HomeMy WebLinkAbout2009/10/20 Item 8
CITY COUNCIL
AGENDA STATEMENT
~\~ CllY OF
· - (HULA VISTA
OCTOBER 20,2009, Item 8
ITEM TITLE:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF CHULA VISTA 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 PROPOSITION IA RECEIVABLE FROM THE
STATE; AND DIRECTING AND AUTHORIZING CERTAIN
OTHER ACTIONS IN CONNECTION THEREWITH
REVIEWED BY:
DIRECTOR OF FINANCE/TREASURE~~
CITY MANAGEu 1th-
ASSISTANT CIT~'JAGER ~
4/STHS VOTE: YES D NO I X I
SUBMITTED BY:
SUMMARY
On July 28, 2009, Governor Arnold Schwarzenegger signed the 2009-2010 California State
Budget, pursuant to which cities, counties, and special districts will be required to lend property
tax revenues to the State, with the promise ofrepayment in three years.
As part of the Budget package, local governments have the opportunity to receive the monies
being borrowed by the State upfront through a securitization tinancing oUered by California
Communities, a joint powers authority sponsored by the League of California Cities and
California State Association of Counties. California Communities will issue bonds securitizing
the future payments by the State and remit the proceeds of the bonds to the local governments
who opt to participate in the securitization. The State will then repay the bondholders, to payoff
the outstanding bonds including interest costs. All costs of the bond issuance will be paid by the
State resulting in no costs to the City
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October 20, 2009, Item~
ENVIRONMENTAL REVIEW
The Envirorunental Review Coordinator has reviewed the proposed activity for compliance with the
California Envirorunental Quality Act (CEQA) and has determined that granting authorization to
participate in the bond issuance is not a "Project" as defined under Section 15378 of the State
CEQA Guidelines because it will not result in a physical change to the envirorunent; therefore,
pursuant to Section 15060(c)(3) of the State CEQA Guidelines the actions proposed are not subject
to CEQA.
RECOMMENDA nON
Council approves the resolution.
BOARDS/COMMISSION RECOMMENDA nON
Not Applicable
DISCUSSION
The City of Chula Vista has reduced its General Fund operating budget by more than $37
million; from $170.1 million in FY 2006-07 to an adopted balanced budget in FY 2009-10 of
$132.8 million. The budget cuts have been substantial and have included layoffs, expenditure
cuts in every City Department and an overall reduction in City staffing levels from 1,263.75 to
1,005 employees. In addition to the budgetary cuts, there has been a hiring freeze and
administrative freeze imposed by the City Manager on non-essential spending in the two
previous fiscal years in an effort to preserVe the City's General Fund reserve level.
Unfortunately, the State has been unable to structurally balance its budget and is again taking
local revenues.
The State passed legislation on July 24, 2009 to borrow 8% of Prop IA property tax revenues
and take Redevelopment Agency tax increment revenues in order to balance their budget. The
impacts to the City of Chula Vista in fiscal year 2009-10 total $8.5 million composed of $4.3
million of property tax revenue and $4.2 million of Redevelopment Agency tax increment
revenue.
$
27,557,313
19,001,820
7,423,698
53,982,831
8%
4,318,626
Property Tax
Property Tax In-Lieu of VLF
Pro ert Tax In-Lieu of Sales Tax
Total
Multiplied by 8 Percent
Estimated Prop 1A Borrowing
$
The subject of this staff report is to address mitigating the impacts of the State's Prop IA
borrowing by participating in the California Communities Prop IA securitization that will
provide the City with 100% of the borrowed funds with no additional costs incurred as a result of
the bond issuance. The State will pay for all costs of issuance as written in to the Prop IA
enabling legislation. Mitigating the impacts to the RDA will be brought forward for
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October 20, 2009, Item~
consideration when all options are known and available as discussed in the Council Information
Item dated August 6, 2009.
DECISION MAKER CONFLICT
Staff has reviewed the decision contemplated by this action and has deternlined that it is not site
specific and consequently the 500 foot rule found in California Code of Regulations section
18704.2(a)(I) is not applicable to this decision.
CURRENT YEAR FISCAL IMPACT
There is no fiscal impact to the General Fund by participating in the secuntIzation program
offered through California Communities. The State will pay for all costs of issuance as written
in to the Prop IA enabling legislation. By participating in the program, the City can avoid
impacting the General Fund reserves by $4.3 million in the current fiscal year and/or avoid
additional service impacts.
Mitigating the impacts to the RDA will be brought forward for consideration when all options
are known and available as discussed in the Council Information Item dated August 6, 2009.
ONGOING FISCAL IMPACT
There is no anticipated ongoing tlscal impact by approving this action.
ATTACHMENTS
1. Resolution
2. Purchase Agreement
3. CA Communities Prop IA Securitization FAQ
4. Proposition IA Facts from Michael Coleman
5. August 6, 2009 Council Information Item
Prepared by: Phillip Dcrvis, Assistant Director of Finance. Finance Department
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RESOLUTION NO.
ctty'col1NCm
-- -,(YifTHE _. .,
c:;I1;Y:.QII mIl'J.'eAYf$'tA
A RESOLUTION APPROVING THE FOR.c'v1 OF AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A PURCHASE AND SALE AGREEMENT
AND RELATED DOCU1'vIENTS WITH RESPECT TO THE SALE OF THE
SELLER'S PROPOSITION lA RECEIVABLE FROM THE STATE; AND
DIRECTING AND AUTHORIZ[NG CERTAIN OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, pursuant to Section 25.5 of Article XIII of the California Constitution and
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 Statc on or before June 30, 20[3, as reimbursement for
reductions in the percentage of the total amount of ad valorem property tax revenues allocated to
such local agencies during the State's 2009-10 fiscal year (the "Reimbursement Payments"),
which reductions have been authorized pursuant to Sections [00,05 and 100.06 of the California
Revenue and Taxation Code;
,"""'" ,.''':'"'''" ". C",','""
WHEREAS, the gityj;r2I:,gill!.[,~"!iY;!~ta, 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 IA receivable", as defined in
Section 6585(g) of the California Government Code (the "Proposition 1 A Receivable"), namely,
the right to payment of moneys due or to become due to the Seller pursuant to Section
25.5(a)(I)(B)(iii) of Article Xl!! 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 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 Jomt
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 purchase the Proposition I A Receivable;
WHEREAS, the Purchaser desires to purchase the Proposition I A 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 City Council (the "Sale
Agreement") tor the purposes set forth herein;
\VHEREAS, in order to finance the purchase price of the Proposition lA Receivable from
the Seller and the purchase price of other Proposition IA 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 Bank, National Association, as trustee (the 'Trustee"), which Bonds will be payable solely
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from the proceeds of the Seller's Proposition IA Receivable and other Proposition IA
Receivables sold to the Purehaser by local agencies in connection with the issuance of the
Bonds;
WHEREAS, the Seller acknowledges that (i) any transfer of its Proposition lA
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
r . . . . " " . ., .,. ," ' , ., ., ,. : . " . , .. .." m: ':' " I ~ -; ; ,
,gil)'jJ.f',9!ill~"Yj,~~ 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 physical delivery,
recordation, filing 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 lA Receivable, and (iv) after such
transfer, the Seller shall have no right, title, or interest in or to the Proposition 1 A 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 IA 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 IA 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 <::lty!Gijllli.6il of the~iiYo(~Chtila'Vistii hereby resolves as
follows:
Section 1. All of the recitals set forth above are true and correct, and this City
:~9Jrt6iI hereby so finds and determ ines.
Section 2. The Seller hereby authorizes the sale of the Proposition IA Receivable
to the Purchaser for a price equal to the amount certified as the Initial Amount (as defined in the
Sale Agreement) by the County auditor pursuant to the Act. The form of Sale Agreement
presented to the 'Gil)"I~Qul:i.~il 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 lA Receivable and
instructing the disbursement pursuant to Section 6588.6(c) of California Government Code of the
Proposition IA Receivable to the Trustee, on behalf ofthe Purchaser, which Irrevocable Written
Instruction shall be in the form presented at this meeting.
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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 carry out, give effect to and comply with the ternlS 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 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 defactlt
under or amendment of such documents, may be given or taken by an Authorized Officer
without further authorization by this ;(?~ty.',Cb'G';(cil 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~!tY:':Q;;iTh.~.n acknowledges that, upon execution and delivery of
the Sale Agreement, the Seller is contractually obligated to sell the Proposition IA 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.
3
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Section 7. This Resolution shall take effect from and after its adoption and
approval.
PASSED AND ADOPTED by the .City'.CoilnciT of the :City ofChtifa Vista, State
of Cali fornia, this day of ,2009, by the following vote:
AYES:
NOES:
ABSENT:
Mayor
Attest:
,City <:;lerk
Approved as to form:
SELLER'S COUNSEL
B~//./ Vtrc.7(.j
Dated:
10-1").0f'
4
8-7
Authorized Oflicers:
APPENDIX A
~JTY"()f~I:DJfdAYt$TA
'-1'.",_--:--.-/:'"" .~ " ~:- "':_" -: ..~. ....,.. '-'." .,~"
JamesSaridoVal, CitY Mimacrer
""," ..,.~,."-"..,,,,._,,._,..__.... ..,. ,~.__.._.._.,,,.. "._b.~",
~[a;:[(rS~Ih~Cf9oria;;, pir,estQI'b(F i.~~i1'C~
any designee of any of them, as appointed in a written certificate of
such Authorized Officer delivered to the Trustee"
8-8
THE A TT ACHED AGREEl\IIENT HAS BEEN REVIEWED
AND APPROVED AS TO FORlYI BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALL Y SIGNED UPON APPROVAL BY
THE CITY COUNCIL
~- ~---
~ D f./v7 '1
Bart' . Mlesfeld
City Attorney
Dated: /0 - 1'5 - Cr
PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF CHULA VISTA AND
CALIFORJ.'\l1A STATEWIDE COM1\1UNITIES
DEVELOPMENT AUTHORITY FOR
PROPOSITION lA RECEIVABLE FROM THE STATE
8-9
.....--.--."':"..........-......_~--~
.mW@E.9HOE'MY1S,~, CALIFORNIA,
as Seller
and
CALTFORL'ITA STATEWIDE COlvlMUNITIES
DEVELOPMENT AUTHORITY,
as Purchaser
PURCHASE AND SALE AGREEMENT
Dated as of November 1,2009
E-I
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T ABLE OF CONTENTS
Page
DEFINITIONS AND INTERPRETA TION ...................................................................... 2
AGREEMENT TO SELL AND PURCHASE; CONDITIONS PRECEDENT ................ 2
PURCHASE PRICE, CONVEYANCE OF PROPOSITION IA RECEIVABLE
AND PAYMENT OF PURCHASE PRICE ...................................................................... 3
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER .......................... 4
5. REPRESENTATIONS Ai\T[) WARRANTIES OF THE SELLER................................... 5
6. COVENANTS OF THE SELLER..................................................................................... 7
7. THE PURCHASER'S ACKNOWLEDGMENT...............................................................9
8. NOTICES OF BREACH ................................................................................................... 9
9. LIABILITY OF SELLER; INDEMNIFICATION ............................................................ 9
10. LIMITATION ON LIABILITY ......................................................................................10
II. THE SELLER' S ACKNOWLEDGMENT...................................................................... 10
12. NOTICES......... ........ ................ .................. ........ ..... .............. ... ......... .... ......... ... ...... .... ..... 10
13. fuvIENDMENTS ............. .......... ....... ...... ............... ...... ... .... ....... ......... ........... ......... ......... 10
14. SUCCESSORS AND ASSIGNS .....................................................................................10
15. THIRD PARTY RIGHTS ................................................................................................ II
16. PARTIAL INVALIDITY ................................................................................................ II
17. COUNTERPARTS .......................................................................................................... II
18. ENTIRE AGREEMENT.................................................................................................. II
19. GOVERNING LA W........................................................................................................ 12
EXHIBIT A - DEFINITIONS...................................................................................................A.I
EXHIBIT B I - OPINION OF SELLER'S COUNSEL......................................................... B 1.1
EXHIBIT B2 - BRINGDOWN OPINION OF SELLER'S COUNSEL............................... B2.1
EXHIBIT CI - CLERK'S CERTIFICATE............................................................................. CI.I
EXHIBIT C2 - SELLER CERTIFICATE............................................................................... C2.1
EXHIBIT C3 -BILL OF SALE AND BRlNGDOWN CERTIFICATE................................C3.1
EXHIBIT D - IRREVOCABLE INSTRUCTIONS TO CONTROLLER................................D.I
EXHIBIT E - ESCROW INSTRUCTION LETTER................................................................ E.I
1.
