HomeMy WebLinkAbout2005 066 CC RESO2005 066 CC RESO HÄ—@¸— ™ ÁÍ«RESOLUTION NO. 2005-066
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF BALDWIN PARK 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
THE CITY COUNCIL OF THE CITY OF BALDWIN PARK DOES HEREBY
FIND, DETERMINES AND DECLARES AS FOLLOWS:
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 Baldwin Park 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;
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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 BALDWIN PARK
DOES HEREBY RESOLVE 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 of 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
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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.
SECTION 7. This Resolution shall take effect from and after its adoption and
approval.
PASSED AND APPROVED this 6th day of I 05.
ATTEST:
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF BALDWIN PARK
ss.
I, ROSEMARY M. RAMIREZ, Chief Deputy City Clerk of the City of Baldwin
Park, do hereby certify that the foregoing Resolution was duly and regularly approved
and adopted by the City Council of the City of Baldwin Park at a regular meeting
thereof held on the 6th day of July, 2005 by the following vote:
AYES: COUNCILMEMBERS: Marten Garcia, David J. Olivas, Bill
Van Cleave, Mayor Pro Tern Ricardo
Pacheco and Mayor Manuel Lozano
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
ABSTAIN: COUNQ04EM SRS: NONE
ROSEMARY 9I,-R1 MIR€ CMC
CHIEF DEPUTY CITY CLERK
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