and Chapter 14XXX}{ of the California Statutes o[ 20O9 (Assembly 8i|| No. 15), as amended (the `^&ct"l, oc�uin |noo| u��ncicu within the �tu�c o�<�u|i{brniu (the ^^��uVc``) are cnd1|cd to receive � ' ` ' � certain payments to be made by the State on or bcfbor 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 Statc^m 2009-10 fimcm| year (the "Reimbursement Payments"), which reductions have been authorized pursuant to Sections 100.05ond \0O.Ohof the California � Revenue and Taxation Code; � VY8EQEA8` the N4 a local agency within the � meaning of Section 6585(flo�thc [a|ifbrnin (]ov�rnnm�n� Cod� (�h� '^�c||c�`L is to and � ` ' ` . �U has determined to sn|| all right, title and interest of the Sc||cr in and to its "Proposition |/\ rco6vmb|c", uadefined in Section 6505(g) of the California Government Code (the "Proposition \& Receivable"), namely, the right to payment of moneys due or no become due to the Seller pursuant to Section 25.5(a)(1)([B)(iii) of Article X|ll of the California Constitution and Bcodon |O0.06n[the California Revenue and Taxation Code, io order boobtain money to fund public capital improvements orworking capital; WHEREAS, the 8c||cr is authorized to mc|| or otherwise dispose of its property as the � interests of its residents require; WHEREAS, the California Statewide Connnnunhica Development Authority, u joint � exercise of powers authority organized and existing under the |ovvs of the State (the "Purchaser"), has been authorized pursuant to Section 6588(x) of the California Government � Code topurchase the Proposition \/tReceivable; VV}lEDE/\B, the Purchaser desires to purchase the Proposition }/\ Receivable and the Seller desires to mc|| the Proposition }A Receivable pursuant to apuoubouc and ua1c ageement by � and between the Seller and the Purchaser in the Onmm presented to this (the ^^So|c Agreement") for the purposes set forth herein; | � WHEREAS, in order to finance the purchase price nf the Proposition |& Receivable hromn the Seller and the purchase price o[other Proposition I Receivables from other local agencies, the Purchaser will issue its bonds (the "Bonds") pursuant to Section 6540 of the California Government Code and on Indenture (the "Indenture"), by and between the Purchaser and VVr||s Fargo Bank, National Association, us trustee (the `^Truatec"), which Bonds will bc payable solely from the proceeds of the Seller's Proposition IA Receivable and other Proposition IA 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 IA 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 Mid to secure a borrowing, (ii) any such sale of its Proposition I A Receivable to the Purchaser shall automatically be perfected without the need for p Y physical delivery, recordation, tiling 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 IA Receivable and iv after such transfer, the Seller shall have no right, title, or interest in or to the ( ) g Proposition IA 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 acknowledges that the Purchaser will grant a security interest in the Proposition 1 A 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 I A Receivable; WHEREAS, the Seller will use the proceeds received from the sale of the Proposition IA Receivable for any lawful purpose as permitted under the applicable laws of the State; NOW THEREFORE, the Bgard00J '`"`ci' of the M-ff�aik Di'sfrict hereby resolves as follows: Section 1. All of the recitals set forth above are true and correct, and this Board of Directors hereby so finds and determines. Section 2. The Seller hereby authorizes the sale of the Proposition I A Receivable to the Purchaser for a price equal to the amount certified as the Initial Amount (as defined in the Sale Agreement) b the Count auditor pursuant to the Act. The form of Sale Agreement g y y presented to the Boar r.o I irectdrs 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 IA 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 meeting. 2 � �� u�od�d �(�orm �� c o�� cU�r as� = - officers, appropriate, are hereby authorized and directed,jointly and severally, todoany and all things and toexecute and deliver any and all documents, including but not limited to, if required, appropriate eoocovv instructions relating to the delivery into escrow of executed documents prior to the closing of the | Bunda, and such other documents mentioned in the 8u|e 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 toand comply with the terms and intent ofthis 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 mu|c of the Proposition |/\ Receivable or the ixuu000e of the Bonds, including without � limitation any of the foregoing that may hc necessary or desirable in connection with any default under or unnendnncot of such documents, may be given or taken by an Authorized Officer without further authorization by this B ar&6f, Directors, 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 oramendments, 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 0,61 acknowledges that, upon execution and delivery of the 8a|c Agreement, the Sc|\cr is contractually obligated to oo|| the Proposition l}\ Receivable to the Purchaser pursuant 1nthe 9a|* Agreement and the Seller shall not have any � option to revoke its approval of the Su|c Agreement Vcto 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 Board of Directors of the Midpeninsula Regional Open Space District, State of California, this 287t6 day of OC-66Q- , 2009, by the following vote: AYES: FRAt 51twu.v's{ MO'V Dav� Uad Cyr) C'A.t— RHHLp ) Nov,-Aq- +6,,ko I_-," ir0.S�t� � CRmilV }}0.r1nS NOES: No /vim. / ABSENT: ►yot� President Attest: va&A- -D V10 District Clerk Approved as to form SELLER'S COUNSEL By O y Dated: p 4 APPENDIX A Authorized Officers: iir`,Aba�a , teal .` ; er due�*ireattnaan> renera'I'C`autt ` l Michael. Foster, Controller any designee of any of them, as appointed in a written certificate of such Authorized Officer delivered to the Trustee.