2.
,
~.
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT, dated as of November I, 2009
(this "Agreement"), is entered into by and between:
(1) &sIT,yKOr;~!BHtJ[)'A:ili!S;F~, a local agency of the State ofCalifol11ia within
the meaning of Section 6585(f) ofthe California Government Code (the "Seller"); and
(2) CALlFORt"llA. STATEWIDE COMMUNITIES DEVELOP1vlENT
AUTHORITY, a joint exercise of powers authority organized and existing under the laws of the
State of Califomia (the "Purchaser").
RECITALS
A. Pursuant to Section 25.5 of Article XIII of the Califol11ia Constitution and
Section 100.06 of the California Revenue and Taxation Code, local agencies within the meaning
of Section 6585(f) of the California Government Code are entitled to receive certain payments to
be made by the State of Califol11ia (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 agencies during the State's 2009-10 fiscal year, which reductions have been
authorized pursuant to Sections 100.05 and 100.06 ofthe California Revenue and Taxation Code.
B. The Seller is the owner of the Proposition IA Receivable (as defined
below) and is entitled to and has determined to sell all right, title and interest in and to the
Proposition 1 A receivable, namely, the right to payment of moneys due or to become due to the
Seller pursuant to Section 25.5(a)(I)(B)(iii) of Article XIII of the Califol11ia Constitution and
Section 100.06 of the California Revenue and Taxation Code, in order to obtain money to fund
any lawful purpose as permitted under the applicable laws of the State.
C. The Seller is authorized to sell or otherwise dispose of its property as the
interests of its residents require.
D. The Purchaser, a joint exercise of powers authority organized and existing
under the laws of the State, has been authorized pursuant to Section 6588(x) of the California
Govel11ment Code to purchase the Proposition lA Receivable.
E. The Seller is willing to sell, and the Purchaser is willing to purchase, the
Proposition lA Receivable upon the terms specified in this Agreement.
F. Pursuant to its Proposition IA Receivable Financing Program (the
"Program"), the Purchaser will issue its bonds (the "Bonds") pursuant to an Indenture (the
"Indenture"), between the Purchaser and \Vells Fargo Bank, National Association, as trustee (the
"Trustee"). and will use a portion of the proceeds thereof to purchase the Proposition IA
Receivable from the Seller.
G. The Purchaser will grant a security interest in such Proposition IA
Receivable to the Trustee and each Credit Enhancer to secure the Bonds.
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AGREEMENT
NOW, THEREFORE, in consideration of the above Recitals and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
1. Definitions and Interpretation.
(a) For all purposes of this Agreement, except as otherwise expressly provided
herein or unless the context otherwise requires, capitalized tern1S not otherwise defined herein
shall have the meanings ascribed to such terms in Exhibit A attached hereto and which is
incorporated by reference herein.
(b) The words "hereof," "herein," "hereunder" and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular
provision of this Agreement; section and exhibits references contained in this Agreement are
references to sections and exhibits in or to this Agreement unless otherwise specified; and the
term "including" shall mean "including without limitation."
(c) Any agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement, instrument or
statute as from time to time may be amended, modified or supplemented and includes (in the
case of agreements or instruments) references to all attachments and exhibits thereto and
instruments incorporated therein; and any references to a Person are also to its permitted
successors and assigns.
2. Agreement to Sell and Purchase: Conditions Precedent.
(a) The Seller agrees to sell, and the Purchaser agrees to purchase, on the Closing
Date, for an amount equal to the Purchase Price, all right, title and interest of the Seller in and to
the "Proposition IA receivable" as defined in Section 6585(g) of the California Government
Code (the "Proposition IA 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. The Purchase
Price shall be paid by the Purchaser to the Seller in two equal cash installment payments, without
interest (each, an "Installment Payment" and, collectively, the "Installment Payments"), on
January 15, 2010, and May 3, 2010 (each a "Payment Date" and, collectively, the "Payment
Dates"). The Purchaser shall pay the Purchase Price by wire transfer pursuant to wire
instructions provided by the Seller to the Trustee bye-mail to john.deleray@wellsfargo.com or
by facsimile to 213-614-3355, Attention: John Deleray. Ifwire instructions are not provided to
the Trustee (or if such wire instructions are invalid) payment will be made by check mailed to
the Seller's Principal Place of Business.
(b) The performance by the Purchaser of its obligations hereunder shall be
conditioned upon:
(i) Transaction Counsel receiving on or before the date the Bonds are sold
(the "Pricing Date"), to be held in escrow until the Closing Date and then
delivered to the Purchaser on the Closing Date, the following documents
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duly executed by the Seller or its counsel, as applicable: (I) an opinion of
counsel to the Seller dated the Pricing Date in substantially the form
attached hereto as Exhibit B I, (2) certificates dated the Pricing Date in
substantially the forms attached hereto as Exhibit C I and Exhibit C2,
(3) ilTevocable instructions to the Controller dated as of the Closing Date
in substantially the form attached hereto as Exhibit 0, (4) this Agreement,
(5) a certified copy of the resolution of the Seller's 9ffi7i'];oiiffci! approving
this Agreement, the transactions contemplated hereby and the documents
attached hereto as exhibits, and (6) an escrow instruction letter in
substantially the form attached hereto as Exhibit E;
(ii) Transaction Counsel receiving on or before the Pricing Date, (1) a
bringdown opinion of counsel to the Seller dated as of the Closing Date in
substantially the form attached hereto as Exhibit B2. and (2) a bill of sale
and bringdown certificate of the Seller (the "Bill of Sale") in substantially
the form attached hereto as Exhibit C3: provided that the Purchaser may
waive, in its sole discretion, the requirements of Section 2(b)(ii)(1);
(iii) the Purchaser issuing Bonds in an amount which will be sufficient to pay
the Purchase Price; and
(iv) the receipt by the Purchaser of a certification of the County Auditor
confirming the Initial Amount of the Proposition IA Receivable pursuant
to the Act.
(c) The performance by the Seller of its obligations hereunder shall be
conditioned solely upon the Purchaser's issuance of the Bonds its execution and delivery of this
Agreement, pursuant to which it is legally obligated to pay the Installment Payments to the Seller
on the Payment Dates as set forth in this Agreement, and no other act or omission on the part of
the Purchaser or any other party shall excuse the Seller from perfOlming its obligations
hereunder. Seller specifically disclaims any right to rescind this Agreement, or to assert that title
to the Proposition IA Receivable has not passed to the Purchaser, should Purchaser fail to make
Installment Payments in the requisite amounts on the Payment Dates.
3. Purchase Price. Convevance of Proposition lA Receivable and Pavment of
Purchase Price.
(a) Upon pricing of the Bonds by the Purchaser, the Purchaser will inform the
Seller that it will pay the Purchase Price in Installment Payments on the Payment Dates.
(b) In consideration of the Purchaser's agreement to pay and deliver to the Seller
the Installment Payments on the Payment Dates, the Seller agrees to (i) transfer, grant, bargain,
sell, assign, convey, set over and deliver to the Purchaser, absolutely and not as collateral
security, without recourse except as expressly provided herein, and the Purchaser agrees to
purchase, accept and receive, the Proposition IA Receivable, and (ii) assign to the Purchaser, to
the extent permitted by law, all present or future rights, if any, of the Seller to enforce or cause
the enforcement of payment of the Proposition IA Receivable pursuant to the Act and other
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applicable law. Such transfer, grant, bargain, sale, assignment, conveyance, set over and
delivery is hereby expressly stated to be a sale and, pursuant to Section 6588.6(b) of the
California Government Code, shall be treated as an absolute sale and transfer of the Proposition
lA Receivable, and not as a grant of a security interest by the Seller to secure a borrowing. This
is the statement referred to in Sections 6588.6(b) and (c) of the California Government Code.
4. Representations and \Varranties of the Purchaser. The Purchaser represents
and warrants to the Seller, as of the date hereof, as follows:
(a) The Purchaser is duly organized, validly existing and in good standing under
the laws of the State of Califomia.
(b) The Purchaser has full power and authority to enter into this Agreement and to
perform its obligations hereunder and has duly authorized such purchase and assignment of the
Proposition lA Receivable by the Purchaser by all necessary action.
(c) Neither the execution and delivery by the Purchaser of this Agreement, nor
the performance by the Purchaser of its obligations hereunder, shall conflict with or result in a
breach or default under any of its organizational documents, any law, rule, regulation, judgment,
order or decree to which it is subject or any agreement or instrument to which it is a party.
(d) To the best of the knowledge of the Purchaser, no action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, public board or body, is
pending or threatened in any way against the Purchaser affecting the existence of the Purchaser
or the titles of its commissioners or officers, or seeking to restrain or to enjoin the purchase of
the Proposition IA Receivable or to direct the application of the proceeds of the purchase
thereof, or in any way contesting or affecting the validity or enforceability of any of the
Transaction Documents or any other applicable agreements or any action of the Purchaser
contemplated by any of said documents, or in any way contesting the powers of the Purchaser or
its authority with respect to the Transaction Documents to which it is a party or any other
applicable agreement, or any action on the part of the Purchaser contemplated by the Transaction
Documents, or in any way seeking to enjoin or restrain the Purchaser from purchasing the
Proposition IA Receivable or which if determined adversely to the Purchaser would have an
adverse effect upon the Purchaser's ability to purchase the Proposition IA Receivable, nor to the
knowledge of the Purchaser is there any basis therefor.
(e) This Agreement, and its execution, delivery and performance hereof have
been duly authorized by it, and this Agreement has been duly executed and delivered by it and
constitutes its valid and binding obligation enforceable against it in accordance with the terms
hereof, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and other similar laws relating to or affecting creditors' rights generally or the
application of equitable principles in any proceeding, whether at law or in equity.
(f) The Purchaser is a separate legal entity, acting solely through its authorized
representatives, from the Seller, maintaining separate records, books of account, assets, bank
accounts and funds, which are not and have not been commingled with those of the Seller.
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(g) All approvals, consents, authorizations, elections and orders of or filings or
registrations with any governmental authority, board, agency or commission having jurisdiction
which would constitute a condition precedent to, or the absence of which would adversely affect,
the purchase by the Purchaser of the Proposition 1 A Receivable or the performance by the
Purchaser of its obligations under the Transaction Documents to which it is a party and any other
applicable agreements, have been obtained and are in full force and effect
(h) Insofar as it would materially adversely affect the Purchaser's ability to enter
into, carry out and perform its obligations under any or all of the Transaction Documents to
which it is a party, or consummate the transactions contemplated by the same, the Purchaser is
not in breach of or default under any applicable constitutional provision, law or administrative
regulation of the State of California or the United States or any applicable judgment or decree or
any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which it
is a party or to which it or any of its property or assets is otherwise subject, and, to the best of the
knowledge of the Purchaser, no event has occurred and is continuing which with the passage of
time or the giving of notice, or both, would constitute a default or an event of default under any
such instrument, and the execution and delivery by the Purchaser of the Transaction Documents
to which it is a party, and compliance by the Purchaser with the provisions thereof, under the
circumstances contemplated thereby, do not and will not conflict with or constitute on the part of
the Purchaser a breach of or default under any agreement or other instrument to which the
Purchaser is a party or by which it is bound or any existing law, regulation, court order or
consent decree to which the Purchaser is subject,
5, Representations and Warranties of the Seller, The Seller hereby represents
and warrants to the Purchaser, as of the date hereof, as follows:
(a) The Seller is a local agency within the meaning of Section 6585(f) of the
California Government Code, with full power and authority to execute and deliver this
Agreement and to carry out its terms,
(b) The Seller has full power, authority and legal right to sell and assign the
Proposition lA Receivable to the Purchaser and has duly authorized such sale and assignment to
the Purchaser by all necessary action; and the execution, delivery and performance by the Seller
of this Agreement has been duly authorized by the Seller by all necessary action.
