Reso 1331-10/2009RESOLUTION NO. 1331
OF THE
VALLECITQS WEITERDISCT
A RESOLUTION APPROVING THE FORM OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT
AND RELATED DOCUMENTS WITI3 RESPECT TO TFIE SALE OF THE
SELLER'S PROPOSITION lA RECEIVABLE FROM THE STATE; AND
DIRECTING AND AUTHORIZING CERTAIN OTHER ACTIONS 1N
CONNECTION THEREWITH
WFIEREAS, pursuant to Section 25.5 of Article XIII of the California Constitution acid
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 hme 30, 2013, as reimbm~sement for
reductions in the percentage of the total amom~t of ad valorem property tax revenues allocated to
such. local agencies during the State's 2009-10 fiscal year (the "Reimbursement Pa}nnents"),
which. reductions have been authorized pursuant to Sections 100.05 and 100.06 of the California
Revenue and Taxation Code;
WHEREAS, the Valleeitos Water Distict, a local agency within the meaning of Section
6585(f) 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(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 fiord 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 pm~chase the Proposition lA Receivable;
WHEREAS, the Purchaser desires to purchase the Proposition lA 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 pm~chase price of the Proposition lA Receivable from
the Seller and the purchase price of other Proposition lA 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 Banlc, National Association, as trustee (the "Trustee"), which Bonds will be payable solely
from the proceeds of the Seller's Proposition lA Receivable and other Proposition lA
Receivables sold to the Purchaser by local agencies in connection with the issuance of the
Bonds;
WHEREAS, the Seller actcnowtedges that (i) atry transfer of its Prroposifion lA
Receivable to the Purchaser ptusuant to the Sale Agreement shall be heated as an absolute sale
and transfer of the property so transferred and not as a pledge or grant of a sectu-ity interest by
Vallecrtos Water "District to secure a borrowing, (ii) any such sale of its Proposition lA
Receivable to the Ptn'chaser shall automatically be perfected without the need for physical
delivery, recordation, filing or fm-ther act, (iii) the provisions of Division 9 (commencing with
Section 9101) of the California Conunercial Code and Sections 954.5 to 955.1 of the California
Civil Code, inclusive, shall not apply to the sale of its Proposition lA 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 lA Receivable will thereafter be owned,
received, held and disbursed only by the Purchaser or a trustee or agent appointed. by the
Purchaser;
WI3EREAS, the Seller aclmowledges that the Purchaser will grant a security urterest in
the Proposition lA Receivable to the Trustee and tury credit enhancer to sectu•e 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 BoagdG of,Driectiirs of the Uallecrtos Water~D}stnef 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 lA Receivable
to the Purchaser for a price equal to the amount certified as the hiitial Amount (as defined in the
Sale Agreement) by the County auditor pursuant to the Act. The form of Sale Agreement
presented to the Board;' of Diectos 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 Offtcer is hereby authorized and directed. to send, or
to cause to be sent, an irrevocable written instruction to the State Conholler (the "hrevocable
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 lA Receivable to flee Trustee, on behalf of the Purchaser, which Irrevocable Written
Instuction shall be in the form presented at this meeting.
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 cant' 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 lA 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 Boud of 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 or amendments, and to take any such action that such
Authorized Officer may deem necessary or desirable to fro-ther the proposes of this Resolution.
Section 6. The Hoardz of ~~Dmectors aelaiowledges that, upon execution and
delivery of the Sale Agreement, the Seller is contacttially obligated to sell the Proposition lA
Receivable to the Purchaser pursuant to the Sale Agreement and the Seller shall not have any
option to revolve its approval of the Sale Agreement or to determine not to perform its obligations
therermider.
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Section 7. This Resolution shall take effect from and after its adoption and
approval.
PASSED AND ADOPTED by the Board of Du~ectors of the Uallecitos :Water
D~s£uct, State of California, this 21st day of October , 2009, by the following vote:
AYES: FERGUSON, GENTRY, SHELL, HANNAH
NOES:
ABSENT: POLTL
Trish Hannan President
Attest:
~,~y.-' ~--~'.,
SECretar'Y [dilliam id. Rucker
Approved as to form
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SELLER'S COUNSEL
APPENDIX A
VALsTsECITOS WAT~ERDISTRICT
,~~-, ts~u,.
Authorized Officers: William W. Ri~clfnr, General Manager
Demis 0. Lamb, Deputy; GeneraLManager
any designee of any of them; as appointed in a written certificate of
such Authorized Officer delivered to the Trustee.
EXHIBIT Cl
CLERI{'S CERTIFICATE
CERTIFICATE OF THE
SECRE" ARY OF
VALLEC[TO5'WATEI< DISTRICT, CALIFORNIA
Dated: Pricing Date
The undersigned Secretary of the Uallecitos Water D'is'trict (the "Seller"), a local agency
of the State of California within the mewing of Section 6555(f) of the California Government
Code, does hereby certify that the foregoing is a full, true and correct copy of Resolution No.
1331 duly adopted at a regular meeting of the Board of Directors of said Seller du]y
and legally held at the regular meeting place thereof at the 21st day of October
?009, of which meeting all of the members of said Board of `Directors had due notice and at
which a quorum was present and acting throughout, and that at said meeting said resolution. was
adopted by the following vote:
AYES: FERGUSON, GENTRY, SHELL, HANNAH
NOES:
ABSENT: POLTL
ABSTAIN:
I do hereby further certify that 1 have carefully compared the same with the original
minutes of said meeting on file and of record in my office and that said resolution is a full, true
and cort•ect copy of the original resolution adopted at said meeting and entered in said minutes
and that said resolution has not been amended, modified or rescinded since the date of its
adoption and the sazne is now in full force and effect.
I do hereby further certify that an agenda of said meeting was posted at least 72 hours
before said meeting at a location in the City of San Marcos, California fi•eely accessible to
members of the public; and a brief general desct•iption of said resolution appeared on said
agenda.
Capitalized terms used but not defined herein shall have the meanings given to such
terms in the Purchase and Sale Ab-eement, dated as oPNoveniber I, ?009; between the Seller
and the California Statewide Communities Development Authority.
WITNESS by my hand as of the Pricing Date.
By:
Secretary of the Uallecitos Water District;
California
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