Resolution 13819CITY OF ALAMEDA RESOLUTION NO. 13 819
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 VEHICLE LICENSE FEE RECEIVABLE FROM THE STATE;
AND DIRECTING AND ' AUTHORIZING CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, certain public agencies ' within the State of California (the "State ") are
entitled to receive certain payments payable by the State to each such local agency on or before
August 15, 2006, in connection with vehicle license fees pursuant to Section 10754.11 of the
California Revenue and Taxation Code ( "VLF Gap Repayments");
WHEREAS, the City of Alameda (the "Seller ") is entitled to and has determined to sell
all right, title and interest of the Seller in and to the "VLF Receivable ", as defined in Section
6585(i) of the California Government Code (the "VLF Receivable "), namely, the right to
payment of moneys due or to become due to the Seller out of funds payable in connection with
vehicle license fees to a local agency pursuant to Section 10754.11 of the California Revenue
and Taxation Code;
WHEREAS, the California Statewide Communities Development Authority, a joint
exercise of powers authority organized and existing under the laws of the State (the "Authority"),
has been authorized pursuant to Section 6588(w) of the California Government Code to purchase
the VLF Receivable;
WHEREAS, the Authority desires to purchase the VLF Receivable and the Seller desires
to sell the VLF Receivable pursuant to a purchase and sale agreement by and between the Seller
and the Authority 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 VLF Receivable from the Seller
and the purchase price of other VLF Receivables from other local agencies, the Authority will
issue its taxable and tax - exempt notes (the "Notes ") pursuant to Section 6590 of the California
Government Code and an Indenture (the "Indenture "), by and between the Authority and Wells
Fargo Bank, National Association, as trustee (the "Trustee "), which Notes will be payable solely
from the proceeds of the VLF Receivable and such other VLF Receivables;
WHEREAS, the Seller acknowledges that the Authority will grant a security interest in
the VLF Receivable to the Trustee and any credit enhancer to secure payment of the Notes, and
WHEREAS, a portion of the proceeds of the ` Notes will be used by the Authority to,
among other things, pay the purchase price of the VLF Receivable;
WHEREAS,; the Seller will use the proceeds received from the sale of the VLF
Receivable for any, lawful purpose as permitted under the applicable laws of the State
NOW THEREFORE, the City Council of the City of Alameda 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 VLF Receivable to the
Authority for a price no less than the Minimum Purchase Price set forth in Appendix A. The
form of Sale Agreement presented to the City Council is hereby approved. An Authorized
Officer (as set forth in Appendix A) is hereby authorized and directed to execute and deliver the
Sale Agreement on behalf of the Seller, which shall be in substantially the form presented to this
meeting, with such changes therein, deletions therefrom and additions thereto, as such
Authorized Officer shall approve, which approval shall be conclusively evidenced by the
execution and delivery of the Sale Agreement.
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 notifying the State of
the sale of the VLF Receivable and instructing the disbursement pursuant to Section 6588.5(c) of
California Government Code of the VLF Receivable to the Trustee, on behalf of the Authority.
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 one or more tax certificates, if
required, appropriate escrow instructions relating to the delivery into escrow of executed
documents prior to the closing of the Notes, 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 VLF Receivable or the issuance of the Notes, 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 City Council, 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 City Council acknowledges that, upon execution and delivery of
the Sale Agreement, the Seller is contractually obligated to sell the VLF Receivable to the
Authority 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.
approval.
Section 7. This Resolution shall take effect from and after its adoption and
Minimum Purchase
Price:
Authorized Officers:
APPENDIX A
CITY OF ALAMEDA
An amount equal to or greater than $1,148,000.00 (the "Minimum
Purchase Price ").
Acting City Manager
Assistant City Manager
Chief Financial Officer
any designee of any of them, as appointed in a written certificate of
such Authorized Officer delivered to the Trustee.
I, the undersigned, hereby certify that the foregoing Resolution was duly and regularly
adopted and passed by the Council of the City of Alameda in the regular meeting of the City
Council on the 15th day of February, 2005, by the following vote to wit
AYES: Councilmembers Daysog, deHaan, Gilmore, Matarrese
and Mayor Johnson — 5.
NOES: None.
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of said City
this 16th day of February, 2005.
Lara Weisiger, Ci
City of Alameda