(c) This Agreement has been, and as of the Closing Date the Bill of Sale will have
been, duly executed and delivered by the Seller and, assuming the due authorization, execution
and delivery of this Agreement by the Purchaser, each of this Agreement and the Bill of Sale
constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its
terms, subject to the etfect of bankmptcy, insolvency, reorganization, moratorium, traudulent
conveyance and other similar laws relating to or affecting creditors' rights generally or the
application of equitable principles in any proceeding, whether at law or in equity.
(d) All approvals, consents, authorizations, elections and orders of or filings or
registrations with any governmental authority, board, agency or commission having jurisdiction
which would constitute a condition precedent to, or the absence of which would adversely affect,
the sale by the Seller of the Proposition I A Receivable or the perfonnance by the Seller of its
5
8-16
obligations under the Resolution and the Transaction Documents to which it is a party and any
other applicable agreements, have been obtained and are in full force and etlect.
(e) Insofar as it would materially adversely affect the Seller's ability to enter into,
carry out and perform its obligations under any or all of the Transaction Documents to which it is
a party, or consummate the transactions contemplated by the same, the Seller is not in breach of
or default under any applicable constitutional provision, law or administrative regulation of the
State of California or the United States or any applicable judgment or decree or any loan
agreement, indenture, bond, note, resolution, agreement or other instrument to which it is a party
or to which it or any of its propel1y or assets is otherwise subject, and, to the best of the
knowledge of the Seller, no event has occurred and is continuing which with the passage of time
or the giving of notice, or both, would constitute a default or an event of default under any such
instrument, and the adoption of the Resolution and the execution and delivery by the Seller of the
Transaction Documents to which it is a party, and compliance by the Seller with the provisions
thereof, under the circumstances contemplated thereby, do not and will not conflict with or
constitute on the part of the Seller a breach of or default under any agreement or other instrument
to which the Seller is a party or by which it is bound or any existing law, regulation, court order
or consent decree to which the Seller is subject.
(f) To the best of the knowledge of the Seller, no action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board or body, is pending or
threatened in any way against the Seller affecting the existence of the Seller or the titles of its
~iD:\06uncli members or officers to their respective offices, or seeking to restrain or to enjoin
the'~the Proposition IA Receivable or to direct the application of the proceeds of the sale
thereof, or in any way contesting or affecting the validity or enforceability of any of the
Transaction Documents or any other applicable agreements or any action of the Seller
contemplated by any of said documents, or in any way contesting the powers of the Seller or its
authority with respect to the Resolution or the Transaction Documents to which it is a party or
any other applicable agreement, or any action on the part of the Seller contemplated by the
Transaction Documents, or in any way seeking to enjoin or restrain the Seller from selling the
Proposition IA Receivable or which if determined adversely to the Seller would have an adverse
effect upon the Seller's ability to sell the Proposition lA Receivable, nor to the knowledge of the
Seller is there any basis therefor.
(g) Prior to the sale of the Proposition IA Receivable to the Purchaser, the Seller
was the sole owner of the Proposition lA Receivable, and has such right, title and interest to the
Proposition lA Receivable as provided in the Act. From and after the conveyance of the
Proposition IA Receivable by the Seller to Purchaser on the Closing Date, the Seller shall have
no right, title or interest in or to the Proposition IA Receivable. Except as provided in this
Agreement, the Seller has not sold, transferred, assigned, set over or otherwise conveyed any
right, title or interest of any kind whatsoever in all or any portion of the Proposition IA
Receivable, nor has the Seller created, or to the best knowledge of the Seller permitted the
creation of, any lien, pledge, security interest or any other encumbrance (a "Lien") thereon.
Prior to the sale of the Proposition I A Receivable to the Purchaser, the Seller held title to the
Proposition IA Receivable free and clear of any Liens. As of the Closing Date, this Agreement,
together with the Bill of Sale, constitutes a valid and absolute sale to the Buyer of all of the
Seller's right, title and interest in and to the Proposition I A Receivable.
6
8-17
(h) The Seller acts solely through its authorized officers or agents.
(i) The Seller maintains records and books of account separate from those of the
Purchaser.
CD The Seller maintains its respective assets separately from the assets of the
Purchaser (including through the maintenance of separate bank accounts); the Seller's funds and
assets, and records relating thereto, have not been and are not commingled with those of the
Purchaser.
(k) The Seller's principal place of business and chief executive office is located at
i%;FoU:jfu~~i1. 'G5iiEiViiita. €alifofuf'!l91'9To.
=--...;;:.----~~"'"-~~_.. . .-...............--,-'>.
(I) The aggregate amount of the Installment Payments is reasonably equivalent
value for the Proposition IA Receivable. The Seller acknowledges that the amount payable to or
on behalf of the Purchaser by the State with respect to the Proposition IA Receivable will be in
excess of the Purchase Price and the Initial Amount of the Proposition IA Receivable and
continns that it has no claim to any such excess amount whatsoever.
(m) The Seller does not act as an agent of the Purchaser in any capacity, but
instead presents itself to the public as an entity separate from the Purchaser.
(n) The Seller has not guaranteed and shall not guarantee the obligations of the
Purchaser, nor shall it hold itself out or pennit itself to be held out as having agreed to payor as
being liable for the debts of the Purchaser; and the Seller has not received nor shall the Seller
accept any credit or financing from any Person who is relying upon the availability of the assets
of the Purchaser in extending such credit or financing. The Seller has not purchased and shall
not purchase any ofthe Bonds or any interest therein.
(0) All transactions between or among the Seller, on the one hand, and the
Purchaser on the other hand (including, without limitation, transactions governed by contracts for
services and facilities, such as payroll, purchasing, accounting, legal and personnel services and
office space), whether existing on the date hereof or entered into after the date hereof, shall be on
tenns and conditions (including, without limitation, tenns relating to amounts to be paid
thereunder) which are believed by each such party thereto to be both fair and reasonable and
comparable to those available on an anns-Iength basis from Persons who are not affiliates.
(P) The Seller has not, under the provisions of Section 100.06(b) of the California
Revenue and Taxation Code, received a reduction for hardship or otherwise, nor has it requested,
made arrangements for, or completed a reallocation or exchange with any other local agency, of
the total amount of the ad valorem property tax revenue reduction allocated to the Seller pursuant
to Section 100.06(a) of the California Revenue and Taxation Code.
6. Covenants of the Seller.
(a) The Seller shall not take any action or omit to take any action which adversely
affects the interests of the Purchaser in the Proposition IA Receivable and in the proceeds
thereof The Seller shall not take any action or omit to take any action that shall adversely affect
7
8-18
the ability of the Purchaser, and any assignee of the Purchaser, to receive payments of the
Proposition IA Receivable.
(b) The Seller shall not take any action or omit to take any action that would
impair the validity or effectiveness of the Act, nor, without the prior written consent of the
Purchaser or its assignees, agree to any amendment, modification, termination, waiver or
surrender of, the terms of the Act, or waive timely performance or observance under the Act.
Nothing in this agreement shall impose a duty on the Seller to seek to enforce the Act or to seek
enforcement thereof by others, or to prevent others from modifying, terminating, discharging or
impairing the validity or effectiveness of the Act.
(c) Upon request of the Purchaser or its assignee, (i) the Seller shall execute and
deliver such further instruments and do such further acts (including being named as a plaintiff in
an appropriate proceeding) as may be reasonably necessary or proper to carry out more
effectively the purposes and intent of this Agreement and the Act, and (ii) the Seller shall take all
actions necessary to preserve, maintain and protect the title of the Purchaser to the Proposition
IA Receivable.
(d) On or before the Closing Date, the Seller shall send (or cause to be sent) an
irrevocable instruction to the Controller pursuant to Section 6588.6(c) of California Government
Code to cause the Controller to disburse all payments of the Proposition IA Receivable to the
Trustee, together with notice of the sale of the Proposition IA Receivable to the Purchaser and
the assignment of all or a portion of such assets by the Purchaser to the Trustee. Such notice and
instructions shall be in the form of Exhibit D hereto. The Seller shall not take any action to
revoke or which would have the effect of revoking, in whole or in part, such instructions to the
Controller. Upon sending such irrevocable instruction, the Seller shall have relinquished and
waived any control over the Proposition IA Receivable, any authority to collect the Proposition
lA Receivable, and any power to revoke or amend the instructions to the Controller
contemplated by this paragraph. Except as provided in Section 2( c) of this Agreement, the Seller
shall not rescind, amend or modify the instruction described in the first sentence of this
paragraph. The Seller shall cooperate with the Purchaser or its assignee in giving instructions to
the Controller if the Purchaser or its assignee transfers the Proposition lA Receivable. In the
event that the Seller receives any proceeds of the Proposition IA Receivable, the Seller shall
hold the same in trust for the benefit of the Purchaser and the Trustee and each Credit Enhancer,
as assignees of the Purchaser, and shall promptly remit the same to the Trustee.
( e) The Seller hereby covenants and agrees that it will not at any time institute
against the Purchaser, or join in instituting against the Purchaser, any bankruptcy, reorganization,
arrangement, insolvency, liquidation, or similar proceeding under any United States or state
bankruptcy or similar law.
(I) The financial statements and books and records of the Seller prepared after the
Closing Date shall reflect the separate existence of the Purchaser and the sale to the Purchaser of
the Proposition IA Receivable.
(g) The Seller shall treat the sale of the Proposition IA Receivable as a sale for
regulatory and accounting purposes.
8
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(h) From and after the date of this Agreement, the Seller shall not sell, transfer,
assign, set over or otherwise convey any right, title or interest of any kind whatsoever in all or
any portion of the Proposition I A Receivable, nor shall the Seller create, or to the knowledge of
the Seller permit the creation of, any Lien thereon.
7. The Purchaser's Acknowledgment. The Purchaser acknowledges that the
Proposition lA Receivable is not a debt or liability of the Seller, and that the Proposition lA
Receivable is payable solely by the State from the funds of the State provided therefor.
Consequently, neither the taxing power of the Seller, nor the full faith and credit thereof is
pledged to the payment of the Proposition I A Receivable. No representation is made by the
Seller concerning the obligation or ability of the State to make any payment of the Proposition
lA Receivable pursuant to Section 100.06 of the Revenue and Taxation Code and Section 25.5
of Article XIII of the California Constitution, nor is any representation made with respect to the
ability of the State to enact any change in the law applicable to the Transaction Documents
(including without limitation Section 100.06 of the Revenue and Taxation Code or Section
6588.6 of the Government Code). The Purchaser acknowledges that the Seller has no obligation
with respect to any olfering document or disclosure related to the Bonds.
8. Notices of Breach.
(a) Upon discovery by the Seller or the Purchaser that the Seller or Purchaser has
breached any of its covenants or that any of the representations or warranties of the Seller or the
Purchaser are materially false or misleading, in a manner that materially and adversely affects
the value of the Proposition IA Receivable or the Purchase Price thereof, the discovering party
shall give prompt written notice thereof to the other party and to the Trustee, as assignee of the
Purchaser, who shall, pursuant to the lndenture, promptly thereafter notify each Credit Enhancer
and the Rating Agencies.
(b) The Seller shall not be liable to the Purchaser, the Trustee, the holders of the
Bonds, or any Credit Enhancer for any loss, cost or expense resulting from the failure of the
Trustee, any Credit Enhancer or the Purchaser to promptly notify the Seller upon the discovery
by an authorized officer of the Trustee, any Credit Enhancer or the Purchaser of a breach of any
covenant or any materially false or misleading representation or warranty contained herein.
9. Liabilitv of Seller: Tndemnification. The Seller shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the Seller under this
Agreement. The Seller shall indemnify, defend and hold harmless the Purchaser, the Trustee and
each Credit Enhancer, as assignees of the Purchaser, and their respective officers, directors,
employees and agents from and against any and all costs, expenses, losses, claims, damages and
liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or
was imposed upon any such Person by the Seller's breach of any of its covenants contained
herein or any materially false or misleading representation or warranty of the Seller contained
herein. Notwithstanding anything to the contrary herein, the Seller shall have no liability for the
payment of the principal of or interest on the Bonds issued by the Purchaser.
9
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10. Limitation on Liability.
(a) The Seller and any officer or employee or agent of the Seller may rely in good
faith on the advice of counselor on any document of any kind, prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Seller shall not be under
any obligation to appear in, prosecute or defend any legal action regarding the Act that is
unrelated to its specific obligations under this Agreement.
(b) No officer or employee of the Seller shall have any liability for the
representations, warranties, covenants, agreements or other obligations of the Seller hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which
recourse shall be had solely to the assets of the Seller.
II. The Seller's Acknowledgment. The Seller hereby agrees and acknowledges
that the Purchaser intends to assign and grant a security interest in all or a portion of (a) its rights
hereunder and (b) the Proposition IA Receivable, to the Trustee and each Credit Enhancer
pursuant to the Indenture. The Seller further agrees and acknowledges that the Trustee, the
holders of the Bonds, and each Credit Enhancer have relied and shall continue to rely upon each
of the foregoing representations, warranties and covenants, and further agrees that such Persons
are entitled so to rely thereon. Each of the above representations, warranties and covenants shall
survive any assignment and grant of a security interest in all or a portion of this Agreement or the
Proposition IA Receivable to the Trustee and each Credit Enhancer and shall continue in full
force and effect, notwithstanding any subsequent termination of this Agreement and the other
Transaction Documents. The above representations, warranties and covenants shall inure to the
benefit of the Trustee and each Credit Enhancer.
12. Notices. All demands upon or, notices and communications to, the Seller, the
Purchaser, the Trustee or the Rating Agencies under this Agreement shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, to such party at the
appropriate notice address, and shall be deemed to have been duly given upon receipt.
13. Amendments. This Agreement may be amended by the Seller and the
Purchaser, with (a) the consent of the Trustee, (b) the consent of each Credit Enhancer, and (c) a
Rating Agency Confirmation, but without the consent of any of the holders of the Bonds, for the
purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement.
Promptly after the execution of any such amendment, the Purchaser shall furnish
written notification of the substance of such amendment to the Trustee and to the Rating
Agencies.
14. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of the Seller, the Purchaser and their respective successors and permitted assigns.
The Seller may not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the Purchaser. Except as specified herein, the Purchaser may
not assign or transfer any of its rights or obligations under this Agreement without the prior
written consent of the Seller.
10
8-21
15. Third Partv Rights. The Trustee and each Credit Enhancer are express and
intended third party beneficiaries under this Agreement. Nothing expressed in or to be implied
from this Agreement is intended to give, or shall be construed to give, any Person, other than the
parties hereto, the Trustee, and each Credlt Enhancer, and their permitted successors and assigns
hereunder, any benefit or legal or equitable right, remedy or claim under or by virtue of this
Agreement or under or by virtue of any provision herein.
16. Partial Invalidity. If at any time any prOVISIon of this Agreement is or
becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions of this Agreement nor the
legality, validity or enforceability of such provision under the law of any other. jurisdiction shall
in any way be affected or impaired thereby.
17. Counternarts. This Agreement may be executed in any number of identical
counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a
complete, executed original for all purposes.
18. Entire Agreement. This Agreement sets forth the entire understanding and
agreement of the parties with respect to the subject matter hereof and supersedes any and all oral
or written agreements or understandings between the parties as to the subject matter hereof.
II
8-22
19. Governing Law. This Agreement shall be governed by and construed In
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be duly executed as of the date first "Tilten above.
,Q~\Q~lGvfsT~, as Seller
By: Gf(
L
CALIFORNIA STATEWIDE COMMUNITIES
DEVELOPMENT AUTHORITY, as Purchaser
By:
Authorized Signatory
12
8-23
EXHIBlT A
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided herein
or unless the context otherwise requires, capitalized terms not otherwise defined herein shall
have the meanings set forth below.
"Act" means Chapter 14XXXX of the California Statutes of 2009 (Assembly Bill
No. 15), as amended.
"Bill of Sale" has the meaning given to that term in Section 2(b)(ii) hereof.
"Closing Date" means the date on which the Bonds are issued. The Closing Date
is expected to be November 19, 2009, but the Purchaser may change the Closing Date by
providing e-mail notification to l'iiRacniidQ'i5r[fut@ci:~hti1i\Rrst1rca"@ not later than one day prior
to the Closing Date.
"Controller" means the Controller of the State.
"County Auditor" means the auditor or auditor-controller of the county within
which the Seller is located.
"Credit Enhancer" means any municipal bond insurance company, bank or other
financial institution or organization which is performing in all material respects its obligations
under any Credit Support Instrument for some or all of the Bonds.
"Credit SUppOlt Instrument" means a policy of insurance, a letter of credit, a
stand-by purchase agreement, a revolving credit agreement or other credit artangement pursuant
to which a Credit Enhancer provides credit or liquidity support with respect to the payment of
interest, principal or purchase price of the Bonds.
"Initial Amount" means, with respect to the Proposition 1A Receivable, the
amount of property tax revenue reallocated away from the Seller pursuant to the provisions of
Section 100.06 of the Revenue and Taxation Code, as certified by the County Auditor pursuant
to the Act.
"Installment Payments" have the meaning set forth in Section 2(a).
"Payment Dates" have the meaning set forth in Section 2(a).
"Pricing Date" means the date on which the Bonds are sold. The Pricing Date is
expected to be November 10,2009, but the Purchaser may change the Pricing Date by providing
e-mail notification to mI<litII'l'i(ro'H'a'6.@<5jlf!ftil'a~ygita'E'l~ not later than one day prior to the
Pricing Dare.
"Principal Place of Business" means, with respect to the Seller, the location ofthe
Seller's principal place of business and chief executive office located at ~,T6~E2iffiIEb'lE, g:Q..m~
ivNfilG~iifciFffITi 1J:l@ro.
".....,....~.,.." '-'~..--.~"'""=<. ..~~
A-I
8-24
"Proposition IA Receivable" has the meaning set forth in Section 2(a).
"Purchase Price" means an amount equal to the Initial Amount.
"Rating Agency" means any nationally recognized rating agency then providing
or maintaining a rating on the Bonds at the request of the Purchaser.
"Rating Agency Confirmation" means written confirmation from each Rating
Agency that any proposed action will not, in and of itself, cause the Rating Agency to lower,
suspend or withdraw the rating then assigned by such Rating Agency to any Bonds.
"Resolution" means the resolution adopted by the Gi1jlG]l:ihgl! approving the sale
of the Proposition IA Receivable.
"State" means the State of California.
"Transaction Counsel" means Orrick, Herrington & Sutcliffe LLP.
'Transaction Documents" mean this Agreement, the Bill of Sale, the Indenture,
the Bonds and the Irrevocable Instructions For Disbursement of Proposition IA Receivable of
GLtYj'ff:Cii',lli(~tli, dated as of the Closing Date.
A-2
8-25
EXHIBIT Bl
OPINION OF COUNSEL
to
'CffiyrOF~OOLqi:~ti)'ST,~
!:--~';'-:.'.~,jL.~~~-.~o..>,;;~~~~:~~~~I::L.;:..,:j.,!.,;,~,-,,:;,-
Dated: Pricing Date
California Statewide Communities Development Authority
Sacramento, California
Wells Fargo Bank, National Association
Los Angeles, California
Re: Sale of Proposition IA Receivable
Ladies & Gentlemen:
[I have/This Office has] acted as counsel for the Pi'\y,'gfGl'l1i1&pjJtii (the "Seller")
in connection with the adoption of that celtain resolution (the "Resolution") of the QjW1<;!,ojl'iiS!]
of the Seller (the "Governing Body") pursuant to which the Seller authorized the sale to the
California Statewide Communities Development Authority (the "Purchaser") of the Seller's
"Proposition lA Receivable", as defined in and pursuant to the Purchase and Sale Agreement
dated as of November I, 2009 (the "Sale Agreement") between the Seller and the Purchaser. In
connection with these transactions, the Seller has issued certain Irrevocable Instructions For
Disbursement of the SelJer's Proposition lA Receivable to the Controller of the State of
California (the "Disbursement Instructions") and a Bill of Sale and Bringdown Certificate of the
Seller (the "Bill of Sale" and, collectively with the Sale Agreement and the Disbursement
Instructions, the "Seller Documents").
Unless the context otherwise requires, capitalized terms used but not otherwise
defined herein shall have the meanings given to such terms in the Sale Agreement. [VWe] have
examined and are familiar with the Seller Documents and with those documents relating to the
existence, organization, and operation of the Seller, the adoption of the Resolution, and the
execution of the Seller Documents, and have satisfied ourselves as to such other matters as [Vwe]
deem necessary in order to render the following opinions. As to paragraphs numbered 3 and 4
below, [Vwe] have relied as to factual matters on the representations and warranties of the Seller
contained in the Sale Agreement.
Based upon the foregoing, and subject to the limitations and qualifications set
forth herein, [I/we] are of the opinion that:
BI-I
8-26
1. The Seller is a local agency, within the meaning of Section 6585(1) of the
California Government Code. The Governing Body is the governing body of the Seller.
2. The Resolution was duly adopted at a meeting of the Governing Body,
which was called and held pursuant to law and with all public notice required by law, and at
which a quorum was present and acting throughout, and the Resolution is in full force and effect
and has not been modified, amended or rescinded since the date of its adoption.
3. To the best of [my/our] knowledge, no action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court, public board or body, is pending or
threatened in any way against the Seller (i) affecting the existence of the Seller or the titles of its
Governing Body members or officers to their respective offices; (ii) seeking to restrain or to
enjoin the sale of the Proposition lA Receivable or to direct the application of the proceeds of
the sale thereof, or materially adversely affecting the sale of the Proposition IA Receivable; (iii)
in any way contesting or affecting the validity or enforceability of the Resolution, Seller
Documents or any other applicable agreements or any action of the Seller contemplated by any
of said documents; or (iv) in any way contesting the powers of the Seller or its authority with
respect to the Resolution or the Seller Documents or any other applicable agreement, or any
action on the part of the Seller contemplated by any of said documents.
4. To the best of [my/our] knowledge, prior to the sale of the Proposition lA
Receivable to the Purchaser, the Seller had not sold, transferred, assigned, set over or otherwise
conveyed any right, title or interest of any kind whatsoever in all or any portion of the Seller's
Proposition lA Receivable, nor had the Seller created, or permitted the creation of, any Lien
thereon.
5. The Seller has duly authorized and executed the Seller Documents and,
assuming the due authorization execution and delivery of the Sale Agreement by the Purchaser,
each Seller Document will be legal, valid and binding against the Seller and enforceable against
the Seller in accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or laws relating to or affecting
creditors' rights, and the application of equitable principles and the exercise of judicial discretion
in appropriate areas.
No opinion is expressed concerning the obligation or ability of the State of
California to make any payment of the Proposition lA Receivable pursuant to Section 100.06 of
the Revenue and Taxation Code and Section 25.5 of Article XIII of the California Constitution,
nor is any opinion expressed with respect to the ability of the State to enact any change in the
law applicable to the Seller Documents (including, without limitation, Section 100.06 of the
Revenue and Taxation Code or Section 6588.6 of the Government Code). Furthermore, [I/we]
express no opinion as to the value of the Proposition lA Receivable or as to any legal or
equitable remedies that may be available to any person should the Proposition IA Receivable
have little or no value. No opinion is expressed with respect to the sale of Bonds by the
Purchaser.
BI-2
8-27
The legal opinion set forth herein is intended for the information solely of the
addressees hereof and for the purposes contemplated by the Salc Agreement. The addressees
may not rely on it in connection with any transactions other than those described herein, and it is
not to be relied upon by any other person or entity, or for any other purpose, or quoted as a whole
or in part, or otherwise referred to, in any document, or to be filed with any govemmental or
administrative agency other than the Purchaser or with any other person or entity for any purpose
without [my/our] prior written consent. In addition to the addressees hereof, each Credit
Enhancer and the underwriters of the Bonds may rely upon this legal opinion as if it were
addressed to them. [VW e] do not undertake to advise you of matters that may come to [my/our]
attention subsequent to the date hereof that may affect the opinions expressed herein.
Very truly yours,
By:
Seller's Counsel
BI-3
8-28
EXHIBIT B2
OPINION OF COUNSEL
to
'rfI'fi'",YT1;'a.'"'F.. <~:"'iI.ffn;;;I~t..\rr.s'ffi::rl
,~; 'i.J:~~.I.,4-.,V ~.:';,\2:~I1l)"..I..i.tl._~;V.!J: ..u..~
i~.:.-c...'~....:;;;._-..c~.'_""'--=--:'~,_~,,,"-......_;......:.:..:.'a.o:;,.~~.........:
Dated: Closing Date
California Statewide Communities Development Authority
Sacramento, California
Wells Fargo Bank, National Association
Los Angeles, California
Re: Sale of Proposition IA Receivable (Bringdown Opinion)
Ladies & Gentlemen:
Pursuant to that certain Purchase and Sale Agreement dated as of November I,
2009 (the "Sale Agreement") between theQ!!y..'..~liu!ifNis~ (the "Seller") and the California
Statewide Communities Development Authority (the "Purchaser"), this Office delivered an
opinion (the "Opinion") dated the Pricing Date as counsel for the Seller in connection with the
sale of the Seller's Proposition IA Receivable (as defined in the Sale Agreement), the execution
of documents related thereto and certain other related matters.
Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Sale Agreement.
I confirm that you may continue to rely upon the Opinion as if it were dated as of
the date hereof. Each Credit Enhancer and the underwriters of the Bonds may rely upon this
legal opinion as if it were addressed to them. This letter is delivered to you pursuant to Section
2(b)(ii)(l) of the Sale Agreement.
Very truly yours,
By:
Seller's Counsel
B2-1
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EXHIBIT Cl
CLERK'S CERTlFICA TE
CERTIFICATE OF THE
ci"r,'Y:CLBRKl OF
~~..,.- .,..,......,........~.~....J~;l:',...~".~_:.~~, ~~ -~.:'~J"..~;,~!
CITYOFiGHUL1\''VISTA, CALIFORNIA
~,~....;~,~ _.-'.._.._._.".,..;...;._..-.....__c~,_'..
Dated: Pricing Date
'-~:-~-::'1 "'"----.....~~ "-~'-',..,- ---~"7;:r'~
The undersigned Clt)'<GkrlS of the pitXof,C;:Qul:ftYis~~ (the "Seller"), a local agency of
the State of California within the meaning of Section 6585(f) of the California Government
Code, does hereby certify that the foregoing is a full, true and correct copy of Resolution No.
duly adopted at a '[~@r~] meeting of the 'Ql.tY;G2uif.<ill of said Seller duly and
legally held at the regular meeting place thereof on the day of ,
2009, of which meeting all of the members of said ~QI!iLC1@jt1J 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:
NOES:
ABSENT:
ABSTAIN:
I do hereby further certify that I 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 correct 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 same 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 gJlllik~YIS'9, California freely accessible to
members of the public, and a brief general description 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 Agreement, dated as of November 1, 2009, between the Seller
and the California Statewide Communities Development Authority.
WITNESS by my hand as of the Pricing Date.
By:
gLtyl(jl~fg of theG'1t)i.8fg1iiJ1fi'2i~'il,
California
CI-1
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EXHIBIT C2
SELLER CERTIFICATE
SELLER CERTIFICATE
Dated: Pricing Date
We, the undersigned officers of the ci.\YJQt!:Q!1i1Ta,Yis~ (the "Seller"), a local
agency of the State of California within the meaning of Section 6585(f) of the California
Government Code, holding the respective offices herein below set opposite our signatures, do
hereby certify that on the date hereof the following documents (the "Seller Transaction
Documents") were officially executed and delivered by the Authorized Officer or Officers whose
names appear on the executed copies thereof, to wit:
Document
1. Purchase and Sale Agreement, dated as of November 1, 2009 (the
"Sale Agreement"), between the Seller and the California
Statewide Communities Development Authority (the "Purchaser").
2. Irrevocable Instructions For Disbursement of Seller's Proposition
I A Receivable to the Controller of the State of California, dated
the Closing Date.
3. Bill of Sale, dated the Closing Date.
Capitalized terms used herein and not defined herein shall have the meaning given
such terms in the Sale Agreement.
We further certify as follows:
I. At the time of signing the Seller Transaction Documents and the other documents and
opinions related thereto, we held said offices, respectively, and we now hold the same.
2. The representations and warranties of the Seller contained in the Seller Transaction
Documents are true and correct as of the date hereof in all material respects.
3. The 0I1:Y;i0;6tIIici! duly adopted its resolution (the "Resolution") approving the sale of the
Seller's Proposition 1A Receivable at a meeting of the Q!!Yt;cIipne] which was duly called
and held pursuant to law with all public notice required by law and at which a quorum was
present and acting when the Resolution was adopted, and such Resolution is in full force and
effect and has not been amended, modified, supplemented or rescinded.
C2-1
8-31
Name. Official Title
Signature
rmh~S>l.ii'doval,Ci~;Manii=C;~t
,.....~~""""""'--"t)'...:.."""'."..,._
~..,....,,'-~_.~~_...: "''''''~'''--'''"'''''''-.~'-=I
M3'riii'Kacha:doorii'n, f5itectiJ'r'oEF.iililice
---......----"'"'-~...._-~. .... ~ ~..........~~~,
genUine.
[ HEREBY CERTIFY that the signatures of the officers named above are
Dated: Pricing Date
C2-2
8-32
By:
"-'~"-',"7'~,~ Il ~'''''>'''''':~'~'''''-':'''T'''''~'_''7',~::-,
pDi;,Gler!<1 of the .Gify';:ol:_Cn~li1Wj&~,
California
EXffiBIT C3
BILL OF SALE AND BRINGDOWN CERTIFICATE
BILL OF SALE AND BRINGDO\VN CERTIFICATE
Pursuant to terms and conditions of the Purchase and Sale Agreement (the "Sale
Agreement"), dated as of November I, 2009, between the undersigned (the "Seller") and the
California Statewide Communities Development Authority (the "Purchaser"), and in
consideration of the obligation of the Purchaser to pay and deliver to the Seller the Purchase
Price (as defined in the Sale Agreement), in two equal installment payments to be made on
January 15,2010, and May 3, 2010 (collectively, the "Payment Dates"), the Seller does hereby
(a) transfer, grant, bargain, sell, assign, convey, set over and deliver to the Purchaser, absolutely
and not as collateral security, without recourse except as expressly provided in the Sale
Agreement, the Proposition IA Receivable as defined in the Sale Agreement (the "Proposition
IA Receivable"), and (b) assign to the Purchaser, to the extent permitted by law (as to which no
representation is made), all present or future rights, if any, of the Seller to enforce or cause the
enforcement of payment of the Proposition IA Receivable pursuant to the Act and other
applicable law. Such transfer, grant, bargain, sale, assignment, conveyance, set over .and
delivery is hereby expressly stated to be a sale and, pursuant to Section 6588.6(b) of the
California Government Code, shall be treated as an absolute sale and transfer of the Proposition
IA Receivable, and not as a grant of a security interest by the Seller to secure a borrowing.
Seller specifically disclaims any right to rescind the Agreement, or to assert that title to the
Proposition IA Receivable has not passed to the Purchaser, should Purchaser fail to make the
installment payments in the requisite amounts on the Payment Dates.
The Seller hereby certifies that the representations and warranties of the Seller set
forth in the Certificate of the 0ifY'QI~ dated the Pricing Date, the Seller Certificate dated dated
the Pricing Date and in the Transaction Documents to which the Seller is a party are true and
correct in all material respects as of the date hereof (except for such representations and
warranties made as of a specified date, which are true and correct as of such date). Capitalized
terms used but not defined herein shall have the meanings given to such terms in the Sale
Agreelnent.
Dated: Closing Date
CIEYiOEGHUJJANISTJ.!
T,-...-.......~~.....""_...~.""""'....~~.......
By:
Authorized Officer
C3-1
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EXHIBIT D
IRREVOCABLE INSTRUCTIONS TO CONTROLLER
IRREVOCABLE INSTRUCTIONS FOR DISBURSElvlENT
OF PROPOSITION IA RECEN ABLE OF
CLT;Y:;'OE'cHUiJiivISTA'
,_ _,'._'-'_. __~'~._,_.__,~~."-..':_n~~~__
Dated: Closing Date
Office of the Controller
State of California
P.O. Box 942850
Sacramento, California 94250-5872
Re:
"<.,.~".~.,.,,,-,- '..,....':.,,,.~'~"'~"":"'I
Notice of Sale ofproposition IA Receivable by the ~~tf:OJJLQ.tila.yIi!~
and Wiring Instructions Information Form
Dear Sir or Madam:
,.,~_. Pursuant to Section 6588.6(c) of the California Government Code, '<5lfY;:6j'~C;:fui.ti!
Yig~ (the "Seller") hereby notifies you of the sale by Seller, effective as of the date of these
instructions written above, of all right, title and interest of the Seller in and to the "Proposition
IA Receivable" as defined in Section 6585(g) of the California Government Code (the
"Proposition IA Receivable"), namely, the right to payment of moneys due or to become due to
the Seller pursuant to Section 25.5(a)(l)(B)(iii) of Article xm of the California Constitution and
Section 100.06 of the California Revenue and Taxation Code.
By resolution, the Seller's :g.itt~Coilit~11 authorized the sale of the Proposition IA
Receivable to the California Statewide Communities Development Authority (the "Purchaser")
pursuant to a Purchase and Sale Agreement, dated as of November I, 2009 (the "Purchase and
Sale Agreement") and a Bill of Sale, dated the Closing Date (as defined in the Purchase and Sale
Agreement). The Proposition IA Receivable has been pledged and assigned by the Purchaser
pursuant to an Indenture, dated as of November 1,2009 (the "Indenture") between the Purchaser
and Wells Fargo Bank, National Association. as Trustee (the "Trustee").
The Seller hereby irrevocably requests and directs that, commencing as of the
date of these instructions written above, all payments of the Proposition IA Receivable (and
documentation related thereto) be made directly to Wells Fargo Bank, National Association, as
Trustee, in accordance with the wire instructions and bank routing information set fOlth below.
Please note that the sale of the Proposition lA Receivable by the Seller is
irrevocable and that: (i) the Seller has no power to revoke or amend these instructions at any
time; (ii) the Purchaser shall have the power to revoke or amend these instructions only if
there are no notes of the Purchaser outstanding under the Indenture and the Indenture has
been discharged; and (iii) so long as the Indenture has not been discharged, these instructions
cannot be revoked or amended by the Purchaser without tlte consent of tlte Trustee. Should
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the Purchaser, however, deliver a written notice to the Office of the Controller stating that:
(a) the Seller failed to meet the requirements set forth in the Purchase and Sale Agreement;
(b) the Purchaser has not waived such requirements; and (c) the Purchaser has not purchased
the Proposition1A Receivable as a result of the circumstances described in (a) and (b) above,
then these instructions shall be automatically rescinded and the Seller shall again be entitled
to receive all payment of moneys due or to become due to the Seller pursuant to SectiOlI
25.5(a)(1)(B)(iii) of Article XIll of the California Constitution and Section 100.06 of the
California Revenue and Ta.xation Code.
Bank Name:
Bank ABA Routing #:
Bank Account #:
Bank Account Name:
Further Credit To:
Bank Address:
Bank Telephone #:
Bank Contact Person:
Wells Fargo Bank, N.A.
121000248
0001038377
Corporate Trust Clearing
CSCOA Proposition lA Bonds
707 Wilshire Blvd., 17th Floor
MAC E2818-176
Los Angeles, CA 90017
(213) 614-3353
Robert Schneider
Please do not hesitate to call the undersigned if you have any questions regarding
this transaction. Thank you for your assistance in this matter.
Very truly yours,
GrfY;Of;C1'It"J1i;W~V:rSTW
_......-.....;.~_....;.u.~--'.__'-.ll"-'........................
By:
Authorized Officer
0-2
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EXHIBIT E
ESCROW INSTRUCTION LETTER
ESCROW INSTRUCTION LETTER
,2009
California Statewide Communities Development Authority
1100 K Street
Sacramento, CA 95814
Re: Proposition lA Receivable Financing
Dear Sir or Madam:
The G;itY;:6f((!RITiiW&1ii (the "Seller") hereby notifies you of its agreement to
parttclpate in the Calif.ornia Statewide Communities Development Authority Proposition lA
Receivable Financing. By adoption of a resolution (the "Resolution") authorizing the sale of its
Proposition IA Receivable, the Seller's '0ifji';;{?o1ir!c'TI has agreed to sell to the California
Statewide Communities Development Authority (the "Purchaser"), for a purchase price that
meets the conditions set forth in the Resolution, all of its right, title and interest in the
Proposition lA Receivable.
Enclosed herewith are the following documents which have been duly approved
and executed by the Seller and which are to be held in escrow by Orrick, Herrington &
Sutcliffe LLP, as transaction counsel ("Transaction Counsel"), as instructed below:
1. celtified copy of the Resolution, together with a certificate of the GiDD5r~rK,
dated the Pricing Date;
2. the Seller Certificate, dated the Pricing Date;
3. the Opinion of Seller's Counsel, dated the Pricing Date;
4. the Opinion of Seller's Counsel (bringdown opinion), dated the Closing Date;
5. the Purchase and Sale Agreement, dated as ofNovernber 1,2009;
6. the Bill of Sale and Bringdown Certificate, dated the Closing Date; and
7. the Irrevocable Instructions to Controller, dated the Closing Date.
The foregoing documents are to be held in escrow by Transaction Counsel and
shall be delivered on the Closing Date (as defined in the Purchase and Sale Agreement),
provided that such Closing Date occurs on or before December 31,2009.
E-l
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Should (i) the Closing Date not occur on or berfore December 31, 2009, or (ii)
Transaction Counsel receive prior to the Closing Date written notification from Seller or Seller's
Counsel stating, respectively and in good faith, that the representations made in the Seller's
Certificate are not true and accurate, or the opinions set forth in the Opinion of Seller's Counsel
are not valid, in each case as of the Closing Date and provided that the Purchaser may, in its sole
discretion, choose to waive receipt of such representations or opinions, then this agreement shall
terminate and Transaction Counsel shall destroy all of the enclosed documents.
Very truly yours,
.......,."..=-r:_,..,."~. .. i:l'~,7 .~..
~IT~OE\<1JH![U8'.yIS1;:~
By:
Authorized Officer
Enclosures
cc: Orrick, Herrington & Sutcliffe LLP
E-2
8-37
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jil~,'c;::f;.ns in LC(lll GOI't'ru,'};1.'111 Silil,'\' 1988
I. PROPOSITION lA SECURITIZATION FAQ 1
II. OPTIONS FOR OPTING OUT OF THE PROPOSITION lA SECURITIZATION FAQ. 5
III. PROPOSITION lA GENERAL FAQ . 7
I
PROPOSITION lA SECURITIZATION
FREQUENTLY ASKED QUESTIONS
Q: What is Proposition lA securitization?
A: On July 28, 2009, the California legislature and Governor Arnold Schwarzenegger
passed the state budget and approved a provision allowing the state to borrow 8
percent of the amount of property tax revenue apportioned to cities, counties and
special districts. Under the provision, the state will be required to repay those
obligations by June 30, 2013.
The provision also created an option for California local public agencies to relieve the
burden of loaning the state property tax revenues. The provision, called Proposition 1A
Securitization, authorizes the California Statewide Communities Development
Authority ("California Communities") to purchase the receivable due to local agencies
from the State.
Q: Who is the California Statewide Communities Development Authority?
A: The California Statewide Communities Development Authority is a joint powers
authority ("JPA") sponsored by the California State Association of Counties ("CSAC")
and the League of California Cities ("League"). California Communities was created by
CSAC and the League in 1988 to enable local government and eligible private entities
access to low-cost, financing through a variety of pooled and stand-alone finance
programs.
Q: How does the Proposition lA securitization work?
1
8-38
A: The legislation for the Proposition lA securitization authorizes cities, counties, and
special districts to sell their state repayment obligations to California Communities. In
a simultaneous transaction, California Communities will issue bonds and remit the cash
proceeds to the participating local public agencies. Bondholders will receive their
repayment from the state at a later date. The legislation provides that local agencies
participating in the securitization program will receive 100% of their respective
Proposition lA receivables.
Q: Do I need to become a member of California Communities to participate in the
program?
A: No. All public agencies that are subject to the property tax diversion under Proposition
lA are eligible to participate in the program without having to join the California
Communities IPA.
Q: Is securitization voluntary? What if our local agency chooses not to securitize?
A: Yes, this is a voluntary program. Public agencies that do not participate in the
Proposition lA Securitization Program can expect to receive repayment plus interest
from the state for its obligations by June 30, 2013. The interest rate to be paid by the
state to those local public agencies that do not securitize has been set by the Director of
Finance at 2.0%.
Q: How much will it cost our local agency to participate in the Proposition lA
Securitization Program?
A: All costs of issuance and interest expense will be paid by the state. This allows agencies
to receive 100% of their receivables. Some agencies may incur legal costs if they use an
outside attorney for normal legal services.
Q: If our local agency securitizes, will we still get the repayment interest from the
state?
A: No. In the case of securitization, the state will pay the interest due to bondholders and
issuance costs associated with the transaction. Only agencies that do not securitize will
receive interest from the state in 2013.
Q: If my local agency participates in the securitization program, when can my
agency expect to receive payment?
A: Depending upon timing of enactment of cleanup legislation in the California legislature,
California Communities is targeting completion of the securitization transaction to
occur in November or early December, 2009, which would result in 50% of the payment
to participating local public agencies on January 15, 2010 and 50% on May 3, 2010.
Should the legislature not pass the anticipated legislative amendments, California
Communities' next opportunity to securitize will likely be March, 2010.
2
8-39
Q: Will our local agency incur any liability by participating in the program?
A: No. The bonds issued by California Communities are not obligations of any of the local
agencies that participate in the securitization program. The California Communities
joint powers agreement expressly provides that California Communities is an entity
separate and apart from the participating public agencies, and "its debts, liabilities and
obligations do not constitute debts, liabilities or obligations of any party to the joint
powers agreement." Participating public agencies are not responsible for any
repayment of debt, nor are they named in any of the bond documents. Participating
public agencies also will not have any obligations related to compliance with tax or
disclosure obligations on the bonds.
Q: Are there any restrictions to joining?
A: No. California Communities is required to accept any local entity affected by the
suspension, regardless of the amount of property tax revenue lost.
Q: Can redevelopment agencies participate?
A. No. The diversion of tax increment revenues from redevelopment agencies that was a
part of the State budget is not a "loan" and was not done under Proposition 1A and
therefore redevelopment agencies cannot participate.
Q: Has California Communities conducted a program like this before?
A: Yes. In 2005, California Communities conducted a similar bond securitization program
for local agencies when the state borrowed Vehicle License Fee ("VLF") revenues from
cities and counties. California Communities securitized $455 million in VLF payments
due from the state to provide advance repayment to 146 participating cities and
counties.
Q: How is the Proposition lA securitization different from the VLF "gap loan"
securitization?
A: Under the VLF financing program in 2005, local agencies in California were required to
cover the costs of issuance and pay the interest cost. As a result, local agencies only
received on average about 93 cents on the dollar from their loans to the state. Under
the proposed Proposition 1A Securitization Program, the state will pay for the
borrowing interest incurred and the costs of issuance required for each agency to
participate, allowing local agencies the ability to receive 100% of their receivables.
Q: Who is the financing team for the Proposition lA Securitization Program?
A: Bond Counsel:
Underwriters:
Orrick, Herrington & Sutcliffe, LLP
Goldman Sachs,
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Program Consultant:
Trustee:
JP Morgan,
Morgan Stanley,
De La Rosa,
and Stone & Youngberg
Greencoast Capital Partners LLC
Wells Fargo Bank, NA
Q: What is required from our local agency to participate?
A: Participating agencies must enroll in the program by going to the online Enrollment
Form hosted on the California Communities website www.cacommunities.org/proD1A.
Enrolled agencies will received the required documentation from transaction counsel
(Orrick, Herrington & Sutcliffe) including a resolution that must be adopted by their
governing board. The resolution authorizes the sale of the Proposition lA receivables
to California Communities. This resolution together with other signature documents
and local agency legal opinions must be submitted no later than November 6, 2009.
Q: What is the deadline to participate in the Proposition lA Securitization Program?
A: Completed applications including resolutions passed by the board/council, participant
documents signed by the authorized parties and legal opinions must be submitted by
November 6, 2009.
Q: When should I begin the application process?
A: It is best to begin the application process as soon as possible. Each local agency is not
committed to the program until all executed documentation is returned to bond counsel
prior to November 6,2009. So, it is best to begin the process early and have all the
relevant documentation prepared.
Q: What if I start the process and decide I don't want to participate? Can I pull out of
the process half-way through?
A: Each local agency is not committed until they return executed documents to bond
counsel on or prior to November 6, 2009. Signed documents will be held in escrow by
bond counsel and can be withdrawn prior to November 6, 2009. After November 6,
2009, agencies that have submitted the required signed documentation are committed
to the transaction.
Q: Will our local agency have to go through a credit rating process? How will the
credit rating for these bonds be assessed?
A: No. The bonds are secured by the State of California's constitutional and statutory
obligation to repay the loan within the three-year time period. The ratings on the
bonds will be determined by the rating agencies based upon their assessment of the
credit worthiness of the transaction and the state's ability to pay.
4
8-41
Q: Are there other ways to securitize aside from the California Communities
program?
A: California Communities offers the only pooled Proposition lA securitization progra"m
and is the only statutorily-authorized option that allows local agencies to securitize and
have bond issuance and interest costs paid by the state.
Q: Where can I get more information?
A: For more information on the Proposition lA securitization program, go to
Www.cacommunities.or\l/proplA.
Q: How can I sign up for the Program?
A: To enroll in the program, submit the online Enrollment Form hosted on the California
Communities website www.cacommunities.org/proplA. There is no obligation on
behalf of an enrolled local agency to actually participate. Each enrolled local agency
must submit a complete set of signed documents with legal opinions by November 6,
2009 in order to be committed to the securitization program.
Q: There are several special districts in our County with board members that are the
same as the County Board of Supervisors. Does each special district need to
enroll in the program, adopt the Sale Resolution and sign documentation?
A: Yes. Each local agency must adopt the Sale Resolution. sign the Purchase and Sale
Agreement and provide the required signature documents and legal opinions to
participate in the Program.
Q: Can the Resolution approving the form of Purchase and Sale Agreement be placed
on the consent calendar or does it need to be a separate item on the board's
agenda?
A: The Resolution may be approved on the consent calendar.
II
OPTIONS TO THE PROPOSITION lA SECURITIZATION
FREQUENTLY ASKED QUESTIONS
Q: What are my local agency's options other than participating in the Prop lA loan
securitization program?
A: There are a few options to securitization.
5
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1. If a local agency can absorb the loss in property tax revenue this year, it can decide
to wait for the State to repay the obligation by June 30, 2013.
2. Two or more local agencies are able to reallocate or sell the obligation to another
local agency.
3. Local agencies can apply for a hardship exemption. If cleanup legislation is enacted,
local agencies must first enroll in and fulfill the requirements of the securitization
program in order to qualify for a hardship exemption.
Q: What is a hardship exemption?
A: For those local agencies experiencing extreme fiscal hardship, upon written request, the
Director of Finance may decrease the reduction amount. Extreme fiscal hardship may
include a local agency that:
. is in bankruptcy proceedings;
. may be required to seek bankruptcy protection as a result of the reduction in
property tax revenue;
. does not have sufficient reserves to continue to provide a basic level of core
services.
If the Director of Finance decreases a local agency's reduction as a result of hardship,
the amount of the decrease will be allocated proportionately among other local
agencies within the county, not to exceed more than 10 percent of the total reduction
amounts for all local agencies within the county.
Q: How does my local agency apply for a hardship exemption?
A: The final hardship application procedures have not been established and are not
expected to be established until after the cleanup legislation is enacted by the
legislature. While current language is expected to change, current language states that
a written request must be received by the Director of Finance by October 15, 2009. The
Director of Finance must approve or reject the requests for a hardship exemption by
November 15, 2009. The Director of Finance may not grant decreases in the suspension
amount that totals more than 10 percent of the combined total shift of property ta.x per
county. Local agencies that believe they would qualify for a hardship exemption
should prepare to file a request with the State Director of Finance by October 15,
2009. If the cleanup legislation passes, this deadline may be extended, but under
current law October 15 is the deadline.
Q: What can I expect to happen ifmy local agency does not participate in the
California Communities Proposition lA Securitization Program?
A: If your local agency can sustain an 8 percent property tax shift this year, and your local
agency chooses not to participate in California Communities' loan securitization
program, then the local agency can expect to be repaid directly from the state by June
30, 2013, with interest.
6
8-43
Q: What is the interest rate for those entities that choose not to participate in the
Prop lA loan securitization program?
A: The interest rate has been determined by the State Director of Finance to be 2.0%.
Q: Are there other options?
A: If the cleanup legislation passes, a local agency may be able to sell the receivable to
another local agency.
Q. How would a local agency sell its Prop lA Receivable to another local agency?
A: The cleanup legislation is expected to provide procedures for local agencies to sell
Proposition lA receivables to another local agency. The cleanup legislation is currently
pending approval by the State Senate.
III
PROPOSITION lA SUSPENSION
FREQUENTLY ASKED QUESTIONS
Q: When will we see the reduction in our property tax revenues?
A: You will see a reduction in your property tax revenues when you receive your property
taxes as dispersed by the county auditor. The county auditor is required to shift the 8
percent property tax revenue in two installments, once before January 15, 2010, and
again after the first transfer but no later than May 3, 2010.
Q: When is the state required to repay the "loan"?
A: ABX4 15 indicates the state's deadline to repay the loan is June 30, 2013.
Q: And at what interest rate on the "loan"?
A: The interest rate for those agencies that do not sell the receivable to the joint powers
authority has been set by the Director of Finance at 2.0%.
Q: Are there any guarantees that the state will repay us?
A: The State Constitution requires that the state provide repayment within a three-year
period. ABX4 15 sets the repayment deadline at June 30, 2013.
7
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The repayment is also continuously appropriated in the General Fund and authorizes
the State Controller to make the repayment. The repayment is a priority payment
behind General Fund obligations to schools and general obligation bonds. If the state
has not fully repaid local agencies by June 30, 2013, local agencies or the bond issuer
may seek a writ of mandamus to compel the Controller to fully pay the amounts the
state is obligated to pay. The petition for writ of mandamus has priority and preference
in setting and review and may be filed in the California Supreme Court.
Q: Will next year's property ta.xes (2010-11) be affected by this year's Prop lA
suspension?
A: It is highly unlikely that the Prop 1A protection of2010-11 property taxes could be
suspended. The State Constitution indicates that the property tax protection provisions
of Proposition 1A cannot be suspended more than twice in a 10-year period (the first
year begins with the first suspension).
Further, the state cannot suspend Proposition 1A until all previous loans are paid in full.
8
8-45
Ca \ iforo ia Cit~ fin a n c.f.. (.Om
Proposition 1A (2004) Facts
In November 2004, the voters of California approved Proposition lA, an amendment to the
California state constitution intended to restore predictability and stability to local government budgets.
The measure:
o Strengthens prohibitions against unfunded state mandates by requiring the state to suspend
state mandates in any year the Legislature does not fully fund those laws.
o Expands definition of state mandate to include transfer of responsibility of a program for
which the state previously had full or partial responsibility.
o Prohibits the state from
.
Reducing the local Bradley Burns Uniform Sales & Use Ti", rate or altering its method
of allocation. Exception to comply \vith federal 1:1\\7 or an interstate compact.
Decreasing VLF revenue from the 0.65% rate without providing replacement funding
to cities and counties.
.
Shifting property taxes from cities, counties or special districts with certain
exceptions.
. Failing to reimburse to cities and counties for the 1/.;0/0 local sales tax shifted under the
triple flip.
State Mandate Funding
.
Proposition lA requires the Legislature:
o to either suspend a mandate or appropriate the necessary funds in the budget to reimburse
local governments for all costs of complying with the mandate, including those in prior years;
o to reimburse local governments when the state mandates that local government assume a
greater percentage of the financial responsibility for a program or service previously shared
with the state; and
o to begin repaying amounts owed to local governments for mandate costs incurred prior to FY
2004-05.
Proposition lA does not apply to mandates affecting local schools or mandates related to
employee relations and collective bargaining:
Local Revenue Protection
Proposition lA protects local property tax, sales tax and VLF revenues by prohibiting the
Legislature from taking any action that would:
o Reduce the local Bradley Burns Uniform Sales & Use Tax rate or alter its method of
allocation.
o Decrease VLF revenue froln the 0.650/0 rate "\vithout providing replacelnent funding to cities
and counties.
o Shift property taxes from cities, counties or special districts to the schools or any other non-
2217 Isle Royale Lane' Davis, CA, 95616-6616
Phone' 530 758.3952 . Fax: 530.758.3952
8-46
Proposition 1A Facts
-2-
Updated December 2007
local government function except under certain circumstances.
Sales and Use Tax Rate and Allocation Method. Generally, revenue from the 1 %
Bradley Burns Local Sales and Use Tax is allocated to the city in which the sale occurs, or, if in an
unincorporated area, the county Proposition lA prohibits the Legislature from reducing the local sales
rax rate, or changing the method of allocation of local sales tax revenues. Proposition lA permits the
Legislature to change the method of allocation in order to comply with federal law or an inter-state
compact.
Local Transactions and Use Tax Authority. Proposition lA prohibits the state from
restricting the authority of a local government to impose a transactions and use tax pursuant to
Revenue and T.nation code Section 7251 or altering the method of allocation of these tax revenues.
Local Sales Tax Reduction Under the Proposition 57 Triple Flip. In March
2004, the voters of California approved Proposition 57, the California Economic Recovery Bond Act.
Legislative provisions implementing Proposition 57 provide for a swapping of 'j, cent to be used by the
state to repay the bonds effective July 1, 2004. The so called "triple flip" consists of 1) reducing the
Bradley Burns Local Sales and Use Tax Rate by 'j,% and 'j,% to the state's sales tax rate to fund fiscal
recovery bond repayment, 2) repayment to cities and counties with additional local property tax
previously allocated to local schools, and 3) repayment to local schools with state general fund.
Proposition 1A prohibits the Legislature from extending this reduction in local authority to impose the
full Bradley Burns Sales and use tax rate beyond the period necessary to repay the Proposition 57 bonds.
In addition, it constitutionally protects the reimbursement to cities and counties under the triple flip.
Vehicle License Fee. Proposition 1A requires the Legislature to provide replacement
revenue to cities and counties if it reduces the VLF rate below 0.650/0. California Constitution Article
XI Section 15 requires that VLF revenue be allocated to cities and counties. The state may charge for
administrative coStS (Dl'vlV, Controller) and the Legislature retains the power to change srate law
allocating the VLF among cities and counties.
Property Tax. Proposition lA prohibits the Legislature from reducing the share of property
tax revenues going to the cities, county and special districts in any county, and shifting those shares to
the schools or any other non-local go,-ernment function. However, the Legislature may alter the
allocation of property taxes among cities, counties and special districts within a county with 2/3
approval in each house.
Under specific conditions, the Legislature may suspend the property tax revenue protection
provisions of Proposition 1 A. Beginning in FY2008-09, the Legislature may "borrow" not more than
8% of total property tax revenues (currently about $2 Billion) if:
1. the Governor issues a proclamation of "severe fiscal hardship;"
2. the Legislature enacts an urgency statute suspending Proposition 1A property tax
protection with 2/3 vote of each house; and
3. the Legislature enacts a law providing for full repayment of the "borrowed funds" plus
interest within three years.
The Legislature may not enact such a suspension more than twice in any ten year period and may
only do so if:
1. the $1.22 billion FY 2003-04 VLF Backfill Gap Loan (Revenue and Taxation Code Sec.
10754.11) has been repaid;
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Proposition 1A Facts
-3-
Updated December 2007
2. any previous borrowing under this provision has been repaid.
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~
Proposition 1A Facts
-4-
Updated December 2007
Frequently Asked Questions
1. What's the basic protection for the property tax in Proposition 1A?
Proposition lA prevents the Legislature from reducing the combined property tax shares of cities, special districts, and
the count}~ and shifting those shares to the schools or any other non-local govemment function. If, for example, on November
3, 2004, the property ta.." shares of cities, special districts, and the counry of the hypothetical "California County" equaled 60%
of property ta..xes collected in that county, the Legislature cannot pass a law that reduces the percentage below 60% except to
respond to a significant state 6scal problem.
2. Can the Legislature continue to reallocate property taxes on the local level?
Since the passage of Proposition 13, the Legislature has had the power to reallocate property ta..xes among local
governments. The most signi6cant use of this authority has been to allocate city, county and special district shares of the
property tax to schools through ER..\F and reduce state general fund support for schools. Proposition lA would prevent
future reductions of non-school property tax shares, bur the State may transfer property taxes among the cities, county, and
special districts in a county with a declaration by the Governor of "sever fiscal hardship" and a 2/3 vote of each house of the
State LegisbtUl.e.
3. Can the state reallocate property taxes in order to fund a state mandate?
No. The amendments to Section 6 of Article XIII B of the state constitution state specifically: "Ad valorem property
tax revenues shall not be used to reimburse a local government for the costs of a new progr::un or higher level of services."
4. Does Proposition 1A allow the State to respond to a significant state fiscal problem?
Yes. Beginf'ing in the 2008-2009 fiscal year, the Governor may issue a proclamation that declares that there is a
"severe state fiscal hardship" that requires the State to temporarily suspend Proposition lA's basic protection for the property
ta..". Next. the Legislature must first adopt a statute with a 2/3 vote that contains a suspension of the basic protection for
that fiscal year only. Then it must adopt a separate statute that requires the State to repay cities, counties, and special districts
the total amount of propelty tax loss caused by the suspension. The Legislature may not enact such a suspension more than
tvJ'ice in any ten year period and may only do so if the FY 2003-04 VLF Backfill Gap Loan ($1.22 billion) and any previous
borrowing under trus provision has been repaid. TIle reduction may not exceed 8 percent of the total amount of property tax
allocated among local agencies in the previous fiscal year. Currently this percentage is the equivalent of roughly $1.3 billion.
5. When will local agencies be repaid if property tax is taken during a suspension period?
No later than the end of the third fiscal year following the fiscal year to which the reduction applies. If the reduction
applies in the 2010 11 fiscal year, then repayment must Occur no later than June 30 of 2014. Repayment will be for the "total
amount of revenue losses" including interest.
6. Can the Legislature suspend the Proposition 1A protection each time there is a "severe
state fiscal hardship?"
No. Suspension of the protection may only occur (\I....ice in a ten year period; and only if the VLF Gap Loan amount
has been repaid; and if only any priur suspension of property tax has been repaid with interest.
7. Why was the redevelopment property tax increment not explicitly protected in the final
version of Proposition 1A submitted to the voters?
Key legislators and legislative staff argued that the redevelopment property tax increment is already protected by Article
16, Section 16 of the state constitution. Language in the ballot arguments for Proposition 1A states that the redevelopment
increment is ah.eady protected by the state constitution.
8. What's the basic protection for the sales and use tax in Proposition 1A?
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Proposition 1A Facts
-J-
Updated December 2007
Proposition LA prohibits the State from reducing the sales and use tax rate or changing the method in which sales
and use ta..'\: revenues are distributed. TI,e measure prevents the state from restricting city or county authority to impose
optional transacrions and use ta..\:es as provided in state law as of November 3, 2004.
9. What about the current suspension of one-quarter cent of the sales tax occurring as a
result of the passage of Proposition 57? Does Proposition 1A require the suspension to end
when the fiscal recovery bonds art:: repaid?
Yes. Proposirion 1:\ prevents the State from extending (he period during \\7 hich the one-quarter cent is suspended;
from failing to pay the property ta..\: backfill during the period of suspension; and from failing to restore the full sales ta.."<: rate
w hen the bonds are repaid.
10. Can the State take any action that affects the sales and use tax?
Yes. The Legislature can chang:: how sales tax is distributed if the change is required by federal law or to participate
in an interstate agreement, for example, one that addresses payment of sales ta.." for Internet purchases. In addition, the
Legislarure has the authority to authorize !\V'O or more local agencies within a county to exchange property ta.", and sales tax.
11. \Vhat is the basic protection for the VLF in Proposition 1A?
Proposition 1A guarantees VLF revenue to cities and counties based upon a rate of 0.65%. The Legislarure decides
how much of the revenue funds realignment programs and how much funds general purpose local government programs. If
the Legislarure lowers the rate below 0.65%, it must enact a llW that provides for an allocation of replacement funds to cities
and counties equal to the difference bet\Veen the revenues received from 0.65% nte and the lower rate.
12. Does Proposition 1A strengthen the requirement to reimburse cities, counties and special
districts for the costs of state-mandated programs and services?
Yes. Prior to the passage of Proposition lA, the Constirution required the State to reirnburse local governments for
state.mandated programs, but the Legislarure sometimes "suspended" mandates, rather than reimbursing local governments.
Moreover, the Legislarure has transferred additional responsibility for a state program or service to local governments but has
not reimbursed local governments for the additional program costs. Under Proposition lA, beginning in 2005-06, in each fiscal
year's budget, the Legislature must either appropriate sufficient funds to reimburse local governments for their costs of
complying with a mandate, including those in prior years, or suspend the operation of the mandate for that fiscal year.
13. Does the "fund or suspend" requirement apply to all mandates?
No. There are two exceptions. The first is for employee and employee organization related mandates. The second is
for costs incurred prior to the 2004-05 fiscal year that have not been paid prior to the 2005-06 fiscal year. These costs may be
paid over a period beginning in 2005.06.
14. What happens when the State transfers additional responsibility for a program or a
service that the local government already had some responsibility for?
Proposition 1:\ defines "mandate" to include a toosfer of additional responsibility for a state program or sef'\,.ice.
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~~~~
OlY OF
CHULA VISTA
FINANCE DEPARTMENT
COUNCIL INFORMATION
DATE:
August 6, 2009
TO:
Honorable Mayor and City Council
VIA:
Jim Sandoval, City Manager
FROM:
Maria Kachadoorian, Director of Finance/Treasurer
SUBJECT:
Fiscal Year 2009-10 State Budget Impacts to the City ofChula Vista
The City of Chula Vista has reduced its General Fund operating budget by more than $37
million; from $170.1 million in FY 2006-07 to an adopted balanced budget in FY 2009-10 of
$132.8 million. The budget cuts have been substantial and have included layoffs, expenditure
cuts in every City Department and an overall reduction in City staffing levels from 1,263.75 to
1,005 employees. In addition to the budgetary cuts, there has been a hiring freeze and
administrative freeze imposed by the City Manager on non-essential spending in the two
previous fiscal years in an effort to preserve the City's General Fund reserve level.
Unfortunately, the State has been unable to structurally balance its budget and is again taking
local revenues.
The State passed legislation on July 24, 2009 to borrow 8% of Prop 1 A property tax revenues
and take Redevelopment Agency tax increment revenues in order to balance their budget. The
impacts to the City of Chula Vista in fiscal year 2009-10 total $8.5 million composed of $4.3
million of property ta'{ revenue and $4.2 million of Redevelopment Agency tax increment
revenue.
I I; I' ~ . .
Property Tax
Property Tax In-Lieu of VLF
Pro ert Tax In-Lieu of Sales Tax
Total
Multiplied by 8 Percent
Estimated Prop 1A Borrowing
$
27,557,313
19,001,820
7,423,698
53,982,831
8%
4,318,626
$
8-51
Council Infonnatioll
FY 2009-10 State Impacts
August 6, 2009
Page 2 of 4
General Fund
The borrowing of 8% of property taxes is estimated to be approximately $4.3 million and is to be
repaid by the State with interest in fiscal year 2013. The State included language in the bill that
would enable the "securitization" of the State's promise to repay local agencies. This will allow
local agencies to participate in a bond offering to pay the State. However, the current credit
environment combined with the State's poor credit rating makes it unclear whether there would
be a market for these bonds. Given the market uncertainty and the expense the City may incur as
part of a State bond issuance, the City may instead consider an inter-fund loan to borrow the'
funds internally to avoid additional service cuts andJor impacts to the General Fund reserves.
This is in compliance with Council's Policy that" in addition to externally financed debt, the
City utilizes inter-fund loans whenever possible to reduce borrowing costs or provide for shorter
term loans."
Cash balances in the Park Acquisition and Development fund (PAD) are estimated at $28.4
million after completion of San Miguel and All Seasons Parks. The PAD fees collected and
earmarked toward the 70 Acre Park total $27.3 million with the remaining to fund neighborhood
parks. An inter-fund loan is a viable option available to the City to fund the State property tax
revenue takeaway. In the FY 2009-2010 City Budget, Council authorized work to begin on the
master plan of this park with the expectation that the park may be constructed in stages which
will draw down these funds over time. The master plan is currently scheduled to be completed in
the summer of 20 II. Another year is scheduled for design leading to an estimated constmction
period beginning in the summer of 2012. The State repayment of Prop I A funds to local
agencies should occur by 2013. If the State is unable to repay the City, we do not anticipate that
the construction of the park will be impacted because the $4.3 million inter-fund loan reprcsents
a fraction of the total PAD funds available. The tenns of the State borrowing have yet to be
disclosed but the PAD would be repaid at the interest rate currently earned by the City's pooled
cash fund at the time of the loan (yielding 2.49% as of June 30, 2009).
If the State defaults on its loan from the City, the General Fund would be obligated to repay the
PAD fund. Annual scheduled payments trom the General Fund to the PAD fund may begin in
fiscal year 2013-14 and would vary depending on the terms of the loan (example: 10 year vs. 15
year payment schedule.)
Redevelopment Agencv
A total of $2.05 billion is proposed to be taken from California Redevelopment Agencies
through a seizure of $1. 7 billion in FY 2009-10, and then an additional $350 million in FY 20 I O-
Il. These funds will be deposited in County "Supplemental" Educational Revenue
Augmentation Funds (SERAF) to be distributed to meet the State's Proposition 98 obligations to
schools. This proposal attempts to use the same mechanism that was rejected by Sacramento
Superior Court, when the Court held that a proposed take of $350 million from redevelopment
agencies for FY 2008-09. via AB 1389 of 2008. was unconstitutional. The Legislature has added
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8-52
Council Infonnation
FY 2009-10 State Impacts
August 6, 2009
Page 3 of 4
new language in an effort to work around the court decision, but redevelopment attorneys believe
this effort remains unconstitutional.
The impact to the City's Agency is estimated to be approximately $4.2 million in FY 2009-10
and $0.9 million in FY 2010-11. In addition to the available reserves in the Redevelopment
Agency the State is providing redevelopment agencies the option to "suspend" all or part of the
required 20% set-aside allocation to its Low and Moderate Income Housing Fund (Housing
Fund) for fiscal year 2009-10 in order to make the payment to the State. Similarly, an agency
may borrow the amount required to be allocated to the Housing Fund in order to make the
SERAF payment. This provision applies to fiscal years 2009-10 and 2010-11. Amounts
borrowed from the current year allocation to the Housing Fund must be repaid by June 30, 2015.
If the Redevelopment Agency fails to repay the Housing Fund by the deadline, the required
allocation of tax increment to the Housing Fund is increased to 25 percent for as long as the
project area continues to receive tax increment.
Based on FY 2009-10 budgeted tax increment revenue of$14.8 million, the 20% set-aside to the
Housing Fund is estimated at $2.9 million.
The Agency would be able to borrow $2.9
million from the Housing Fund with the
remaining $1.2 million to be paid out of
existing Agency reserves. The payment is due
to the State on May 10 of the applicable year.
!~ii!.t, .~ ..;~.'~:FY 2009-10 SERAF' ':~.f::~': " .
State RDA Revenue Takeaway $
Low & Mod 20% Set-Aside
Net RDA Reserve Impact
4,156,727
(2,945,077)
1,211,650
The Housing Fund appears to be able to sustain the loan to the Agency for two main reasons.
First, the nature of providing assistance to the development of affordable housing projects is
cyclical. Normally, Housing Fund Reserves are accumulated over a period of years in order to
build up sufficient reserves to provide assistance to developers of affordable housing projects.
Additionally, the current state of lending and equity markets is making underwriting deals much
more difficult. Staff does not foresee any tangible deals closing in the next 12-18 months. The
Housing Fund reserves are estimated to be approximately $6.7 million (net of the $2.9 million
Low & Mod set aside loan and $1.5 million operating budget for fiscal year 2009-10).
Low and Moderate Income Housing Fund
Projected Available Fund Balance
*_<~ #~~).~-:~~,-,"J$~~\d~~ ".,~'!..~~~. "':'w;;' ~~;.,,~"-~~~=. '~l~~';':~~*ii-~:;>jl
D~'cription'~;: ~ ~'t~~"':~Ev rig!10r7Jt~FrY 10:'1"1;~:;-FY:'11..12\t/: i=Y~12:13:~~:FY:13~14~ ~:14;15-"'
Beginning Balance 4,411,966 6,692,569 8,155,118 10,414,015 12,734,193 15,116,879
Projected Revenues 6,767,110 3,003,979 3,064,058 3,125,339 3,187,846 3,251,603
Projected Expenditures (1,541,430) (1,541,430) (1,541,430) (1,541,430) (1,541,430) (1,541,430)
ERAF Loan (2,945,077)
ROA Loan Repayment 736,269 7~6,269 736,269 736,269
Ending Fund Balance 6,692,569 8,155,118 10,414,015 12,734,193 15,116,879 17,563,321
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Council Infonnation
FY 2009-10 State Impacts
August 6, 2009
Page 4 of4
One option that may become available prior to the May 10 payment date is a loan program
offered by the California Communities JPA. Depending on the credit environment there may be
an opportunity to finance the SERAF payment through a ten year loan similar to the method used
to finance the 2005 and 2006 ERAF payments. There are no details currently available but there
is discussion ofthe feasibility of offering the loan program.
The fiscal impacts to the General Fund and Redevelopment Agency will vary depending on
which option is approved by the City Council in funding the State Takeaways. City staff will
return with a formal recommendation to appropriate funds, approve inter-fund loans and/or
partici pate in a State loan program once the final details of the State loan programs are provided.
At that time the projected tlscal impacts will reflect the recommended option for addressing the
State takeaways.
If you have any questions, please feel free to contact me at ex!. 3636.
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